HomeMy WebLinkAbout(0089) GP bond ord draft 040921.PDFORDINANCE NO.-04-2021
PROVIDING FOR THE ISSUANCE OF CITY OF FORT WORTH,
TEXAS GENERAL PURPOSE REFUNDING AND IMPROVEMENT
BONDS, SERIES 2021, IN AN AGGREGATE PRINCIPAL AMOUNT
NOT TO EXCEED $166,300,000; ESTABLISHING PARAMETERS
WITH RESPECT TO THE SALE OF THE BONDS; DELEGATING TO
DESIGNATED CITY OFFICIALS THE AUTHORITY TO EFFECT THE
SALE OF THE BONDS; WAIVING PORTION OF CITY FINANCIAL
POLICY REGARDING SAVINGS THRESHOLD TO BE ACHIEVED
FROM DEBT REFUNDING; ENACTING OTHER PROVISIONS
RELATING TO THE SUBJECT; AND DECLARING AN IMMEDIATE
EFFECTIVE DATE
WHEREAS, the City of Fort Worth, Texas (the "City" or the "Issuer"), is a "home
rule" city operating under a home -rule charter adopted pursuant to Section 5 of Article
XI of the Texas Constitution, with a population according to the latest federal decennial
census of in excess of 50,000; and
WHEREAS, the City Council of the City finds that the outstanding obligations
described in Schedule I attached to this Ordinance (the "Refunded Obligations") are
eligible to be refunded; and
WHEREAS, the City Council finds that the issuance of the bonds authorized by
this Ordinance for the purpose of refunding all or a portion of the outstanding
obligations described in Schedule I attached to this Ordinance is in furtherance of the
public purposes described in this Ordinance; and
WHEREAS, the bonds hereinafter authorized to refund the Refunded Obligations
are to be issued and delivered pursuant to the laws of the State of Texas, including
specifically Chapter 1207, Texas Government Code ("Chapter 1207"); and
WHEREAS, it is deemed advisable and in the best interest of the City that certain
general purpose bonds authorized at elections previously held in the City be combined in
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a single issue and sold at this time, the date of election, amount of bonds authorized
thereat, purpose, amount of bonds previously sold, and the amount now to be sold being
as follows:
DATE OF
AMOUNT
AMOUNT
AMOUNT
ELECTION
AUTHORIZED
PURPOSE
PREVIOUSLY SOLD
NOW OFFERED
May 5, 2018
$ 261,630,080
Street and Ped.
$105,000,000
$ 49,400,000
May 5, 2018
84,180,600
Mobility
26,000,000
20,000,000
May 5, 2018
9,868,500
Park & Recreation
-0-
May 5, 2018
11,975,820
Library System
4,000,000
-0-
May 5, 2018
13,770,000
Fire Safety
-0-
May 5, 2018
18,075,000
Animal Care & Shelter
-0-
13,770,000
$399,500,000
Police Station
15,000,000
-0-
$150,000,000
$ 83,170,000
*Includes Premium
WHEREAS, the bonds hereinafter authorized to fund the projects hereinafter
described are to be issued and delivered pursuant to the laws of the State of Texas,
including specifically Chapter 1331, Texas Government Code ("Chapter 1331 ") and
Chapter 1371, Texas Government Code ("Chapter 1371"); 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 bonds authorized by this
Ordinance, subject to the parameters described in this Ordinance.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF FORT WORTH, TEXAS:
1. That the bond or bonds of the City to be called "General Purpose Refunding
and Improvement Bonds, Series 2021" (the "Bonds"), shall be issued under and by virtue
of the Constitution and laws of the State of Texas and the Charter of the City in an
aggregate principal amount not to exceed $166,300,000 for the purpose of (i) refunding
the Refunded Obligations, (ii) constructing street and pedestrian mobility
improvements, park and recreation improvements and animal care and shelter
improvements, and (iii) paying the costs of issuance associated with the issuance of the
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Bonds. The Bonds are authorized pursuant to Chapter 1207, Chapter 1331, Chapter
1371, and other applicable laws of the State of Texas. The City Council hereby delegates
to the Pricing Officer the decision to conduct the sale of the Bonds through a
competitive sale, in the manner provided in this Ordinance. The authority delegated to
the Pricing Officer to effect the sale of the Bonds expires at the close of business on
Thursday, September 30, 2021.
2. (a) That the Bonds shall be sold as fully registered bonds, without interest
coupons, numbered consecutively from R-1 upward, payable to the respective initial
registered owners of the Bonds, or to the registered assignee or assignees of the Bonds,
in integral multiples of $5,000 (an "Authorized Denomination"), maturing not later than
March 1, 2041, payable serially or otherwise on the dates, in the years and in the
principal amounts, and dated, all as set forth in the bidding instructions prepared in
connection with the sale of the Bonds (the "Bidding Instructions") and the bid form to
be submitted by bidders seeking to purchase the Bonds (the "Official Bid Form"). The
foregoing notwithstanding, the City agrees to cause to be delivered to the Paying
Agent/Registrar one (1) initial Bond numbered T-1 (the "Initial Bond") and registered
to the initial purchasers of the Bonds, following the approval by the Attorney General
and the registration by the Comptroller, as further provided in the FORM OF BOND.
(b) A Pricing Officer, acting for and on behalf of the City, is hereby authorized to
seek competitive bids for the sale of the Bonds authorized to be sold by this Ordinance,
and is hereby authorized to prepare and distribute the Bidding Instructions and the
Official Bid Form with respect to seeking competitive bids for the sale of the Bonds. The
Bidding Instructions shall contain the terms and conditions relating to the sale of the
Bonds, including the date bids for the purchase of the Bonds are to be received, the date
of the Bonds, any additional designation or title by which the Bonds shall be known, the
aggregate principal amount of the Bonds to be sold, the price at which the Bonds will be
sold, the years in which the Bonds will mature, the principal amount to mature in each of
such years, the principal amount of the Bonds, if any, to be sold for the purpose of
funding the construction of the improvements described in Section 1 of this Ordinance
(in no event, however, shall the principal amount of the Bonds sold for this purpose
exceed $83,170,000), the principal amount of the Bonds, if any, to be sold for the
purpose of refunding the Refunded Obligations, the rate or rates of interest to be borne
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by each such maturity, the interest payment periods, the dates, price, and terms upon
and at which the Bonds shall be subject to redemption prior to maturity at the option of
the City, as well as any mandatory sinking fund redemption provisions, and all other
matters relating to the issuance, sale and delivery of the Bonds so sold including, without
limitation, the use of municipal bond insurance for the Bonds. A Pricing Officer, acting
for and on behalf of the City, is hereby authorized to receive and accept bids for the sale
of Bonds in accordance with the Bidding Instructions on such date as determined
thereby. The Bonds so sold shall be sold at such price as the Pricing Officer of the City
shall determine to be the most advantageous to the Issuer, which determination shall be
evidenced by the execution thereby of the Official Bid Form submitted by the best and
winning bidder. As a condition to executing the Official Bid Form, the Bonds must bear
a rating at a level such that the Bonds satisfy the requirements of Chapter 1371 to
constitute "obligations", as such term is defined in Chapter 1371. One Bond 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 bonds as provided in Section 5 hereof without cost. The Bonds
shall initially be registered in the name as set forth in the Official Bid Form. In case any
officer whose signature shall appear on the Bonds shall cease to be such officer before
the delivery of the Bonds, such signature shall nevertheless be valid and sufficient for all
purposes the same as if such officer had remained in office until such delivery. A Pricing
Officer shall not execute the Official Bid Form unless the best bidder has confirmed to
such Pricing Officer that either it has made disclosure filings to the Texas Ethics
Commission in accordance with Section 2252.908, Texas Government Code, or is
exempt from making 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 Bonds, the City will acknowledge such disclosure filing in accordance with the rules
of the Texas Ethics Commission. Any finding or determination made by a Pricing
Officer relating to the issuance and sale of the Bonds shall have the same force and effect
as a finding or determination made by the City Council. By adoption of this Ordinance,
the Chief Financial Officer/Director of Financial Management Services of the City, as a
Pricing Officer, is designated a 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.
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(c) The Bonds shall not be sold for the purpose of refunding the Refunded
Obligations defined in Schedule I as the "Obligations Refunded for Savings", unless the
refunding of the Obligations Refunded for Savings results in a minimum net present
value savings of at least 2.50% percent. The amount of the savings to be realized from
the refunding of the Obligations Refunded for Savings shall be set forth in a certificate to
be executed by the Chief Financial Officer/Director of Financial Management Services
of the City. The City Council hereby affirmatively waives the provision in its "Financial
Management Policy Statements — Debt Policy" specifying that a current refunding
should generate a net present value savings of at least 3.50% of the par amount of the
refunded maturities. The refunding of the Obligations Refunded for Savings for a debt
service savings is a public purpose.
(d) The City Council finds that the refunding of the Refunded Obligations styled
City of Fort Worth, Texas Tax Notes, Series 2021A (the "Refunded Tax Notes"), shall
not result in a net present value loss to the City in excess of $4,440,000. The City
Council finds that the refunding of the aggregate principal amount of the Refunded Tax
Notes is in the best interests of the City, for the following reasons: at the time the City
issued the Refunded Tax Notes, it was anticipated that it would be necessary to refund
the Refunded Tax Notes to avoid the payment of debt service in the manner amortized
when the Refunded Tax Notes were issued, and current economic conditions make it
favorable to effect a refunding of the Refunded Tax Notes in a manner that minimizes
the loss to be incurred as a result of the refunding of the Refunded Tax Notes and
extending the maturity thereof beyond March 1, 2026, the final year of maturity of the
Refunded Tax Notes. The City Council hereby affirmatively waives the provision in its
"Financial Management Policy Statements — Debt Policy" specifying that a current
refunding should generate a net present value savings of at least 3.50% of the par
amount of the refunded maturities, and finds that refunding the Refunded Tax Notes to
extend the amortization period is a public purpose. This finding is made in accordance
with the provisions of Section 1207.008, Texas Government Code. A Pricing Officer
may elect not to refund any or all of the obligations listed in Schedule I, but in no event
shall the Bonds be issued for the purpose of refunding (i) the Obligations Refunded for
Savings if the refunding of the aggregate principal amount of the obligations selected for
refunding does not exceed the minimum net present value savings established above and
(ii) the Refunded Tax Notes if the refunding of the aggregate principal amount of the
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obligations selected for refunding exceeds the maximum net present value loss
established above. The Chief Financial Officer/Director of Financial Management
Services of the City shall execute and deliver to the City Council prior to the delivery of
the Bonds a certificate identifying the Refunded Obligations to be refunded from
proceeds of the Bonds and stating that the net present value savings resulting from the
refunding of the Obligations Refunded for Savings exceeds the minimum net present
savings threshold established above and that the net present value loss resulting from the
refunding of the Refunded Tax Notes is no greater than the maximum savings cap
established above. The certificate shall specifically state the net present value savings
realized by the City as a result of refunding the Obligations Refunded for Savings and
the net present value loss realized by the City as a result of refunding the Refunded Tax
Notes. The determination of a Pricing Officer relating to the issuance and sale of Bonds
to refund all or any of the Refunded Obligations shall have the same force and effect as a
determination made by the City Council.
(e) The City Council authorizes the City Manager and the Chief Financial
Officer/Director of Financial Management Services of the City to provide for and
oversee the preparation of a preliminary and final official statement in connection with
the issuance of the Bonds, and to approve the preliminary and final official statement
and deem the preliminary official statement final, and to provide it to the initial
purchasers of the Bonds, in compliance with the Rule. The final Official Statement in the
form and content approved by a Pricing Officer shall be deemed to be approved by the
City Council and constitute the Official Statement authorized for distribution to and use
by the initial purchasers of the Bonds.
3. (a) That the Bonds may be subject to redemption prior to their scheduled
maturities at the option of the City, on the dates and in the manner provided in the
Bidding Instructions. Should the Bonds be subject to redemption prior to their
scheduled maturities, if less than all of the Bonds are to be redeemed by the City, the
City shall determine the maturity or maturities and the amounts to be redeemed and
shall direct the Paying Agent/Registrar to call by lot Bonds, or portions of Bonds, within
a maturity and in the principal amounts for redemption; provided, that during any period
in which ownership of the Bonds is determined only by a book entry at a securities
depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing
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the same interest rate are to be redeemed, the particular Bonds shall be selected in
accordance with the arrangements between the City and the securities depository. The
FORM OF BOND shall be revised to reflect any optional redemption of the Bonds, to
the extent provided in the Bidding Instructions and incorporated by reference into the
Official Bid Form accepted by a Pricing Officer as the best bid on the Bonds.
(b) Should the Official Bid Form provide for the mandatory sinking fund
redemption of the Bonds, the terms and conditions governing any mandatory sinking
fund redemption and the payment of mandatory sinking fund payments shall be set forth
therein, and the FORM OF BOND shall be revised to reflect any mandatory sinking
fund redemption of the Bonds, to the extent provided in the Official Bid Form accepted
by a Pricing Officer as the best bid on the Bonds.
(c) The City shall cause notice of any redemption of Bonds to be given in the
manner provided in the FORM OF BOND. The optional redemption of Bonds at the
option of the City may be made conditional upon the occurrence of certain events, as
may be provided for in the FORM OF BOND. By the date fixed for any such
redemption, due provision shall be made with the Paying Agent/Registrar for the
payment of the required redemption price for the Bonds or the portions thereof which
are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If
such notice of redemption is given (to the extent notice is required to be given), as
provided in the FORM OF BOND, and if due provision for such payment is made, all as
provided above, the Bonds or the portions thereof which are to be so redeemed, thereby
automatically shall be redeemed prior to their scheduled maturities, and shall not bear
interest after the date fixed for their redemption, and shall not be regarded as being
outstanding except for the right of the registered owner to receive the redemption price
plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar
out of the funds provided for such payment. The Paying Agent/Registrar shall record in
the registration books all such redemptions of principal of the Bonds or any portion
thereof. If a portion of any Bond shall be redeemed a substitute Bond or Bonds having
the same maturity date, bearing interest at the same rate, in any denomination or
denominations in any integral multiple of $5,000 (an "Authorized Denomination"), at
the written request of the registered owner, and in an aggregate principal amount equal
to the unredeemed portion thereof, will be issued to the registered owner upon the
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surrender thereof for cancellation, at the expense of the City, all as provided in this Ordi-
nance.
4. That the Bonds shall bear interest at the rates per annum set forth in the
Official Bid Form accepted as the best bid. The interest on the Bonds shall be payable to
the registered owner of any such Bond on the dates and in the manner provided in the
FORM OF BOND set forth in Exhibit A to this Ordinance. Interest on the Bonds shall
be calculated on the basis of a 360-day year consisting of twelve 30-day months. The
Bonds shall not have a net effective interest rate, calculated in accordance with Chapter
1204, Texas Government Code, in excess of 3.00%.
5. (a) That the City shall keep or cause to be kept at the designated corporate
trust office in Dallas, Texas (the "Designated Payment Office") of BOKF, NA (the
"Paying Agent/Registrar"), or such other bank, trust company, financial institution, or
other agency named in accordance with the provisions of (g) below, books or records of
the registration and transfer of the Bonds (the "Registration Books"), and the City
hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep
such books or records and make such transfers and registrations under such reasonable
regulations as the City and the Paying Agent/Registrar may prescribe; and the Paying
Agent/Registrar shall make such transfers and registrations as herein provided. It shall
be the duty of the Paying Agent/Registrar to obtain from the registered owner and
record in the Registration Books the address of such registered owner of each Bond to
which payments with respect to the Bonds shall be mailed, as herein provided. The City
or its designee 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. Registration of each Bond may be
transferred in the Registration Books only upon presentation and surrender of such
Bond to the Paying Agent/Registrar for transfer of registration and cancellation,
together with proper written instruments of assignment, in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of such
Bond, or any portion thereof in any Authorized Denomination, to the assignee or
assignees thereof, and the right of such assignee or assignees to have such Bond or any
such portion thereof registered in the name of such assignee or assignees. Upon the
assignment and transfer of any Bond or any portion thereof, a new substitute Bond or
Bonds shall be issued in exchange therefor in the manner herein provided.
(b) The entity in whose name any Bond shall be registered in the Registration
Books at any time shall be treated as the absolute owner thereof for all purposes of this
Ordinance, whether such Bond shall be overdue, and the City and the Paying
Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or
on account of, the principal of, premium, if any, and interest on any such Bond shall be
made only to such registered owner. All such payments shall be valid and effectual to
satisfy and discharge the liability upon such Bond to the extent of the sum or sums so
paid.
(c) The City hereby further appoints the Paying Agent/Registrar to act as the
paying agent for paying the principal of and interest on the Bonds, and to act as its agent
to exchange or replace Bonds, all as provided in this Ordinance. The Paying
Agent/Registrar shall keep proper records of all payments made by the City and the
Paying Agent/Registrar with respect to the Bonds, and of all exchanges thereof, and all
replacements thereof, as provided in this Ordinance.
(d) Each Bond may be exchanged for fully registered bonds in the manner set
forth herein. Each Bond issued and delivered pursuant to this Ordinance, to the extent
of the unredeemed principal amount thereof, may, upon surrender thereof at the
Designated Payment Office of the Paying Agent/Registrar, together with a written
request therefor duly executed by the registered owner or the assignee or assignees
thereof, or its or their duly authorized attorneys or representatives, with guarantee of
signatures satisfactory to the Paying Agent/Registrar, at the option of the registered
owner or such assignee or assignees, as appropriate, be exchanged for fully registered
bonds, without interest coupons, in the form prescribed in the FORM OF BOND, in any
Authorized Denomination (subject to the requirement hereinafter stated that each
substitute Bond shall have a single stated maturity date), as requested in writing by such
registered owner or such assignee or assignees, in an aggregate principal amount equal to
the unredeemed principal amount of any Bond or Bonds so surrendered, and payable to
the appropriate registered owner, assignee, or assignees, as the case may be. If a portion
of any Bond shall be redeemed prior to its scheduled maturity as provided herein, a
substitute Bond or Bonds having the same maturity date, bearing interest at the same
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rate, in any Authorized Denomination at the request of the registered owner, and in an
aggregate principal amount equal to the unredeemed portion thereof, will be issued to
the registered owner upon surrender thereof for cancellation. If any Bond or portion
thereof is assigned and transferred, each Bond issued in exchange therefor shall have the
same principal maturity date and bear interest at the same rate as the Bond for which it
is being exchanged. Each substitute Bond shall bear a letter and/or number to
distinguish it from each other Bond. The Paying Agent/Registrar shall exchange or
replace Bonds as provided herein, and each fully registered Bond delivered in exchange
for or replacement of any Bond or portion thereof as permitted or required by any provi-
sion of this Ordinance shall constitute one of the Bonds for all purposes of this
Ordinance, and may again be exchanged or replaced. It is specifically provided, however,
that any Bond delivered in exchange for or replacement of another Bond prior to the first
scheduled interest payment date on the Bonds (as stated on the face thereof) shall be
dated the same date as such Bond, but each substitute Bond so delivered on or after such
first scheduled interest payment date shall be dated as of the interest payment date
preceding the date on which such substitute Bond is delivered, unless such substitute
Bond is delivered on an interest payment date, in which case it shall be dated as of such
delivery date; provided, however, that if at the time of delivery of any substitute Bond
the interest on the bond for which it is being exchanged has not been paid, then such
substitute Bond shall be dated as of the date to which such interest has been paid in full.
On each substitute Bond issued in exchange for or replacement of any Bond or Bonds
issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's
Authentication Certificate, in the form hereinafter set forth in the FORM OF BOND
(the "Authentication Certificate"). An authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such substitute Bond, date such substi-
tute Bond in the manner set forth above, and manually sign and date the Certificate, and
no such substitute Bond shall be deemed to be issued or outstanding unless the Certifi-
cate is so executed. The Paying Agent/Registrar promptly shall cancel all Bonds
surrendered for exchange or replacement. No additional ordinances, orders, or
resolutions need be passed or adopted by the City Council or any other body or person
so as to accomplish the foregoing exchange or replacement of any Bond or portion
hereof, and the Paying Agent/Registrar shall provide for the printing, execution, and
delivery of the substitute bonds in the manner prescribed herein. Pursuant to Chapter
1206, Texas Government Code, the duty of exchange or replacement of any Bond as
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aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution
of the Authentication Certificate, the exchanged or replaced Bond shall be valid,
incontestable, and enforceable in the same manner and with the same effect as the
Bonds which originally were delivered pursuant to this Ordinance, approved by the
Attorney General, and registered by the Comptroller of Public Accounts. Neither the
City nor the Paying Agent/Registrar shall be required (1) to issue, transfer, or exchange
any Bond during a period beginning at the opening of business 30 days before the day of
the first mailing of a notice of redemption of Bonds and ending at the close of business
on the day of such mailing, or (2) to transfer or exchange any Bond so selected for
redemption in whole when such redemption is scheduled to occur within 30 calendar
days.
(e) All Bonds issued in exchange or replacement of any other Bond or portion
thereof (i) shall be issued in fully registered form, without interest coupons, with the
principal of and interest on such Bonds to be payable only to the registered owners
thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be
transferred and assigned, (iv) may be exchanged for other Bonds, (v) shall have the
characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on
the Bonds shall be payable, all as provided, and in the manner required or indicated, in
the FORM OF BOND.
(f) The City shall pay the Paying Agent/Registrar's reasonable and customary
fees and charges for making transfers of Bonds, but the registered owner of any Bond
requesting such transfer shall pay any taxes or other governmental charges required to be
paid with respect thereto. The registered owner of any Bond requesting any exchange
shall pay the Paying Agent/Registrar's reasonable and standard or customary fees and
charges for exchanging any such Bond or portion thereof, together with any taxes or
governmental charges required to be paid with respect thereto, all as a condition
precedent to the exercise of such privilege of exchange, except, however, that in the case
of the exchange of an assigned and transferred Bond or Bonds or any portion or portions
thereof in any Authorized Denomination, and in the case of the exchange of the
unredeemed portion of a Bond which has been redeemed in part prior to maturity, as
provided in this Ordinance, such fees and charges will be paid by the City. In addition,
the City hereby covenants with the registered owners of the Bonds that it will (i) pay the
reasonable and standard or customary fees and charges of the Paying Agent/Registrar for
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its services with respect to the payment of the principal of and interest on the Bonds,
when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services
with respect to the transfer or registration of Bonds solely to the extent above provided,
and with respect to the exchange of Bonds solely to the extent above provided.
(g) The City covenants with the registered owners of the Bonds that at all times
while the Bonds are outstanding the City 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 Bonds under this Ordinance, and that the
Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its
option, change the Paying Agent/Registrar upon not less than 60 days written notice to
the Paying Agent/Registrar. In the event that the entity at any time acting as Paying
Agent/Registrar (or its successor by merger, acquisition, or other method) should resign
or otherwise cease to act as such, the City covenants that promptly it will appoint a
competent and legally qualified national or state banking institution which shall be a
corporation organized and doing business under the laws of the United States of America
or of any state, authorized under such laws to exercise trust powers, subject to super-
vision or examination by federal or state authority, and whose qualifications substantially
are similar to the previous Paying Agent/Registrar to act as Paying Agent/Registrar
under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous
Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a
copy thereof), along with all other pertinent books and records relating to the Bonds, to
the new Paying Agent/Registrar designated and appointed by the City. Upon any
change in the Paying Agent/Registrar, the City promptly will cause a written notice
thereof to be sent by the new Paying Agent/Registrar to each registered owner of the
Bonds, by United States mail, first-class postage prepaid, which notice also shall give the
address of the new Paying Agent/Registrar. By accepting the position and performing as
such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of
this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying
Agent/Registrar.
(h) Each redemption notice, whether required in the FORM OF BOND or
otherwise by this Ordinance, shall contain a description of the Bonds to be redeemed,
including the complete name of the Bonds, the series, the date of issue, the interest rate,
the maturity date, the CUSIP number, the amounts called for redemption, the mailing
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date for the notice, the date of redemption, the redemption price, the name of the Paying
Agent/Registrar and the address at which the Bond may be redeemed, including a
contact person and telephone number. All redemption payments made by the Paying
Agent/Registrar to the registered owners of the Bonds shall include CUSIP numbers
relating to each amount paid to such registered owner.
(i) With respect to the Bonds, to the extent required by the Code and the
regulations promulgated thereunder, the Paying Agent/Registrar shall report to the
Registered Owners and the Internal Revenue Service (i) the amount of "reportable
payments", if any, subject to backup withholding during each year and the amount of tax
withheld, if any, with respect to payments of the Bonds, and (ii) the amount of interest
or amount treated as interest on the Bonds and required to be included in the gross
income of the Registered Owner thereof.
6. That the form of all Bonds, including the form of the Comptroller's
Registration Certificate to accompany the Bonds on the initial delivery thereof, the form
of the Authentication Certificate, and the Form of Assignment to be printed on each of
the Bonds, shall be, respectively, substantially as set forth in Exhibit A to this Ordinance,
with such appropriate variations, omissions, or insertions as are permitted or required by
this Ordinance.
7. (a) That a special fund or account, to be designated the "City of Fort Worth,
Texas Series 2021 General Purpose Refunding and Improvement Bonds Interest and
Redemption Fund" (the "Interest and Redemption Fund") is hereby created and shall be
established and maintained by the City. The Interest and Redemption Fund shall be kept
separate and apart from all other funds and accounts of the City, and shall be used only
for paying the interest on and principal of the Bonds. All taxes levied and collected for
and on account of the Bonds shall be deposited, as collected, to the credit of the Interest
and Redemption Fund. During each year while any Bond is outstanding and unpaid, the
City Council of the City shall compute and ascertain the rate and amount of ad valorem
tax, based on the latest approved tax rolls of the City, with full allowances being made for
tax delinquencies and costs of tax collections, which will be sufficient to raise and
produce the money required to pay the interest on the Bonds as such interest comes due,
and to provide a sinking fund to pay the principal (including mandatory sinking fund
redemption payments, if any) of the Bonds as such principal matures, but never less than
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2% of the outstanding principal amount of the Bonds as a sinking fund each year. Said
rate and amount of ad valorem tax is hereby ordered to be levied and is hereby levied
against all taxable property in the City for each year while any of the Bonds is
outstanding and unpaid, and said ad valorem tax shall be assessed and collected each
such year and deposited to the credit of the Interest and Redemption Fund. Said ad
valorem taxes necessary to pay the interest on and principal of the Bonds, as such
interest comes due, and such principal matures or comes due through operation of the
mandatory sinking fund redemption, if any, as provided in the FORM OF BOND, are
hereby pledged for such purpose, within the limit prescribed by law.
(b) Chapter 1208, Texas Government Code, applies to the issuance of the Bonds
and the pledge of ad valorem taxes made under Section 7 (a) of this Ordinance, and such
pledge is therefore valid, effective, and perfected. If Texas law is amended at any time
while the Bonds are outstanding and unpaid such that the pledge of ad valorem taxes
made by the City under Section 7(a) of this Ordinance is to be subject to the filing
requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve
to the registered owners of the Bonds the perfection of the security interest in said
pledge, the City agrees to take such measures as it determines are reasonable and
necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas
Business & Commerce Code and enable a filing to perfect the security interest in said
pledge to occur.
8. (a) That in the event any outstanding Bond is damaged, mutilated, lost, stolen,
or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and
delivered, a new bond of the same principal amount, maturity, and interest rate, as the
damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the
manner hereinafter provided.
(b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed
Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or
destruction of a Bond, the applicant for a replacement bond shall furnish to the City and
to the Paying Agent/Registrar such security or indemnity as may be required by them to
save each of them harmless from any loss or damage with respect thereto. Also, in every
case of loss, theft, or destruction of a Bond, the applicant shall furnish to the City and to
the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction
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of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the
applicant shall surrender to the Paying Agent/Registrar for cancellation the Bond so
damaged or mutilated.
(c) Notwithstanding the foregoing provisions of this Section, in the event any
such Bond shall have matured, and no default has occurred which is then continuing in
the payment of the principal of, redemption premium, if any, or interest on the Bond,
the City may authorize the payment of the same (without surrender thereof except in the
case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided
security or indemnity is furnished as above provided in this Section.
(d) Prior to the issuance of any replacement Bond, the Paying Agent/Registrar
shall charge the owner of such Bond with all legal, printing, and other expenses in
connection therewith. Every replacement bond issued pursuant to the provisions of this
Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a
contractual obligation of the City whether the lost, stolen, or destroyed Bond shall be
found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Ordinance equally and proportionately with any and all other Bonds duly issued
under this Ordinance.
(e) In accordance with Chapter 1206, Texas Government Code, this Section of
this Ordinance shall constitute authority for the issuance of any such replacement bond
without necessity of further action by the governing body of the City or any other body
or person, and the duty of the replacement of such bonds is hereby authorized and
imposed upon the Paying Agent/Registrar, subject to the conditions imposed by this
Section 8 of this Ordinance, and the Paying Agent/Registrar shall authenticate and
deliver such bonds in the form and manner and with the effect, as provided in Section
5(d) of this Ordinance for Bonds issued in exchange for other Bonds.
9. That the Mayor, the City Manager, any Assistant City Manager, the Chief
Financial Officer/Director of Financial Management Services of the City, and the City
Secretary, and all other officers, employees, and agents of the City, and each of them,
shall be and they are hereby expressly authorized, empowered, and directed from time to
time and at any time to do and perform all such acts and things and to execute,
acknowledge, and deliver in the name and under the seal and on behalf of the City all
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such instruments, whether herein mentioned, as may be necessary or desirable in order
to carry out the terms and provisions of this Ordinance or the Bonds. In case any officer
whose signature appears on any Bond shall cease to be such officer before the delivery of
such Bond, such signature shall nevertheless be valid and sufficient for all purposes the
same as if he or she had remained in office until such delivery. The City Manager of the
City or the designee thereof is hereby authorized to have control of the Bonds and all
necessary records and proceedings pertaining to the Bonds pending their delivery and
their investigation, examination and approval by the Attorney General of the State of
Texas, and their registration by the Comptroller of Public Accounts of the State of
Texas. Upon registration of the Bonds, said Comptroller of Public Accounts (or a
deputy designated in writing to act for said Comptroller) shall manually sign the
Comptroller's Registration Certificate accompanying the Bonds, and the seal of said
Comptroller shall be impressed, or placed in facsimile, on each such certificate. 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 Bonds, in the amount determined in accordance with the provisions of Section
1202.004, Texas Government Code.
10. That the proceeds from the sale of the Bonds shall be used in the manner
described in a letter of instructions executed by or on behalf of the City, provided, that
proceeds representing accrued interest on the Bonds shall be deposited to the credit of
the Interest and Redemption Fund and proceeds representing premium on the Bonds
shall be used in a manner consistent with the provisions of Section 1201.042(d), Texas
Government Code.
11. That the City covenants to take any action to assure, or refrain from any
action which would adversely affect, the treatment of the Bonds as obligations described
in section 103 of the Internal Revenue Code of 1986 (the "Code"), the interest on which
is not includable in the "gross income" of the holder for purposes of federal income taxa-
tion. In furtherance thereof, the City covenants as follows:
(a) to take any action to assure that no more than 10 percent of the
proceeds of the Bonds or the projects financed or refinanced therewith (less
amounts deposited to a reserve fund, if any) are used for any "private business
use", as defined in section 141(b) (6) of the Code or, if more than 10 percent of
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the proceeds are so used, that amounts, whether or not received by the City, with
respect to such private business use, do not, under the terms of this Ordinance or
any underlying arrangement, directly or indirectly, secure or provide for the
payment of more than 10 percent of the debt service on the Bonds, in contra-
vention of section 141(b) (2) of the Code;
(b) to take any action to assure that in the event that the "private
business use" described in subsection (a) hereof exceeds 5 percent of the proceeds
of the Bonds or the projects financed therewith (less amounts deposited into a
reserve fund, if any) then the amount in excess of 5 percent is used for a "private
business use" which is "related" and not "disproportionate", within the meaning of
section 141(b) (3) of the Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the
lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (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
Bonds being treated as "private activity bonds" within the meaning of section
141(b) of the Code;
(e) to refrain from taking any action that would result in the Bonds
being "federally guaranteed" within the meaning of section 149 (b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds,
directly or indirectly, to acquire or to replace funds which were used, directly or
indirectly, to acquire investment property (as defined in section 148(b) (2) of the
Code) which produces a materially higher yield over the term of the Bonds, other
than investment property acquired with --
(1) proceeds of the Bonds invested for a reasonable temporary
period until such proceeds are needed for the purpose for which the Bonds
are issued,
(2) amounts invested in a bona fide debt service fund, within the
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meaning of section 1.148-1(b) of the Treasury Regulations (as used in this
Ordinance, "Treasury Regulations" means all applicable temporary,
proposed and final regulations promulgated under the Code or
promulgated under the Internal Revenue Code of 1954, to the extent
applicable to the Code), and
(3) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of
the proceeds of the Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or
amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds
do not otherwise contravene the requirements of section 148 of the Code (relating
to arbitrage);
(h) to refrain from using the proceeds of the Bonds or the proceeds of
any prior bonds to pay debt service on another issue more than 90 days after the
date of issue of the Bonds in contravention of section 149 (d) of the Code (relating
to advance refundings); and
(i) to pay to the United States of America at least once during each
five-year period (beginning on the delivery date of the Bonds) 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 Bonds have been paid in full, 100 percent of the amount
then required to be paid as a result of Excess Earnings under section 148(f) of the
Code.
For purposes of the foregoing clauses (a) and (b) above, the City understands that the
term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations
and, in the case of a refunding bond, transferred proceeds (if any) and proceeds of the
refunded bonds expended prior to the date of the issuance of the Bonds. It is the
understanding of the City that the covenants contained herein are intended to assure
compliance with the Code and any regulations or rulings promulgated by the U.S.
Department of the Treasury pursuant thereto. In the event that regulations or rulings
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are hereafter promulgated which modify or expand provisions of the Code, as applicable
to the Bonds, the City will not be required to comply with any covenant contained herein
to the extent that such failure to comply, in the opinion of nationally -recognized bond
counsel, will not adversely affect the exemption from federal income taxation of interest
on the Bonds under section 103 of the Code. In the event that regulations or rulings are
hereafter promulgated which impose additional requirements which are applicable to the
Bonds, the City agrees to comply with the additional requirements to the extent
necessary, in the opinion of nationally -recognized bond counsel, to preserve the
exemption from federal income taxation of interest on the Bonds under section 103 of
the Code. In furtherance of the foregoing, each of the Mayor, the City Manager, any
Assistant City Manager, and the Chief Financial Officer/Director of Financial
Management Services of the City may execute any certificates or other reports required
by the Code and to make such elections, on behalf of the City, which may be permitted
by the Code as are consistent with the purpose for the issuance of the Bonds.
In order to facilitate compliance with the above clause (i), a "Rebate Fund" may
be established by the City for the sole benefit of the United States of America, and such
Rebate Fund shall not be subject to the claim of any other person, including without
limitation the registered owners of the Bonds. The Rebate Fund would be established
for the additional purpose of compliance with section 148 of the Code.
12. (a) Allocation of, and Limitation on, Expenditures for the Project. That the
City covenants to account for the expenditure of proceeds from the sale of the Bonds and
any investment earnings thereon to be used for the purposes described in clause (ii) of
Section 1 of this Ordinance (each such purpose referred to herein and in subsection (b)
of this Section as a "Project") on its books and records by allocating proceeds to
expenditures within 18 months of the later of the date that (a) the expenditure on a
Project is made or (b) each such Project is completed. The foregoing notwithstanding,
the City shall not expend such proceeds or investment earnings more than 60 days after
the later of (a) the fifth anniversary of the delivery date of the Bonds or (b) the date the
Bonds are retired, unless the City obtains an opinion of nationally -recognized bond
counsel substantially to the effect that such expenditure will not adversely affect the tax-
exempt status of the Bonds.
(b) Disposition of Project. The City covenants that the property financed or
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refinanced with the proceeds of the Bonds will not be sold or otherwise disposed in a
transaction resulting in the receipt by the City of cash or other compensation, unless the
City obtains an opinion of nationally -recognized bond counsel substantially to the effect
that such sale or other disposition will not adversely affect the tax-exempt status of the
Bonds. For purposes of this Section, the portion of the property comprising personal
property and disposed of in the ordinary course of business shall not be treated as a
transaction resulting in the receipt of cash or other compensation. For purposes of this
Section, the City shall not be obligated to comply with this covenant if it obtains an
opinion of nationally -recognized bond counsel to the effect that such failure to comply
will not adversely affect the excludability for federal income tax purposes from gross
income of the interest.
(c) Written Procedures. Until superseded by another action of the City, the
written procedures to ensure compliance with the covenants contained herein regarding
private business use, remedial actions, arbitrage and rebate approved by the City on
September 15, 2020, apply to the issuance of the Bonds, and are incorporated by
reference into this Ordinance.
(d) Reimbursement of Expenditures. The City finds, considers, and declares that
the reimbursement of expenditures for the purposes described in the preamble to this
Ordinance incurred within 60 days of the date this Ordinance is passed, and thereafter,
will be appropriate and consistent with the lawful objectives of the City and, as such, the
City chooses to declare its intention, in accordance with the provisions of section 1.150-2
of the Treasury Regulations, to reimburse itself for such payments at such time as it
issues public securities to finance improvements for the purposes described in the
preamble to this Ordinance; provided, that all such costs to be reimbursed will be capital
expenditures, and that any such public securities to be issued shall be issued within 18
months of the later of (i) the date the expenditures were paid or (ii) the date on which
the property, with respect to which such expenditures were made, is placed in service;
and the foregoing notwithstanding, the public securities will not be issued on a date that
is more than three years after the date any expenditure which is to be reimbursed is paid.
13. (a) Definitions. That, as used in this Section, the following terms shall have
the meanings ascribed to such terms below:
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"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 Payment Office of the Paying
Agent/Registrar is located.
"MSRB' means the Municipal Securities Rulemaking Board.
"Rule' means SEC Rule 15c2-12, as amended from time to time.
"SEC' means the United States Securities and Exchange Commission.
(b) Annual Reports. (i) The City shall provide annually to the MSRB (1) within
six months after the end of each fiscal year ending in or after 2021, financial information
and operating data with respect to the City of the general type described in Exhibit B
hereto, and (2) if not provided as part of the 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 B hereto, or such other accounting principles as the City may be
required to employ from time to time pursuant to state law or regulation, and
(2) audited, if the City commissions an audit of such statements and the audit is
completed within twelve months after the end of each fiscal year ending in or after 2021.
If audited financial statements are not available by the end of the twelve month period,
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 B hereto under the heading "Annual Financial
Statements and Operating Data" by the required time, and shall provide audited
financial statements for the applicable fiscal year to the MSRB, when and if the audited
financial statements become available.
(ii) If the City changes its fiscal year, it will notify the MSRB of the change (and
of the date of the new fiscal year end) prior to the next date by which 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
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it is available from the MSRB) that theretofore has been provided to the MSRB or filed
with the SEC. Filings shall be made electronically, in such format as is prescribed by the
MSRB.
(c) Disclosure Event Notices. The City shall notify the MSRB of any of the
following events with respect to the Bonds, 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 Bonds, or other
material events affecting the tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the
Bonds, if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the City;
13. The consummation of a merger, consolidation, or acquisition
involving the City or the sale of all or substantially all of the assets of
the City, other than in the ordinary course of business, the entry
into a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions,
other than pursuant to its terms, if material;
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14. Appointment of a successor Paying Agent/Registrar or change in
the name of the Paying Agent/Registrar, if material;
15. Incurrence of a Financial Obligation of the Obligated Person, if
material, or agreement to covenants, events of default, remedies,
priority rights, or other similar terms of a Financial Obligation of the
Obligated Person, any of which affect security holders, if material;
and
16. Default, event of acceleration, termination event, modification of
terms, or other similar event under the terms of a Financial
Obligation of the Obligated Person, and which reflect financial
difficulties.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section
by the time required by subsection (b).
As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or
similar event" means the appointment of a receiver, fiscal agent or similar officer for the
City in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under
state or federal law in which a court or governmental authority has assumed jurisdiction
over substantially all of the assets or business of the City, or if jurisdiction has been
assumed by leaving the City Council and officials or officers of the City in possession but
subject to the supervision and orders of a court or governmental authority, or the entry
of an order confirming a plan of reorganization, arrangement or liquidation by a court or
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
23
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.
(d) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated
to observe and perform the covenants specified in this Section for so long as, but only for
so long as, the City remains an "obligated person" with respect to the Bonds within the
meaning of the Rule, except that the City in any event will give notice of any deposit
made in accordance with this Ordinance or applicable law that causes any Bonds no
longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and
beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give
any benefit or any legal or equitable right, remedy, or claim hereunder to any other
person. The City undertakes to provide only the financial information, operating data,
financial statements, and notices which it has expressly agreed to provide pursuant to
this Section and does not hereby undertake to provide any other information that may be
relevant or material to a complete presentation of the City's financial results, condition,
or prospects or to update any information provided in accordance with this Section or
otherwise, except as 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 Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND 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
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any other provision of this Ordinance. Nothing in this Section is intended or shall act to
disclaim, waive, or otherwise limit the duties of the City under federal and state
securities laws.
(v) Should the Rule be amended to obligate the City to make filings with or
provide notices to entities other than the MSRB, the City agrees to undertake such
obligation in accordance with the Rule as amended.
(vi) The provisions of this Section may be amended by the City from time to time
to adapt to changed circumstances that arise from a change in legal requirements, a
change in law, or a change in the identity, nature, status, or type of operations of the
City, but only if (1) the provisions of this Section, as so amended, would have permitted
an underwriter to purchase or sell Bonds in the primary offering of the Bonds in
compliance with the Rule, taking into account any amendments or interpretations of the
Rule since such offering as well as such changed circumstances and (2) either (a) the
holders of a majority in aggregate principal amount (or any greater amount required by
any other provision of this Ordinance that authorizes such an amendment) of the
outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with
the City (such as nationally recognized bond counsel) determines that such amendment
will not materially impair the interest of the holders and beneficial owners of the Bonds.
If the City so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided in accordance with subsection (b)
of this Section an 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 Bonds in the primary offering of the Bonds.
14. That the Bonds shall be issued and delivered in such manner that no
physical distribution of the Bonds will be made to the public, and The Depository Trust
Company ("DTC"), New York, New York, initially may act as depository for the Bonds.
DTC has represented that it is a limited purpose trust company incorporated under the
laws of the State of New York, a member of the Federal Reserve System, a "clearing
25
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
definitive Bonds delivered to the purchasers thereof shall be registered in the name of
CEDE & CO., the nominee of DTC. DTC may hold the Bonds on behalf of the
purchasers thereof. So long as each Bond is registered in the name of CEDE & CO., the
Paying Agent/Registrar shall treat and deal with DTC the same in all respects as if it
were the actual and beneficial owner thereof. DTC may maintain a book -entry system
which will identify ownership of the Bonds in integral amounts of $5,000, with transfers
of ownership being effected on the records of DTC and its participants pursuant to rules
and regulations established by them, and with the Bonds initially deposited with DTC
being immobilized and not be further exchanged for substitute Bonds except as
hereinafter provided. The City is not responsible or liable for any functions 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 Bonds.
It shall be the duty of the DTC participants to make all arrangements with DTC to
establish this book -entry system, the beneficial ownership of the Bonds, and the method
of paying the fees and charges of DTC. The City does not represent, nor does it in any
way covenant that any book -entry system established with DTC will be maintained in the
future. If for any reason should any originally delivered Bond be duly filed with the
Paying Agent/Registrar with a proper request for transfer and substitution, as provided
for in this Ordinance, substitute Bonds will be duly delivered as provided in this
Ordinance, and there will be no assurance or representation that any book -entry system
will be maintained for such Bonds. The City heretofore has executed a "Blanket Letter
of Representations" prepared by DTC in order to implement the book -entry system
described above.
15. (a) Defeased Bonds. That any Bond and the interest thereon shall be deemed
to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of
this Ordinance, except to the extent provided in subsection (d) of this Section, when
payment of the principal of such Bond, plus interest thereon to the due date (whether
such due date be by reason of maturity or otherwise) either (i) shall have been made or
caused to be made in accordance with the terms thereof, or (ii) shall have been provided
26
for on or before such due date by irrevocably depositing with or making available to the
Paying Agent/Registrar in accordance with an escrow agreement or other instrument
(the "Future Escrow Agreement") for such payment (1) lawful money of the United
States of America sufficient to make such payment or (2) Defeasance Securities that
mature as to principal and interest in such amounts and at such times as will insure the
availability, without reinvestment, of sufficient money to provide for such payment, and
when proper arrangements have been made by the City with the Paying Agent/Registrar
for the payment of its services until all Defeased Bonds shall have become due and
payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as
aforesaid, such Bond and the interest thereon shall no longer be secured by, payable
from, or entitled to the benefits of, the ad valorem taxes or revenues herein levied and
pledged as provided in this Ordinance, and such principal and interest shall be payable
solely from such money or Defeasance Securities. Notwithstanding any other provision
of this Ordinance to the contrary, it is hereby provided that any determination not to
redeem Defeased Bonds that is made in conjunction with the payment arrangements
specified in subsection 15(a)(i) or (ii) shall not be irrevocable, provided that: (1) in the
proceedings providing for such payment arrangements, the City expressly reserves the
right to call the Defeased Bonds for redemption; (2) gives notice of the reservation of
that right to the owners of the Defeased Bonds immediately following the making of the
payment arrangements; and (3) directs that notice of the reservation be included in any
redemption notices that it authorizes.
(b) Investment in Defeasance Securities. Any moneys so deposited with the
Paying Agent/Registrar may at the written direction of the City be invested in
Defeasance Securities, maturing in the amounts and times as hereinbefore set forth. Any
Future Escrow Agreement pursuant to which the money and/or Defeasance Securities
are held for the payment of Defeased Bonds may contain provisions permitting the
investment or reinvestment of such moneys in Defeasance Securities or the substitution
of other Defeasance Securities upon the satisfaction of the requirements specified in
subsection 15(a)(i) or (ii). All income from such Defeasance Securities received by the
Paying Agent/Registrar which is not required for the payment of the Defeased Bonds,
with respect to which such money has been so deposited, shall be remitted to the City or
deposited as directed in writing by the City, and upon receipt of an opinion of nationally -
recognized bond counsel that such transfer is permitted under state law.
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(c) Defeasance Securities Defined. The term "Defeasance Securities" means
(i) direct, noncallable obligations of the United States of America, including obligations
that are unconditionally guaranteed by the United States of America and (ii) noncallable
obligations of an agency or instrumentality of the United States of America, including
obligations that are unconditionally guaranteed or insured by the agency or
instrumentality, and that, on the date of the purchase thereof, are rated as to investment
quality by a nationally recognized investment rating firm not less than AAA or its
equivalent.
(d) Paying Agent/Registrar Services. Until all Defeased Bonds shall have
become due and payable, the Paying Agent/Registrar shall perform the services of
Paying Agent/Registrar for such Defeased Bonds the same as if they had not been
defeased, and the City shall make proper arrangements to provide and pay for such
services as required by this Ordinance.
(e) Selection of Bonds for Defeasance. In the event that the City elects to
defease less than all of the principal amount of Bonds of a maturity, the Paying
Agent/Registrar shall select, or cause to be selected, such amount of Bonds by such
random method as it deems fair and appropriate in accordance with any requirements of
a securities depository, if applicable; provided that a portion of a Bond may be redeemed
only in any denomination or denominations in any Authorized Denomination.
16. (a) Events of Default. That each of the following occurrences or events for
the purpose of 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
Bonds when the same becomes due and payable; or
(ii) except as provided in Section 13 (d) (iv) of this Ordinance, default in
the performance or observance of any other covenant, agreement or obligation of
the City, the failure to perform which materially, adversely affects the rights of the
registered owners of the Bonds, including, but not limited to, their prospect or
ability to be repaid in accordance with this Ordinance, and the continuation
thereof for a period of 60 days after notice of such default is given by any
registered owner to the City.
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(b) Remedies for Default
(i) Upon the happening of any Event of Default, then and in every case,
any registered owner or an authorized representative thereof, including, but not
limited to, a trustee or trustees therefor, may proceed against the City, or any
official, officer or employee of the City in their official capacity, for the purpose of
protecting and enforcing the rights of the registered owners under this
Ordinance, by mandamus or other suit, action or special proceeding in equity or
at law, in any court of competent jurisdiction, for any relief permitted by law as
permitted by this Ordinance, including the specific performance of any covenant
or agreement contained herein, or thereby to enjoin any act or thing that may be
unlawful or in violation of any right of the registered owners hereunder or any
combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and
maintained for the equal benefit of all registered owners of Bonds then
outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of
any other available remedy or remedies, but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or
under the Bonds or now or hereafter existing at law or in equity; provided,
however, that notwithstanding any other provision of this Ordinance, the right to
accelerate the debt evidenced by the Bonds shall not be available as a remedy
under this Ordinance.
(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 Bond 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.
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(iv) None of the members of the City Council, nor any other official or
officer, agent, or employee of the City, shall be charged personally by the
registered owners with any liability, or be held personally liable to the registered
owners under any term or provision of this Ordinance, or because of any Event of
Default or alleged Event of Default under this Ordinance.
17. That interest earnings derived from the investment of proceeds from the sale
of the Bonds may be used along with other available Bond proceeds for the construction
of the permanent improvements set forth in clause (ii) of Section 1 hereof for which the
Bonds are issued or for the payment of debt service on the Bonds; provided, that after
completion of such permanent improvements, if any of such interest earnings remain on
hand, such interest earnings shall be deposited in the Interest and Redemption Fund.
18. (a) That the holders of the Bonds aggregating a majority of the aggregate
principal amount of then outstanding Bonds shall have the right from time to time to
approve any amendment to this Ordinance which may be deemed necessary or desirable
by the City; provided, however, that without the consent of the holders of all of the
Bonds at the time outstanding, nothing herein contained shall permit or be construed to
permit the amendment of the terms and conditions in this Ordinance or in the Bonds so
as to:
(1) Make any change in the maturity of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal payable on the outstanding Bonds;
(4) Modify the terms of payment of principal of or interest on the outstanding
Bonds or impose any conditions with respect to such payment;
(5) Affect the rights of the holders of less than all of the Bonds then
outstanding; or
(6) Change the minimum percentage of the principal amount of Bonds
necessary for consent to such amendment.
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(b) 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 Bonds. Such publication is not
required, however, if notice in writing is given to each holder of Bonds.
(c) 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 Bonds then outstanding, which instrument or
instruments shall refer to the proposed amendment described in said notice and which
specifically consent to and approve such amendment in substantially the form of the
copy thereof on file with the Paying Agent/Registrar, the City Council may pass the
amendatory ordinance in substantially the same form.
(d) Upon the passage of any amendatory ordinance pursuant to the provisions
of this 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 Bonds shall thereafter be
determined, exercised and enforced hereunder, subject in all respects to such
amendments.
(e) Any consent given by the holder of a Bond pursuant to the provisions of
this Section shall be irrevocable for a period of six months from the date of the first
publication of the notice provided for in this Section, and shall be conclusive and binding
upon all future holders of the same Bond during such period. Such consent may be
revoked at any time after six months from the date of the first publication of such notice
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by the holder who gave such consent, or by a successor in title, by filing notice thereof
with the Paying Agent/Registrar therefor and the City, but such revocation shall not be
effective if the holders of a majority in aggregate principal amount of the then
outstanding Bonds as in this Section defined have, prior to the attempted revocation,
consented to and approved the amendment.
(f) For the purposes of this Section, the ownership and other matters relating
to all Bonds registered as to ownership shall be determined from the registration books
kept by the Paying 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) 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 bondholders or to surrender, restrict or limit
any right or power herein reserved to or conferred upon the City;
(2) To make such provisions for the purpose of curing any ambiguity, or
curing, correcting or supplementing any defective provision contained in this
Ordinance, or in regard to clarifying matters or questions arising under this
Ordinance, including, without limitation, those matters described in Section
13(d) (v) hereof, as are necessary or desirable and not contrary to or inconsistent
with this Ordinance and which shall not adversely affect the interests of the
holders of the Bonds; or
(3) To modify any of the provisions of this Ordinance in any other
respect whatsoever, provided that such modification shall be, and be expressed to
be, effective only after all previously issued Bonds outstanding at the date of the
adoption of such modification shall cease to be outstanding.
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19. That concurrently with the delivery of the Bonds, if Bonds are issued for
the purpose of refunding any Refunded Obligations, the Chief Financial
Officer/Director of Financial Management Services of the City shall cause to be
deposited with a designated escrow agent an amount sufficient to provide for the
refunding of the Refunded Obligations in accordance with Chapter 1207. This deposit
shall be made from the proceeds from the sale of the Bonds and other available moneys
of the City, all as described in the letter of instructions referred to in Section 10 of this
Ordinance. For this purpose, the City Council authorizes the City Manager, the Chief
Financial Officer/Director of Financial Management Services of the City or any
Assistant City Manager and the City Secretary to execute the Escrow Agreement, in
substantially the form and substance attached to this Ordinance. If required by law, the
City shall not execute the Escrow Agreement unless the designated escrow agent either
has confirmed to the Chief Financial Officer/Director of Financial Management Services
of the City that it has made disclosure filings to the Texas Ethics Commission in
accordance with Section 2252.908, Texas Government Code or is exempt from making a
disclosure filing under Section 2252.908(c) (4), Texas Government Code. Within thirty
(30) days of receipt of a disclosure filing from the designated escrow agent, the City will
acknowledge such disclosure filing in accordance with the rules of the Texas Ethics
Commission.
20. That the City Council determines that, subject to the delivery of Bonds for
the purpose of refunding Refunded Obligations, the Refunded Obligations to be
refunded shall be called for redemption at the redemption price of par plus accrued
interest to the date fixed for redemption, on the redemption date set forth in the Official
Statement, all in accordance with the applicable provisions of the proceedings
authorizing the issuance of the Refunded Obligations. The City Manager or his designee
shall take such actions necessary to cause the required notice of redemption to be given
in accordance with the terms of the proceedings for the Refunded Obligations so called
for redemption.
21. That for all purposes of this Ordinance, unless the context requires
otherwise, all references to designated Sections and other subdivisions are to the
Sections and other subdivisions of this Ordinance. The words "herein", "hereof' and
"hereunder" and other words of similar import refer to this Ordinance as a whole and not
33
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 means such provision
as it exists on the date this Ordinance is adopted by the City and any future amendments
thereto or successor provisions thereof. Any reference to the payment of principal in this
Ordinance shall be deemed to include the payment of any mandatory sinking fund
redemption payments as described herein. Any reference to "FORM OF BOND" shall
refer to the form of the Bonds set forth in Exhibit A to this Ordinance. The titles and
headings of the Sections and subsections of this Ordinance have been inserted for
convenience of reference only and are not to be considered a part hereof and shall not in
any way modify or restrict any of the terms or provisions hereof. The findings set forth
in the preamble to this Ordinance are hereby incorporated into the body of this
Ordinance and made a part hereof for all purposes. As used in this Ordinance, the term
"Refunded Obligations" shall include any Obligations Refunded for Savings and
Refunded Tax Notes refunded with proceeds of the Bonds.
22. That the City has satisfied or will satisfy the appraisal requirements of Section
252.051, Texas Local Government Code, in the acquisition of real property with
proceeds of the Bonds.
23. That all ordinances and resolutions or parts thereof in conflict herewith are
hereby repealed.
24. That, in accordance with the provisions of Section 1201.028, Texas
Government Code, this Ordinance shall be effective immediately upon its adoption by
the City Council.
[Execution Page Follows]
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25. That it is hereby officially found and determined that the meeting at which
this Ordinance was passed was open to the public, and public notice of the time, place
and purpose of said meeting was given, all as required by Chapter 551, Texas
Government Code.
ADOPTED AND EFFECTIVE April 13, 2021.
ATTEST:
City Secretary,
City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
City Attorney, City of Fort Worth, Texas
Mayor, City of Fort Worth, Texas
(SEAL)
35
Signature Page -Ordinance Authorizing Issuance of General Purpose Refunding and Improvement Bonds, Series
2021
36
SC 14FT)TTT.F T
CITY OF FORT WORTH, TEXAS GENERAL PURPOSE REFUNDING BONDS, SERIES 2011, all
bonds maturing on March 1 in each of the years 2022 and 2023, in the aggregate principal amount of
$8,625,000. Redemption Price: par plus accrued interest to the date of redemption; Redemption Date: July
14, 2021* (the "Obligations Refunded for Savings").
CITY OF FORT WORTH, TEXAS TAX NOTES, SERIES 2021A, all notes maturing on March 1 in each
of the years 2022 through 2026, in the aggregate principal amount of $74,000,000. Redemption Price: par
plus accrued interest to the date of redemption; Redemption Date: September 1, 2021 (the "Refunded Tax
Notes").
*Or such later date approved by the City Manager.
Schedule I
Schedule I
NO.
EXHIBIT A
FORM OF BOND
E]
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH, TEXAS
GENERAL PURPOSE REFUNDING AND IMPROVEMENT BOND, SERIES 2021
MATURITY DATE INTEREST DELIVERY DATE CUSIP
Registered Owner:
Principal Amount:
RATE July 13, 2021
Dollars
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT
WORTH, TEXAS (the "Issuer"), being a political subdivision of the State of Texas,
hereby promises to pay to the Registered Owner set forth above, or registered assigns
(either being hereinafter called the "registered owner") the principal amount set forth
above, and interest thereon from the Delivery Date specified above, to the maturity date
specified above, or the date of its redemption prior to scheduled maturity, at the rate of
interest per annum specified above, with said interest being payable on March 1, 2022,
and semiannually on each September 1 and March 1 thereafter; except that if the Paying
Agent/Registrar's Authentication Certificate appearing on the face of this Bond is dated
later than March 1, 2022, such interest is payable semiannually on each September 1 and
March 1 following such date. Interest on this Bond shall be calculated on the basis of a
360-day year consisting of twelve 30-day months.
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THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful
money of the United States of America, without exchange or collection charges. The
principal of this Bond shall be paid to the registered owner hereof upon presentation and
surrender of this Bond at maturity or redemption prior to maturity at the designated
corporate trust office in Dallas, Texas (the "Designated Payment Office"), of BOKF,
NA, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on
this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof as
shown by the Registration Books kept by the Paying Agent/Registrar at the close of
business on the 15th day of the month next preceding such interest payment date by
check, dated as of such interest payment date, drawn by the Paying Agent/Registrar on,
and payable solely from, funds of the Issuer required to be on deposit with the Paying
Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent
by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each
such interest payment date, to the registered owner hereof at its address as it appears on
the Registration Books kept by the Paying Agent/Registrar, as hereinafter described.
Any accrued interest due at maturity or upon redemption of this Bond prior to maturity
as provided herein shall be paid to the registered owner upon presentation and surrender
of this Bond for redemption and payment at the Designated Payment Office of the
Paying Agent/Registrar.
IN THE EVENT OF A NON-PAYMENT of interest on a scheduled payment
date, and for 30 days thereafter, a new record date for such interest payment (a "Special
Record Date") will be established by the Paying Agent/Registrar, if and when funds for
the payment of such interest have been received from the Issuer. Notice of the Special
Record Date and of the scheduled payment date of the past due interest ("Special
Payment Date", which shall be 15 days after the Special Record Date) shall be sent at
least five business days prior to the Special Record Date by United States mail, first class
postage prepaid, to the address of each registered owner of a Bond 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 Bond shall
be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City
of Fort Worth or the city where the Designated Payment Office of the Paying
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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 Bonds is determined only by a book entry at a securities depository for the Bonds,
any payment to the securities depository, or its nominee or 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 Bond that no later
than each principal payment and/or interest payment date for this Bond it will make
available to the Paying Agent/Registrar from the Interest and Redemption Fund as
defined by the ordinance authorizing the Bonds (the "Ordinance") the amounts required
to provide for the payment, in immediately available funds, of all principal of and interest
on the Bonds, when due.
THIS BOND is one of a Series of Bonds of like tenor and effect except as to
number, principal amount, interest rate, maturity and option of redemption, dated
2021, authorized in accordance with the Constitution and laws of the State of
Texas in the principal amount of $ for the following purposes, to -wit,
constructing permanent street and pedestrian mobility improvements, park and
recreation improvements and animal care and shelter improvements; to refund the
Refunded Obligations; and to pay the costs incurred in connection with the issuance of
the Bonds.
ON MARCH 1, 2030, or on any date thereafter, the Bonds of this Series maturing
on March 1, 2031 and thereafter may be redeemed prior to their scheduled maturities, at
the option of the Issuer, in whole, or in part, at par and accrued interest to the date fixed
for redemption. The years of maturity of the Bonds called for redemption at the option
of the Issuer prior to their stated maturity shall be selected by the Issuer. The Bonds or
portions thereof redeemed within a maturity shall be selected by lot or other method by
the Paying Agent/Registrar; provided, that during any period in which ownership of the
Bonds is determined only by a book entry at a securities depository for the Bonds, if
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fewer than all of the Bonds of the same maturity and bearing the same interest rate are to
be redeemed, the particular Bonds of such maturity and bearing such interest rate shall
be selected in accordance with the arrangements between the Issuer and the securities
depository.
THE BONDS are also subject to mandatory redemption in part by lot pursuant to
the terms of the Ordinance on March 1 in each of the years 20_ and 20_, with respect
to Bonds maturing March 1, 20, in the following years and in the following amounts, at
a price equal to the principal amount thereof and accrued and unpaid interest to the date
of redemption, without premium:
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Year Principal Amount ($)
* Final Maturity
To the extent, however, that Bonds subject to sinking fund redemption have been
previously purchased or called for redemption in part and otherwise than from a sinking
fund redemption payment, each annual sinking fund payment for such Bond shall be
reduced by the amount obtained by multiplying the principal amount of Bonds so
purchased or redeemed by the ratio which each remaining annual sinking fund
redemption payment for such Bonds bears to the total remaining sinking fund payments,
and by rounding each such payment to the nearest $5,000 integral; provided, that during
any period in which ownership of the Bonds is determined only by a book entry at a
securities depository for the Bonds, the particular Bonds to be called for mandatory
redemption shall be selected in accordance with the arrangements between the City and
the securities depository.
NOTICE OF any such redemption of Bonds shall be given in the following
manner, to -wit, a written notice of such redemption shall be given to the registered
owner of each Bond or a portion thereof being called for redemption at least 30 days
prior to the date fixed for such redemption by depositing such notice in the United
States mail, first-class postage prepaid, addressed to each such registered owner at his
address shown on the Registration Books of the Paying Agent/Registrar. Any notice so
mailed shall be conclusively presumed to have been duly given notwithstanding whether
one or more registered owners may have failed to have received such notice. By the date
fixed for any such redemption due provision shall be made by the Issuer with the Paying
Agent/Registrar for the payment of the required redemption price for this Bond or the
portion hereof which is to be so redeemed, plus accrued interest thereon to the date fixed
for redemption. If such notice of redemption is given, and if due provision for such
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payment is made, all as provided above, this Bond, or the portion hereof which is to be so
redeemed, thereby automatically shall be redeemed prior to its scheduled maturity, and
shall not bear interest after the date fixed for its redemption, and shall not be regarded as
being outstanding except for the right of the registered owner to receive the redemption
price plus accrued interest to the date fixed for redemption from the Paying
Agent/Registrar out of the funds provided for such payment. The Paying
Agent/Registrar shall record in the Registration Books all such redemptions of principal
of this Bond or any portion hereof. If a portion of any Bond shall be redeemed a
substitute Bond or Bonds having the same maturity date, bearing interest at the same
rate, in any denomination or denominations in any integral multiple of $5,000 (an
"Authorized Denomination"), at the written request of the registered owner, and in
aggregate principal amount equal to the unredeemed portion thereof, will be issued to
the registered owner upon the surrender thereof for cancellation, at the expense of the
Issuer, all as provided in the Ordinance. The Bonds or portions thereof redeemed within
a maturity shall be selected by lot or other customary random method selected by the
Paying Agent/Registrar in accordance with any requirements of a securities depository,
if applicable (provided that a portion of a Bond may be redeemed only in any
denomination or denominations in any Authorized Denomination).
THE FOREGOING PARAGRAPH NOTWITHSTANDING, with respect to any
optional redemption of the Bonds, unless certain prerequisites to such optional
redemption required by the Ordinance have been met and money sufficient to pay the
principal of, premium, if any, and interest on the Bonds to be redeemed will have been
received by the Paying Agent/Registrar prior to giving such notice, such notice may state
that the optional redemption will, at the option of the City, be conditional upon the
satisfaction of such prerequisites and receipt of such money by the Paying
Agent/Registrar on or prior to the date fixed for such redemption or upon any
prerequisite set forth in the notice of redemption. If a conditional notice of redemption
is given and such prerequisites to the redemption are not satisfied, such notice will be of
no force and effect, the City will not redeem such Bonds and the Paying Agent/Registrar
will give notice in the manner in which the notice of redemption was given, to the effect
that such Bonds will not be redeemed.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds,
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without interest coupons, in any Authorized Denomination. As provided in the
Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the
registered owner or the assignee or assignees hereof, be assigned, transferred, and
exchanged for a like aggregate principal amount of fully registered bonds, without
interest coupons, payable to the appropriate registered owner, assignee, or assignees, as
the case may be, having the same maturity date, and bearing interest at the same rate, in
any Authorized Denomination as requested in writing by the appropriate registered
owner, assignee, or assignees, as the case may be, upon surrender of this Bond to the
Paying Agent/Registrar at its Designated Payment Office for cancellation, all in
accordance with the form and procedures set forth in the Ordinance. Among other
requirements for such assignment and transfer, this Bond must be presented and
surrendered to the Paying Agent/Registrar, together with proper instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof
in any Authorized Denomination to the assignee or assignees in whose name or names
this Bond or any such portion or portions hereof is or are to be transferred and
registered. The Form of Assignment printed or endorsed on this Bond may be executed
by the registered owner to evidence the 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 Bond or any portion or
portions hereof from time to time by the registered owner. The one requesting such
exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees
and charges for exchanging any Bond or portion thereof. The foregoing
notwithstanding, in the case of the exchange of a portion of a Bond which has been
redeemed prior to maturity, as provided herein, and in the case of the exchange of an
assigned and transferred Bond or Bonds or any portion or portions thereof, such 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, or exchange as a condition precedent to
the exercise of such privilege. In any circumstance, neither the Issuer nor the Paying
Agent/Registrar shall be required (1) to make any transfer or exchange during a period
beginning at the opening of business 30 days before the day of the first mailing of a
notice of redemption of bonds and ending at the close of business on the day of such
mailing, or (2) to transfer or exchange any Bonds so selected for redemption when such
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redemption is scheduled to occur within 30 calendar days.
WHENEVER the beneficial ownership of this Bond is determined by a book entry
at a securities depository for the Bonds, the foregoing requirements of providing notice,
holding, delivering or transferring this Bond shall be modified to require the appropriate
person or entity to meet the requirements of the securities depository as to registering or
transferring the book entry to produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the
Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the
Ordinance that it promptly will appoint a competent and legally qualified substitute
therefor, and promptly will cause written notice thereof to be mailed to the registered
owners of the Bonds.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and
the series of which it is a part, is duly authorized by law; that the bonds issued for the
permanent improvements heretofore described were approved by a vote of the resident,
qualified electors of the City of Fort Worth, Texas, voting at an election held for that
purpose within said City on May 5, 2018; that all acts, conditions and things required to
be done precedent to and in the issuance of this series of bonds, and of this Bond, have
been properly done and performed and have happened in regular and due time, form and
manner as required by law; that sufficient and proper provision for the levy and
collection of taxes has been made, which, when collected, shall be appropriated
exclusively to the payment of this Bond and the series of which it is a part; and that the
total indebtedness of said City of Fort Worth, Texas, including the entire series of bonds
of which this is one, does not exceed any constitutional, statutory or charter limitation.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by
such terms and provisions, acknowledges that the Ordinance is duly recorded and
available for inspection in the official minutes and records of the governing body of the
Issuer, and agrees that the terms and provisions of this Bond and the Ordinance
constitute a contract between each registered owner hereof and the Issuer.
IN WITNESS WHEREOF, this Bond has been signed with the manual or
facsimile signature of the Mayor, attested with the manual or facsimile signature of the
City Secretary, and approved as to form and legality with the manual or facsimile
signature of the City Attorney, and the official seal of the Issuer has been duly affixed to,
or impressed, or placed in facsimile, on this Bond.
CITY OF FORT WORTH, TEXAS
Mayor,
City of Fort Worth, Texas
ATTEST:
City Secretary,
City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
City Attorney,
City of Fort Worth, Texas
(SEAL)
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FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the
proceedings adopted by the Issuer as described in the text of this Bond; and that this
Bond has been issued in conversion of and exchange for or replacement of a bond,
bonds, or a portion of a bond or bonds of an issue which originally was approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public
Accounts of the State of Texas.
Dated: BOKF, NA,
Paying Agent/Registrar
Authorized Representative
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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 Bond and all rights thereunder, and hereby irrevocably constitutes and
appoints
attorney to register the transfer of the within Bond on the books kept for registration
thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be NOTICE: The signature above must
guaranteed by a member firm of the New correspond with the name of the
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York Stock Exchange or a commercial bank Registered Owner as it appears upon the
or trust company. front of this Bond in every particular,
without alteration or enlargement or any
change whatsoever.
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*FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO
THE BONDS UPON INITIAL DELIVERY THEREOF
OFFICE OF COMPTROLLER :
REGISTER NO.
STATE OF TEXAS
I hereby certify that this Bond has been examined, certified as to validity, and
approved by the Attorney General of the State of Texas, and that this Bond has been
registered by the Comptroller of Public Accounts of the State of Texas.
WITNESS MY HAND and seal of office at Austin, Texas
(SEAL)
Comptroller of Public Accounts of the
State of Texas
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The Initial Bond shall be in the form set forth above, except that the form of the si
fullv registered Initial Bond shall be modified as follows:
(i) immediately under the name of the bond the headings "Maturity Date",
"Interest Rate", "Delivery Date" and "CUSIP" shall be omitted; and
(ii) Paragraph one shall read as follows:
Registered Owner:
Principal Amount:
Delivery Date: July 13, 2021
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT
WORTH, TEXAS (the "Issuer") promises to pay to the Registered Owner named above,
or the registered assigns thereof, the Principal Amount hereinabove stated on March 1 in
each of the years and in principal installments in accordance with the following schedule:
(Information to be inserted from the Official Bid Form)
and to pay interest thereon from the delivery date specified above, on March 1, 2022 and
semiannually on each September 1 and March 1 thereafter to the maturity date specified
above, or to the date of redemption prior to maturity, at the interest rate per annum
specified above. Interest shall be calculated on the basis of a 360-day year consisting of
twelve 30-day months.
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Exhibit B
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 13 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be
provided annually in accordance with such Section are as specified below:
The City has agreed to update annually financial information and operating data
with respect to the City of the general type included in the official statement for the
Bonds as set forth in tables 1 through 6, inclusive, and 8 through 15, inclusive, contained
in such official statement, and Appendix B to such official statement, "Excerpts from the
Annual Financial Report of the City of Fort Worth, Texas". The above -described
financial information and operating data with respect to the City is hereby incorporated
by reference, and in Section 13 of this Ordinance the City has agreed to annually update
such financial information and operating data in accordance with Rule 15c2-12,
promulgated by the United States Securities and Exchange Commission.
Accounting Principles
The accounting principles referred to in Section 13 of this Ordinance are the
accounting principles described in the notes to the annual financial report referred to
above.
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 April 13, 2021, and the Ordinance Authorizing the Issuance of
General Purpose Refunding and Improvement Bonds, Series 2021, which was duly
passed at said meeting, and that said copy is a true and correct copy of said excerpt and
the whole of said ordinance.
In testimony whereof, I have set my hand and have hereunto affixed the seal of
said City of Fort Worth, this _ day of April, 2021.
City Secretary of the
City of Fort Worth, Texas
(SEAL)