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HomeMy WebLinkAboutOrdinance 20327-08-2012TAB 3 THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH On the 14th day of August, 2012, the City Council of the City of Fort Worth, Texas, met in regular, open, public meeting in the City Council Chamber in the City Hall, and roll was called of the duly constituted members of the City Council, to -wit: Betsy Price (Absent), Salvador Espino, W.B. "Zim" Zimmerman Danny Scarth, Frank Moss, Jungus Jordan, Dennis Shingleton, Kelly Allen Gray, Joel Bums, Tom Higgins, Sarah J. Fullenwider, Mary J. Kayser, Lena Ellis, Mayor Councilmembers, City Manager, City Attorney, City Secretary, Chief Financial Officer thus constituting a quorum present; and after the City Council had transacted certain business, the following business was transacted, to -wit: Councilmember Jordan introduced an ordinance and moved its passage. The motion was seconded by Councilmember Shingleton. The Ordinance was read by the City Secretary. The motion, carrying with it the passage of the ordinance prevailed by a vote of S YEAS, 0 NAYS. The ordinance as passed is as follows: ORDINANCE NO. 20327 -08 -2012 BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS, PROVIDING FOR THE ISSUANCE OF $8577907000 CITY OF FORT WORTH, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2012; PROVIDING FOR THE LEVY, ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO PAY THE INTEREST ON SAID CERTIFICATES OF OBLIGATION AND TO CREATE A SINKING FUND FOR THE REDEMPTION THEREOF AT MATURITY; PLEDGING CERTAIN REVENUES IN SUPPORT OF SAID CERTIFICATES; AND ORDAINING OTHER MATTERS RELATING TO THE SUBJECT THE STATE OF TEXAS COUNTIES OF TARRANT, DENTON, WISE AND PARKER CITY OF FORT WORTH WHEREAS, on the 10th day of July, 2012, the City Council of the City of Fort Worth (the "City" or the "Issuer ") passed an ordinance authorizing and directing notice of its intention to issue the Certificates of Obligation herein authorized to be issued, to be published in a newspaper as required by Section 271.049 of the Texas Local Government Code, in an amount not to exceed $105,000,000; and WHEREAS, the City caused said notice of intention to be published in the Fort Worth Star- Telegram on July 13, 2012 and July 20, 2012; and WHEREAS, no petition, signed by 5% of the qualified electors of the Issuer as permitted by Section 271.049 of the Texas Local Government Code protesting the issuance of such Certificates of Obligation, has been filed; and WHEREAS, the Certificates of Obligation hereinafter authorized are to be issued and delivered pursuant to Subchapter C of Chapter 271 of the Texas Local Government Code; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: Section 1. DEFINITIONS. That as used in this Ordinance, unless a different meaning clearly appears from the context, the capitalized terms set forth in this Ordinance shall have the meaning set forth below. Any reference in this Ordinance to "FORM OF CERTIFICATE" shall refer to the form of the Certificates set forth in Exhibit A to this Ordinance. The term "Authentication Certificate" shall have the meaning given said term in Section b(d) hereof. The term "Authorized Denomination" shall have the meaning given said term in Section 3 hereof. The term "Business Day" shall mean a day that is not a Saturday, Sunday or legal holiday on which banking institutions in the States of Texas or New York are authorized or required by law or executive order to remain closed or the New York Stock Exchange or DTC is closed. The terms "Certificates" and "Certificates of Obligation" shall mean and include collectively the Initial Certificate and all substitute Certificates of Obligation exchanged therefor, as well as all other substitute Certificates of Obligation and replacement Certificates of Obligation issued pursuant hereto; and the term "Certificate" shall mean any of the Certificates. The terms "City" and "Issuer" shall mean the City of Fort Worth, Texas. The term "Code" shall mean the Internal Revenue Code of 1986, as amended. The term "Defeasance Securities" shall mean (i) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (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, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. hereof hereof. The term "Defeased Certificate" shall have the meaning given said term in Section 23(a) The term "Designated Trust Office" shall have the meaning given said term in Section 6(a) The term "DTC" shall have the meaning given said term in Section 17 hereof. The term "Eligible Investments" shall mean those investments in which the City is now or hereafter authorized by law (including, but not limited to, Chapter 2256, Texas Government Code) and its investment policy to purchase, sell and invest its funds and funds under its control. The term "Fiscal Year" shall mean the regular fiscal year used by the City, which currently runs from October 1 through September 30, or any twelve consecutive months period established by the City. The term "Interest and Redemption Fund" shall have the meaning given said term in Section 8 hereof. hereof The term 'MAC" means the Municipal Advisory Council of Texas. The term "MSRB" shall mean the Municipal Securities Rulemaking Board. The term "Paying Agent /Registrar" shall have the meaning given said term in Section 6(a) The term "Purchaser" shall have the meaning given said term in Section 19 hereof. The term "Registered Owner" shall have the meaning given said term in Section 3 hereof. The term "Registration Books" shall have the meaning given said term in Section 6(a) hereof. The term "Regulations" shall have the meaning given said term in Section 13 hereof. The term "Rule" shall mean SEC Rule 150-12, as amended from time to time. The term "SEC" shall mean the United States Securities and Exchange Commission. The term "Surplus Revenues" shall mean those revenues from the operation of the City's Water and Sewer System remaining after payment of all operation and maintenance expenses thereof. Section 2. AUTHORIZATION OF CERTIFICATES OF OBLIGATION. That the Issuer's Certificates of Obligation, to be designated the "City of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation, Series 2012 ", are hereby authorized to be issued and delivered in the principal amount of $85,790,000, for the purpose of providing part of the funds for paying contractual obligations to be incurred by the Issuer, to -wit: the design, construction and equipping of a police /fire training facility located at 501 West Felix Street, in the City; the purchase of equipment for use by the City's fire department, the construction and reconstruction of streets, arterial and freeway interchanges throughout the City, and the construction of water, wastewater and stormwater improvements in respect to such construction and reconstruction of streets, arterial and freeway interchanges; the purchase of traffic and public safety signals for installation throughout the City; public art relating to the construction and reconstruction of streets, arterials and freeway interchanges throughout the City; the acquisition and construction of a telecommunications tower in support of public safety and 911 communications operated by the City; and the payment of fiscal, engineering and legal fees incurred in connection therewith. Section 3. DATE, DENOMINATIONS, NUMBERS AND MATURITIES. That the Certificates shall initially be issued, sold and delivered hereunder as fully registered certificates, without interest coupons, dated August 1, 2012, in denominations of $5,000 each, or any integral multiple of $5,000 (an "Authorized Denomination "). The Certificates shall be numbered consecutively from R -1 upward, payable to the initial registered owners, or to the registered assignee or assignees of the Certificates or any portion or portions of the Certificates (in each case, the "Registered Owner "), and the Certificates shall mature and be payable on March 1 in each of the years and in the principal amounts as follows: MATURITY DATE: MARCH 1 YEARS AMOUNTS ($} YEARS AMOUNTS-U$ 2013 4,470,000 2023 4,105,000 2014 4,480,000 2024 4,105,000 2015 4,475,000 2025 4,105,000 2016 4,475,000 2026 4,105,000 2017 4,480, 000 2027 2018 4,475,000 2028 8,210,000 2019 4,470,000 2029 4,105,000 2020 4,475,000 2030 4,105,000 2021 4,475,000 2031 4,105,000 2022 4,470,000 2032 4,100,000 The Certificates purchased by the Purchaser shall be canceled upon receipt of payment for the Certificates by the Purchaser, and substitute Certificates shall be delivered in exchange therefor, as provided in Section 6 hereof. The Certificates maturing March 1, 2028 are "Term Certificates ". Section 4. REDEMPTION. (a) Optional Redemption. That the City reserves the right to redeem the Certificates maturing on or after March 1, 2023, in whole or in part in Authorized Denominations, on March 1, 2022, or on any date thereafter, for the principal amount, without premium, plus accrued interest to the date fixed for redemption. The years of maturity of the Certificates called for redemption at the option of the City prior to their stated maturities shall be selected by the City. The Certificates, or any portion, 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 Certificates is determined only by a book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository. (b) Mandatory Redemption. The Certificates are subject to mandatory sinking fund redemption prior to their scheduled maturities, as provided in the FORM OF CERTIFICATE. (c) Notice. The Issuer shall cause notice of any redemption of Certificates to be given in the manner provided in the FORM OF CERTIFICATE. By the date fixed for any such redemption due provision shall be made by the Issuer with the Paying Agent/Registrar for the payment ofthe required redemption price for the Certificates 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 such notice is required to be given), as provided in the FORM OF CERTIFICATE, and if due provision for such payment is made, all as provided above, the Certificates, or the portions thereof, which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, and shall not bear interest after the date fixed for their redemption, and shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price plus 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 Certificates, or any portion thereof. If a portion of any Certificate shall be redeemed, a substitute Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any Authorized Denomination, at the written request of the Registered Owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in this Ordinance. Section 5. INTEREST. That the Certificates scheduled to mature during the years, respectively, set forth below shall bear interest at the following rates per annum: maturities 2013, 5.000% maturities 2014, 5.000% maturities 2015, 5.000% maturities 2016, 4.000% maturities 2017, 4.000% maturities 2018, 4.000% maturities 2019, 5.000% maturities 2020, 5.000% maturities 2021, 5.000% maturities 2022, 5.000% maturities 2023, 5.000% maturities 2024, 5.000% maturities 2025, 4.000% maturities 2026, 4.000% maturities 2028, 3.000% maturities 2029, 3.000% maturities 2030, 3.000% maturities 2031, 3.000 % maturities 2032, 3.100% Interest on the Certificates shall be calculated on the basis of a 360 -day year consisting of twelve 30- day months, and shall be payable to the Registered Owner of any such Certificate in the manner provided and on the dates stated in the FORM OF CERTIFICATE. Section 6. CHARACTERISTICS OF THE CERTIFICATES. (a) Registration and Transfer. That the City shall keep or cause to be kept at the designated corporate trust office of BOKF, NA, dba Bank of Texas, or such other bank, trust company, financial institution, or other agency named in accordance with the provisions of subsection (g) below (the "Paying Agent/Registrar ") books or records for the registration and transfer of the Certificates (the "Regis- tration Books "), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such transfers and registrations under such reasonable regulations as the Issuer and the Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the duty of the Paying Agent/Registrar to obtain from the Registered Owner and record in the Registration Books the address of the Registered Owner of each Certificate to which payments with respect to the Certificates shall be mailed, as herein provided. The Issuer or its designee shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar at its Designated Trust Office, but otherwise the Paying Agent/Registrar shall keep the Registration Books s confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. Registration of each Certificate may be transferred in the Registration Books only upon presentation and surrender thereof to the Paying Agent/Registrar at its Designated Trust Office for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of such Certificate, or any portion thereof in any Authorized Denomination, to the assignee or assignees thereof, and the right of such assignee or assignees to have such Certificate or any such portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of any Certificate or any portion thereof, anew substitute Certificate or Certificates shall be issued in exchange therefor in the manner herein provided. As of the date this Ordinance is approved by the City, the "Designated Trust Office" of the Paying Agent/Registrar is the Austin, Texas corporate trust office of Bank of Texas. (b) Ownership; Registration Books. The entity in whose name any Certificate shall be regis- tered in the Registration Books at any time shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether or not such Certificate shall be overdue, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on account of, the principal of, premium, if any, and interest on any such Certificate shall be made only to such Registered Owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Certificate to the extent of the sum or sums so paid. (c) PayingAgent. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates, and to act as its agent to exchange or replace Certificates, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Certificates, and of all exchanges thereof, and all replacements thereof, as provided in this Ordi- nance. (d) Exchange of Certificates. Each Certificate may be exchanged for fully registered certificates in the manner set forth herein. Each Certificate issued and delivered pursuant to this Ordinance may, upon surrender thereof at the Designated Trust 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 Certificates, without interest coupons, in the form prescribed in the FORM OF CERTIFICATE, in any Authorized Denomination (subject to the requirement hereinafter stated that each substitute Certificate shall have a single stated maturity date), as requested in writing by such Registered Owner or such assignee or assignees, in an aggregate principal amount equal to the principal amount of any Certificate or Certificates so sur- rendered, and payable to the appropriate Registered Owner, assignee, or assignees, as the case may be. If any Certificate or portion thereof is assigned and transferred, each Certificate issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the Certificate for which it is being exchanged. Each substitute Certificate shall bear a letter and/or number to distinguish it from each other Certificate. The Paying Agent/Registrar shall exchange or replace Certificates as provided herein, and each fully registered Certificate or Certificates delivered in C exchange for or replacement of any Certificate or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Certificates for all purposes of this Ordinance, and may again be exchanged or replaced. It is specifically provided, however, that any Certificate delivered in exchange for or replacement of another Certificate prior to the first scheduled interest payment date on the Certificates (as stated on the face thereof) shall be dated the same date as such Certificate, but each substitute Certificate so delivered on or after such first scheduled interest payment date shall be dated as of the interest payment date preceding the date on which such substitute Certificate is delivered, unless such substitute Certificate is delivered on an interest payment date, in which case it shall be dated as of such date of delivery; provided, however, that if at the time of delivery of any substitute Certificate the interest on the Certificate for which it is being exchanged has not been paid, then such substitute Certificate shall be dated as of the date to which such interest has been paid in full. On each substitute Certificate issued in exchange for or replacement of any Certificate or Certificates issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth in the FORM OF CERTIFICATE (the "Authentication Certificate "). An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such substitute Certificate, date such substitute Certificate in the manner set forth above, and manually sign and date the Authentication Certificate, and no such substitute Certificate shall be deemed to be issued or outstanding unless the Authentication Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Certificates surrendered for exchange or replacement. No additional ordinances, orders, or resolutions need be passed or adopted by the City Council or any other body or person so as to accomplish the foregoing exchange or replacement of any Certificates or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Certificates in the manner prescribed herein. Pursuant to Chapter 1206, Texas Government Code, the duty of exchange or replacement of any Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Authentication Certificate, the exchanged or replaced Certificate shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Certificates which originally were delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts, The Initial Certificate, to the extent of the unpaid or unredeemed principal balance thereof, may be assigned and transferred by the initial Registered Owner thereof once only, and to one or more assignees designated in writing by the initial Registered Owner thereof. If the Initial Certificate or any portion thereof is assigned and transferred or converted the Initial Certificate must be surrendered to the Paying Agent/Registrar for cancellation, and each Certificate of Obligation issued in exchange for any portion of the Initial Certificate shall have a single stated principal maturity date, and shall not be payable in installments; and each such Certificate of Obligation shall have a principal maturity date corresponding to the due date of the installment of principal or portion thereof for which the substitute Certificate of Obligation is being exchanged; and each such Certificate of Obligation shall bear interest at the single rate applicable to and borne by such installment of principal or portion thereof for which it is being ex- changed. If only a portion of the Initial Certificate is assigned and transferred, there shall be delivered to and registered in the name of the initial Registered Owner substitute Certificates of Obligation in exchange for the unassigned balance of the Initial Certificate in the same manner as if the initial Registered Owner were the assignee thereof. If any Certificate of Obligation or portion thereof other than the Initial Certificate is assigned and transferred or converted each Certificate of Obligation issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the Certificate of Obligation for which it is exchanged. A form of assignment shall be printed or endorsed on each Certificate of Obligation, excepting the Initial Certificate, which shall be executed by the Registered Owner or its duly authorized attorney or representative to evidence an assignment thereof. (e) General Characteristics. All Certificates issued in exchange or replacement of any other Certificate or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Certificates to be payable only to the Registered Owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for other Certificates, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Certificates shall be payable, all as provided, and in the manner required or indicated, in the FORM OF CERTIFICATE. (f) Fees. The Issuer shall pay the Paying Agent/Registrar's reasonable and customary fees and charges for making transfers of Certificates, but the Registered Owner of any Certificates requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto. The Registered Owner of any Certificates requesting any exchange shall pay the Paying Agent /Registrar's reasonable and standard or customary fees and charges for exchanging any such Certificate or portion thereof, together with any taxes or governmental charges required to be paid with respect thereto, all as a condition precedent to the exercise of such privilege of exchange, except, however, that in the case of the exchange of an assigned and transferred Certificate or Certificates or any portion or portions thereof in any Authorized Denomination, as provided in this Ordinance, such fees and charges will be paid by the Issuer. In addition, the Issuer hereby covenants with the Registered Owners of the Certificates that it will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on Certificates, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer or registration of Certificates solely to the extent above provided, and with respect to the exchange of Certificates solely to the extent above provided. (g) Successor PayingAgent/Registrar. The Issuer covenants with the Registered Owners of the Certificates that at all times while the Certificates are outstanding the Issuer will provide a compe- tent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Certificates under this Ordinance, and that the Paying Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar, In the event that the entity at anytime acting as Paying Agent/Registrar (or its suc- cessor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified national or state banking institution which shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, subject to supervision or examination by federal or state authority, and whose qualifications substantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Certificates, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Certificates, by United States mail, first - class, postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (h) Redemption Notice. Each redemption notice, whether required in the FORM OF CERTIFICATE or otherwise by this Ordinance, shall contain a description of the Certificates to be redeemed including the complete name of the Certificates, the series, the date of issue, the interest rate, the maturity date, the CUSIP number, the amounts called of each Certificate, the publication and mailing date for the notice, the date of redemption, the redemption price, the name of the Paying Agent/Registrar and the address at which the Certificate may be redeemed including a contact person and telephone number. All redemption payments made by the Paying Agent/Registrar to the Registered Owners of the Certificates shall include a CUSIP number relating to each amount paid to such Registered Owner. (i) Reporting Requirements. With respect to the Certificates, to the extent required by the Code and the regulations promulgated thereunder, the Paying Agent/Registrar shall report to the Registered Owners and the Internal Revenue Service (i) the amount of "reportable payments ", if any, subject to backup withholding during each year and the amount of tax withheld, if any, with respect to payments of the Certificates, and (ii) the amount of interest or amount treated as interest on the Certificates and required to be included in the gross income of the Registered Owner thereof. Section 7. FORM OF CERTIFICATES. That the form of the Certificates, including the form of the Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Certificates initially issued and delivered pursuant to this Ordinance, respectively, shall be in substantially the form as set forth in Exhibit A attached hereto, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance. The printer ofthe Certificates is hereby authorized to print on the Certificates (i) the form of bond counsel's opinion relating to the Certificates, and (ii) an appropriate statement of insurance furnished by a municipal bond insurance company providing municipal bond insurance, if any, covering all or any part of the Certificates. Section 8, INTEREST AND REDEMPTION FUND, That a special fund or account, to be designated the "City of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation Series 2012 Interest and Redemption Fund" (the "Interest and Redemption Fund ") is hereby created and shall be established and maintained by the Issuer. The Interest and Redemption Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the interest on and principal of the Certificates. All ad valorem taxes levied and collected for and on account of the Certificates shall be deposited, as collected, to the credit of the Interest and Redemption Fund. During each year while any of the Certificates are outstanding and unpaid, the governing body of the Issuer shall compute and ascertain the rate and amount of ad valorem tax, based on the latest approved tax rolls of the Issuer, with full allowances being made for tax delin- quencies and the cost of tax collections, which will be sufficient to raise and produce the money required to pay the interest on the Certificates as such interest comes due, and to provide a sinking fund to pay the principal of the Certificates as such principal matures, but never less than 2% of the original amount of the Certificates as a sinking fund each year. Said rate and amount of ad valorem tax is hereby ordered to be levied against all taxable property in the Issuer for each year while any of the Certificates are outstanding and unpaid, and said ad valorem tax shall be assessed and collected each such year and deposited to the credit of the Interest and Redemption Fund. Said ad valorem taxes necessary to pay the interest on and principal of the Certificates, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. If proceeds from the sale of the Certificates representing accrued interest shall be on deposit in the Interest and Redemption Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes which otherwise would have been required to be levied may be reduced to the extent and by the amount of the accrued interest then on deposit in the Interest and Redemption Fund. Section 9. REVENUES. That the Certificates of Obligation are additionally secured by and shall be payable from the Surplus Revenues. The Surplus Revenues are pledged by the City pursuant to authority of Chapter 1502, Texas Government Code, specifically Section 1502.058 thereof The City shall promptly deposit the Surplus Revenues upon their receipt to the credit of the Interest and Redemption Fund created pursuant to Section 8, to pay the principal and interest on the Certificates of Obligation. The amount of Surplus Revenues pledged to the payment of the Certificates of Obligation shall not exceed $1,000. Notwithstanding the requirements of Section 8, if revenues, including Surplus Revenues, are actually on deposit or budgeted for deposit in the Interest and Redemption Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of ad valorem taxes which otherwise would have been required to be levied pursuant to Section 8 may be reduced to the extent and by the amount of revenues then on deposit in the Interest and Redemption Fund or budgeted for deposit therein. Section 10. TRANSFER. That the Issuer shall do any and all things necessary to accomplish the transfer of moneys to the Interest and Redemption Fund of this issue in ample time to pay such items of principal and interest due on the Certificates as shall become due and mature on any interest payment date, at maturity or by redemption prior to maturity. The Paying Agent/Registrar shall destroy all paid Certificates and furnish the City with an appropriate certificate of cancellation or destruction. Section 11. SECURITY FOR FUNDS; INVESTMENTS. (a) Security; Application of Chapter 1208, Government Code. That the Funds and Accounts created by this Ordinance shall be secured in the manner and to the fullest extent permitted or required by law for the security of public funds. The Interest and Redemption Fund shall be used only for the purposes and in the manner permitted or required by this Ordinance. Chapter 1208, Texas Government Code, applies to the issuance of the Certificates and the pledge of ad valorem taxes and the Surplus Revenues granted by the City under Sections 8 and 9, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Certificates are outstanding and unpaid such that the pledge of the ad valorem taxes and Surplus Revenues granted by the City is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the ,To] Registered Owners of the Certificates 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. (b) Investments. That money in any Fund or Account established by this Ordinance may, at the option of the City, be invested in Eligible Investments; provided that all such deposits and investments shall have a par value (or market value when less than par) exclusive of accrued interest at all times at least equal to the amount of money credited to such Funds or Accounts, and shall be made in such manner that the money required to be expended from any Fund or Account will be available at the proper time or times; and provided, further, that the investment of such moneys shall be governed by and consistent with the City's investment policy. Such investments shall be valued in terms of current market value as of the last day of each Fiscal Year, except that direct obligations of the United States (State and Local Government Series) in book -entry form shall be continuously valued at their par or face principal amount. Such investments shall be sold promptly when necessary to prevent any default in connection with any Certificates. Section 12. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES. (a) Replacement Certificates. That in the event any outstanding Certificate is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new Certificate of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Certificate, in replacement for such Certificate in the manner hereinafter provided. (b) Application for Replacement Certificates. That application for replacement of damaged, mutilated, lost, stolen, or destroyed Certificates shall be made by the Registered Owner thereofto the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Certificate, the Registered Owner applying for a replacement Certificate shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each ofthezn harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Certificate, the Registered Owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Certificate, as the case may be. In every case of damage or mutilation of a Certificate, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or mutilated_ (c) No Default Occurred. That notwithstanding the foregoing provisions of this Section, in the event any such Certificate shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Certificate, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate) instead of issuing a replacement Certificate, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Certificates. That prior to the issuance of any replacement Certificate, the Paying Agent/Registrar shall charge the Registered Owner of such Certificate with all legal, printing, and other expenses in connection therewith. Every replacement 11 Certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen, or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen, or destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Certificates duly issued under this Ordinance. (e) Authority far .Issuing Replacement Certificates. That in accordance with Chapter 1206, Texas Government Code, this Section of this Ordinance shall constitute authority for the issuance of any such replacement Certificate without necessity of further action by the Issuer or any other body or person, and the duty of the replacement of such Certificates is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Certificates in the form and manner and with the effect, as provided in Section 6(a) of this Ordinance for Certificates issued in conversion and exchange of other Certificates. Section 13. FEDERAL INCOME TAX MATTERS. That the Issuer covenants to refrain from any action which would adversely affect, or to take such action as to ensure, the treatment of the Certificates as obligations described in section 103 of the Code, the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: (a) to take any action to assure that no more than 10 percent of the proceeds of the Certificates (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds are so used, that amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Certificates, in contravention of section 141(b)(2) of the Code; (b) to take any action to assure that in the event that the "private business use" described in subsection (a) hereof exceeds 5 percent of the proceeds of the Certificates (less amount deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate ", within the meaning of section 141(b)(3) of the Code, to the governmental use;(c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or five percent of the proceeds of the Certificates (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (d) to refrain from taking any action which would otherwise result in the Certificates being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (e) to refrain from taking any action that would result in the Certificates being "feder- ally guaranteed" within the meaning of section 149(b) of the Code; 12 (f) to refrain from using any portion of the proceeds of the Certificates, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Certificates, other than investment property acquired with - (1) proceeds of the Certificates invested for a reasonable temporary period until such proceeds are needed for the purpose for which the Certificates are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of section 1.148 -1(b) of the Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Certificates; (g) to otherwise restrict the use of the proceeds of the Certificates or amounts treated as proceeds of the Certificates, as may be necessary, so that the Certificates do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the ex- tent applicable, section 149(d) of the Code (relating to advance refundings), and (h) to pay to the United States of America at least once during each five -year period (beginning on the date of delivery of the Certificates) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Certificates have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. For purposes of the foregoing (a) and (b), the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the regulations promulgated by the U-S. Department of the Treasury pursuant to the Code (the "Regulations ") and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Certificates. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code, the Regulations, or rulings promulgated by the U.S. Department of the Treasury pursuant to the Code. In the event that regulations or ruling are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Certificates, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally- recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Certificates under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Certificates, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally- recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Certificates under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor, the City Manager, any Assistant City Manager, the Chief Financial Officer of the City and the City Treasurer to execute any documents, certificates or reports required by the Code, and to make such elections on behalf of 13 the Issuer which may be permitted by the Code as are consistent with the purpose for the issuance of the Certificates. In order to facilitate compliance with clause (h) above, a "Rebate Fund" is hereby established and held by the Issuer for the sole benefit of the United States of America, and such Fund shall not be subject to the claim of any other person, including without limitation the holders of the Certificates. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. Until superseded by another action of the City, the written procedures to ensure compliance with the covenants contained herein regarding private business use, remedial actions, arbitrage and rebate approved by the City in the ordinance adopted July 24, 2412, with respect to the issuance of City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2012, apply to the issuance of the Certificates. Section 14. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE PROJECT. That the Issuer covenants to account for the expenditure of proceeds from the sale ofthe Certificates and any investment earnings thereon to be used for the purposes described in Section 2 of this Ordinance (each such purpose shall be referred to herein and Section 15 hereof as a "Project ") on its books and records in accordance with the requirements of the Code. The Issuer recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (a) the expenditure on a Project is made or (b) such Project is completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the Issuer recognizes that in order for the proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended no more than 60 days after the later of (a) the fifth anniversary of the date of delivery of the Certificates or (b) the date the Certificates are retired. The Issuer agrees to obtain the advice of nationally- recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax - exempt status of the Certificates. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion from nationally- recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. Section 15. DISPOSITION OF PROJECT. That the Issuer covenants that the property constituting a Project will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally - recognized bond counsel substantially to the effect that such sale or other disposition will not adversely affect the tax - exempt status of the Certificates. For purposes of this Section, the portion of the property comprising personal property and disposed of in the ordinary course ofbusiness shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes ofthis Section, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion of a nationally- recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. 14 Section 16. CONTINUING DISCLOSURE OBLIGATION. (a) Annual Reports. That the City shall provide annually to the MSRB, within six months after the end of each fiscal year ending in or after 2012, financial information and operating data with respect to the City of the general type described in Exhibit B hereto. 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 the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall provide unaudited financial statements by the required time, and shall provide audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such statements becomes available. (ii) If the City changes its fiscal year, it will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to the MSRB or filed with the SEC. Filings shall be made electronically, in such format as is prescribed by the MSRB. (c) Disclosure Event Notices. The City shall notify the MSRB of any of the following events with respect to the Certificates, 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; S. 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 15 undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and 14. Appointment of a successor Paying Agent/Registrar or change in the name of the Paying Agent/Registrar, if material. The City shall notify the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by subsection (a). As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or similar event" means the appointment of a receiver, fiscal agent or similar officer for the City in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if jurisdiction has been assumed by leaving the City Council and official or officers of the City in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all ofthe assets or business of 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 Certificates within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes any Certificates no longer to be outstanding. (ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN 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) No default by the City in observing or performing its obligations under this Section shall comprise a breach of or default under the Ordinance for purposes of any other provision of this 16 Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. (v) Should the Rule be amended to obligate the City to make filings with or provide notices to entities other than the MSRB, the City agrees to undertake such obligation in accordance with the Rule as amended. (vi) The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the holders of 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 Certificates 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 Certificates. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (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 Certificates in the primary offering of the Certificates. Section 17. DTC REGISTRATION_ That the Certificates initially shall be issued and delivered in such manner that no physical distribution of the Certificates will be made to the public, and The Depository Trust Company ('DTC "), New York, New York, initially may act as depository for the Certificates. DTC has represented that it is a limited purpose trust company incorporated under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended, and the City accepts, but in no way verifies, such representations. The definitive Certificates delivered to the Purchaser shall be registered in the name of CEDE & CO., the nominee of DTC, and DTC shall hold the Certificates on behalf of the Purchaser. So long as each Certificate is registered in the name of CEDE & CO., the Paying Agent/Registrar shall treat and deal with 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 Certificates in integral amounts of $5,000, with transfers of ownership being effected on the records of DTC and its participants pursuant to rules and regulations established by them, and that the Certificates initially deposited with DTC shall be immobilized and not be further exchanged for substitute Certificates 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 17 DTC or its participants, or protecting any interests or rights of the beneficial owners of the Certificates. It shall be the duty of the DTC Participants to make all arrangements with DTC to establish this book -entry system, the beneficial ownership of the Certificates, 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 of the originally delivered Certificates duly file with the Paying Agent/Registrar with proper request for transfer and substitution, as provided for in this Ordinance, substitute Certificates will be duly delivered as provided in this Ordinance, and there will be no assurance or representation that any book -entry system will be maintained for such Certificates. The City heretofore has executed a 'Blanket Letter of Representations" prepared by DTC in order to implement the book -entry system described above_ Section 18. DEFAULT AND REMEDIES. (a) Events of Default. That each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an "Event of Default": (i) the failure to make payment of the principal of or interest on any of the Certificates when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Certificates, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the City. (b) 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, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Certificates then outstanding. (c) Remedies Not Exclusive. (1) 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 18 be in addition to every other remedy given hereunder or under the Certificates or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Certificates shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Certificate authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees ofthe City or the City Council. (iv) None ofthe 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. Section 19. SALE. That the sale of the Certificates to Robert W. Baird & Co., Inc. (and associates) (the "Purchaser "), at a price of par and accrued interest on the Certificates to the date of delivery, plus a premium of $8,629,755.10 (110.059162% of par), is hereby authorized, ratified and confirmed. The par amount of the Certificates, together with the premium received from the sale of the Certificates, is less than the maximum amount of Certificates identified in the notice of intention described in the preamble to this Ordinance. The Certificates were sold pursuant to the terms of a "Notice of Sale and Bidding Instructions ", "Official Bid Form" and "Official Statement ", the use of these documents, a true and correct copy of each document being attached to this Ordinance, is approved. Council finds, determines and declares that the Certificates were sold to the highest bidder at terms that were the most advantageous to the City reasonably obtained and, upon the advice of its financial advisors, is in the best interests of the City. The use of the "Preliminary Official Statement" prepared in connection with the sale of the Certificates is ratified. Any accrued interest received in connection with the sale of the Certificates shall be deposited to the Interest and Sinking Fund. Section 20. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES. That the City Manager or the designee thereof is hereby authorized to have control ofthe Certificates initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Certificates pending their delivery and their investigation, examination, and approval by the 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 Certificates said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Certificates, and the sea] of said Comptroller shall be impressed, or placed in facsimile, thereon. 19 Section 21. OFFICIALS AUTHORIZED TO ACT ON BEHALF OF THE CITY. That the Mayor, the City Secretary, the City Manager, any Assistant City Manager, the Chief Financial Officer of the City or the City Treasurer, and all other officers, employees, and agents ofthe 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 narne and under the seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Certificates, the offering documents prepared in connection with the sale of the Certificates, or the Paying Agent/Registrar Agreement. In case any officer whose signature appears on any Certificate shall cease to be such officer before the delivery of such Certificate, 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. Section 22. INTEREST EARNINGS. That the interest earnings derived from the investment of proceeds from the sale of the Certificates may be used along with other proceeds for the construction of the permanent improvements set forth in Section 2 hereof for which the Certificates are issued; 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. It is further provided, however, that any interest earnings on proceeds which are required to be rebated to the United States of America pursuant to this Ordinance hereof in order to prevent the Certificates from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section. Section 23. DEFEASANCE. (a) Defeased Certificates. That any Certificate and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate ") within the meaning of this Ordinance, except to the extent provided in subsection (c) of this Section, when payment of the principal of such Certificate, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future Escrow Agreement ") for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Certificates shall have become due and payable. At such time as a Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes or revenues herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem Defeased Certificates that is made in conjunction with the payment arrangements specified in subsection 23(a)(1) or (ii) shall not be irrevocable, provided that in the proceedings providing for such payment arrangements, the Issuer expressly (1) reserves the right to call the Defeased Certificates for redemption; (2) gives notice of the reservation of that right 20 to the owners of the Defeased Certificates immediately following the making of the payment arrangements; and (3) directs that notice of the reservation be included in any redemption notices that it authorizes. (b) .Investment in Defeasance Securities. Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required for the payment of the Certificates and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Certificates may contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the requirements specified in subsection 23(a)(i) or (ii). All income from such Defeasance Securities received by the Paying Agent/Registrar which is not required for the payment of the Defeased Certificates, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer. (c) Paying Agent /Registrar Services. Until all Defeased Certificates shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Certificates the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. (d) Selection of Certificates for Defeasance. In the event that the Issuer elects to defease less than all of the principal amount of Certificates of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Certificates by such random method as it deems fair and appropriate. Section 24. PREAMBLE. That the findings set forth in the preamble to this Ordinance are hereby incorporated into the body of this Ordinance and made a part hereof for all purposes. Section 25. RULES OF CONSTRUCTION. That for all purposes of this Ordinance, unless the context requires otherwise, all references to designated Sections and other subdivisions are to the Sections and other subdivisions of this Ordinance. The words "herein ", "hereof' and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. Except where the context otherwise requires, terms defined in this Ordinance to impart the singular number shall be considered to include the plural number and vice versa. References to any named person shall mean that party and its successors and assigns. References to any constitutional, statutory or regulatory provision means such provision as it exists on the date this Ordinance is adopted by the City and any future amendments thereto or successor provisions thereof. Any reference to the payment of principal in this Ordinance shall be deemed to include the payment of any mandatory sinking fund redemption payments as described herein. The titles and headings ofthe 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 anyway modify or restrict any of the terms or provisions hereof 21 Section 26. IMMEDIATE EFFECT. 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. Section 27. OPEN MEETING. That it is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. ADOPTED this 14th day of August, 2012. ATTEST: City Secretary( City of Fort W APPROVED AS TO FORM AND LEGALITY: City Attorney City of Fo orth, Texas (SEAL) Signature rage — Ordinance Authorizing Issuance of Certificates of Obligation 22 Exhibit A to Ordinance NO. FORM OF CERTIFICATE UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF TARRANT, DENTON, WISE AND PARKER CITY OF FORT WORTH, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION SERIES 2012 MATURITY DATE INTEREST RATE DATED DATE CUSIP August 1, 2012 ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, TEXAS (the "City" or the "Issuer "), being a political subdivision of the State of Texas, hereby promises to pay to , _ _ , or to the registered assignee hereof (either being hereinafter called the "registered owner ") the principal amount of • 30 , and to pay interest thereon, from the Dated Date specified above, to the Maturity Date specified above, or the date of its redemption prior to scheduled maturity, at the interest rate per annum specified above, with said interest payable on March 1, 2013, and semiannually on each September 1 and March 1 thereafter; except that if this Certificate is required to be authenticated and the date of its authentication is later than March 1, 2013, such interest is payable semiannually on each September 1 and March 1 following such date. Interest on this Certificate shall be calculated on the basis of a 360 -day year consisting of twelve 30 -day months. THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United States of America, without exchange or collection charges. At maturity or redemption prior to maturity, the principal of this Certificate shall be paid to the registered owner hereof upon presentation and surrender of this Certificate at the designated corporate trust office in Austin, Texas (the "Designated Trust Office "), of BOKF, NA, dba Bank of Texas, which is the "Paying Agent/Registrar" for this Certificate. The payment of interest on this Certificate shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by check, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely froze, funds of the Issuer required by the ordinance authorizing the issuance of this Certificate (the "Certificate Ordinance ") to be on deposit with the Paying Agent/Registrar for such purpose as herein- A -1 after provided, and such check shall be sent by the Paying Agent/Registrar by United States mail, first- class, postage prepaid, on each such interest payment date, to the registered owner hereof, at its address as it appeared on the fifteenth day of the month preceding each such date (the "Record Date ") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest due at maturity or redemption as provided herein shall be paid to the registered owner upon presentation and surrender of this Certificate for payment at the Designated Trust Office ofthe Paying Agent/Registrar_ The Issuer covenants with the registered owner of this Certificate that on or before each principal and interest payment date for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Redemption Fund" created by the Certificate Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Certificates, when due. All Certificates of this Series are issuable solely as fully registered certificates, without interest coupons, in any integral multiple of $5,000 (an "Authorized Denomination "). IN THE EVENT OF 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 Certificate appearing on the Registration Books kept by the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. IF THE DATE for the payment of the principal of or interest on this Certificate shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the Designated Trust Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due_ THIS CERTIFICATE is one of a Series of Certificates dated August 1, 2012, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $85,790,000, FOR THE PURPOSE OF PROVIDING PART OF THE FUNDS FOR PAYING CONTRACTUAL OBLIGATIONS TO BE INCURRED BY THE CITY, AS SET FORTH IN THE CERTIFICATE ORDINANCE; and the payment of fiscal, engineering and legal fees incurred in connection therewith. ON MARCH 1, 2022, or on any date thereafter, the Certificates of this Series maturing on March 1, 2023 and thereafter may be redeemed prior to their scheduled maturities, at the option of the Issuer, in whole, or in part, at par and accrued interest to the date fixed for redemption. The years of maturity of the Certificates called for redemption at the option of the City prior to their stated maturity shall be selected by the City. The Certificates or portions thereof redeemed within a maturity A -2 shall be selected by lot or other method by the Paying Agent/Registrar; provided, that during any period in which ownership of the Certificates is determined only by a book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the Issuer and the securities depository. THE CERTIFICATES are also subject to mandatory redemption in part by lot pursuant to the terms of the Ordinance, on March 1, 2027, with respect to Certificates maturing March 1, 2028, in the following years and in the following amounts, at a price equal to the principal amount thereof and accrued and unpaid interest to the date of redemption, without premium: Year Principal ($) 2027 4,105, 000 2028* 4,105,000 * Final Maturity To the extent, however, that Certificates subject to sinking fund redemption have been previously purchased or called for redemption in part and otherwise than from a sinking fund redemption payment, each annual sinking fund payment for such Certificates shall be reduced by the amount obtained by multiplying the principal amount of Certificates so purchased or redeemed by the ratio which each remaining annual sinking fund redemption payment for such Certificates bears to the total remaining sinking fund payments, and by rounding each such payment to the nearest $5,000 integral; provided, that during any period in which ownership of the Certificates is determined only by a book entry at a securities depository for the Certificates, the particular Certificates to be called for mandatory redemption shall be selected in accordance with the arrangements between the City and the securities depository. NOTICE OF any such redemption of 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 not more than 60 days nor less than 30 days prior to the date fixed for such redemption by depositing such notice in the United States mail, first -class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books of the Paying Agent/Registrar. Any notice so mailed shall be conclusively presumed to have been duly given notwithstanding whether one or more registered owners may have failed to have received such notice. By the date fixed for any such redemption due provision shall be made by the Issuer with the Paying Agent/Registrar for the payment of the required redemption price for this Certificate or the portion hereof which is to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, this Certificate, or the portion hereof which is to be so redeemed, thereby auto- matically 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 A -3 registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of this Certificate or any portion hereof If a portion of any Certificate shall be redeemed a substitute Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any Authorized Denomination, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Ordinance. AS PROVIDED IN THE CERTIFICATE ORDINANCE, this Certificate may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of fully registered certificates, without interest coupons, 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 Certificate to the Paying Agent/Registrar at its Designated Trust Office for cancellation, all in accordance with the form and procedures set forth in the Certificate Ordinance. Among other requirements for such assignment and transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar at its Designated Trust Office, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof in any Authorized Denomination to the assignee or assignees in whose name or names this Certificate or any such portion or portions hereof is or are to be transferred and registered. The form of Assignment printed or endorsed on this Certificate may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Certificate or any portion or portions hereof from time to time by the registered owner. The foregoing notwithstanding, in the case of the exchange of an assigned and transferred Certificate or Certificates or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer. The one requesting such exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for exchanging any Certificate or portion thereof. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, or exchange as a condition precedent to the exercise of such privilege. In any circumstance, neither the Issuer nor the Paying Agent/Registrar shall be required (1) to make any transfer or exchange during a period beginning at the opening of business 3 0 days before the day of the first mailing of a notice of redemption of the Certificates and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any Certificates so selected for redemption when such redemption is scheduled to occur within 30 calendar days; provided, however, such limitation of transfer shall not be applicable to an exchange by the registered owner of an unredeemed balance of a Certificate called for redemption in part. WIENEVER the beneficial ownership of this Certificate is determined by a book entry at a securities depository for the Certificates, the foregoing requirements of holding, delivering or transferring this Certificate shall be modified to require the appropriate person or entity to meet the A -4 requirements of the securities depository as to registering or transferring the book entry to produce the same elect. IN TEE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause written notice thereof to be mailed to the registered owners of the Certificates. IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and validly authorized, issued, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Certificate have been performed, existed, and been done in accordance with law; that this Certificate is a direct obligation of said Issuer, issued on the full faith and credit thereof, and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and have been pledged for such payment, within the limit prescribed by law; and that a limited pledge (not to exceed $1,000) of the surplus revenues from the operation of the City's combined water and sewer system remaining after payment of all operation and maintenance expenses thereof and any other obligations heretofore or hereafter incurred to which such revenues have been or shall be encumbered by a lien on and pledge of such revenues superior to the lien on and pledge of such revenues to the Certificates, have been pledged as additional security for the Certificates. BY BECOMING the registered owner of this Certificate, the registered owner thereby acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for inspection in the official minutes and records of the Issuer, and agrees that the terms and provisions of this Certificate and the Certificate Ordinance constitute a contract between each registered owner hereof and the Issuer. IN WITNESS WHEREOF, this Certificate has been signed with the manual or facsimile signature of the Mayor of the Issuer, attested by the manual or facsimile signature of the City Secretary, and approved as to form and legality with the manual or facsimile signature of the City Attorney, and the official seal of the Issuer has been duly affixed to, or impressed, or placed in facsimile, on this Certificate. xxxxx City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM: xxxxx City Attorney, City of Fort Worth, Texas A -5 xxxxx Mayor, City of Fort Worth, Texas (SEAL) FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT /REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Certificate of Obligation has been issued under the provisions of the proceedings adopted by the Issuer as described in the text of this Certificate of Obligation; and that this Certificate of Obligation has been issued in exchange for or replacement of a certificate of obligation, certificates of obligation, or a portion of a certificate of obligation or certificates of obligation of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated BOKF, NA, dba BANK OF TEXAS, Paying Agent/Registrar Authorized Signatory A -6 *FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO THE CERTIFICATES UPON INITIAL DELIVERY THEREOF OFFICE OF COMPTROLLER REGISTER NO. STATE OF TEXAS I hereby certify that this Certificate of Obligation has been examined, certified as to validity, and approved by the Attorney General of the State of Texas and that this Certificate of Obligation has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this (SEAL) NOTE: *1 to accompany initial certificates only Comptroller of Public Accounts of the State of Texas A -7 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) FI (Please print or typewrite name and address, including zip code of Transferee) the within Certificate of Obligation and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Certificate of Obligation on books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial .bank or trust company. A -8 NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Certificate in every particular, without alteration or enlargement or any change whatsoever. Exhibit B to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 16 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 S through 15, inclusive, contained in such official statement, and Appendix B to such official statement, "Excerpts from the Annual Financial Report of the City of Fort Worth, Texas ". The above - described financial information and operating data with respect to the City is hereby incorporated by reference, and in Section 16 of this Ordinance the City has agreed to annually update such financial information and operating data in accordance with Rule 150-12, promulgated by the United States Securities and Exchange Commission. Accounting Principles The accounting principles referred to in Section 16 of this Ordinance are the accounting principles described in the notes to the annual financial report referred to above. THE STATE OF TEXAS COUNTIES OF TARRANT, DENTON, WISE AND PARKER 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 August 14, 2012, and of the ordinance authorizing the issuance of Combination Tax and Revenue Certificates of Obligation, Series 2012, 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 14th day of August, 2012. JA/--I/- City ecretary f City of Fort Worth, Texas (SEAL) TAB 5 GENERAL CERTIFICATE THE STATE OF TEXAS COUNTIES OF TARRANT, DENTON, PARKER AND WISE CITY OF FORT WORTH We, the undersigned, hereby officially certify that we are the City Manager and the Chief Financial Officer, respectively, of the City of Fort Worth, Texas (the "City "), and we further certify as follows: General 1. That this certificate is given for the benefit of the Attorney General of the State of Texas and the purchasers and holders of City of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation, Series 2012, dated August 1, 2012, in the aggregate principal amount of $85,790,000 (herein referred to as the "Certificates "). The Certificates are issued under authority of an ordinance adopted by the City Council on August 14, 2012 (the "Ordinance "). Defined terms used herein shall have the meaning ascribed to said terms in the Ordinance. 2. That any certificate signed by any official of the City delivered to the purchasers of the Certificates or the Attorney General of the State of Texas shall be deemed a representation and warranty by the City as to the statements made therein. The Public Finance Division of the Office of the Attorney General of the State of Texas is hereby authorized to date this Certificate as of the date of approval of the Certificates and is entitled to rely upon the accuracy of the information contained herein unless notified by telephone or telecopy to the contrary. Matters Relating to the City 3. That the City is a duly incorporated Home Rule City, having more than 5000 inhabitants, operating and existing under the Constitution and laws of the State of Texas and the duly adopted Home Rule Charter of the City, which Charter has not been changed or amended since the issuance of the City of Fort Worth, Texas Drainage Utility System Revenue Bonds, Series 2011 on November 1, 2011. 4. That no litigation of any nature has ever been filed pertaining to, affecting or contesting: (a) the issuance, delivery, payment, security or validity of the proposed Certificates; (b) the authority of the officers of the City to adopt the ordinance authorizing issuance of the Certificates (the "Ordinance "), or to issue, execute and deliver the Certificates or the respective purchase agreements with respect to the sale of the Certificates; or (c) the validity of the corporate existence, the current Tax Rolls, or the Charter of the City; and that no litigation is pending pertaining to, affecting or contesting the boundaries of the City. 5. That the seal an impression of which appears below is the corporate seal of the City; that said seal has been used continuously as such corporate seal for more than forty years and -1- was duly adopted as the seal of the City by the City Council of the City; and that since its adoption, no seal other than said seal has been used as the corporate seal of the City. 6. That each of the following persons is the duly acting, constituted and qualified officer of the City of Fort Worth as herein shown, respectively: Betsy Price, Salvador Espino, W.B. "Zim" Zimmerman, Danny Scarth, Frank Moss, Jungus Jordan, Dennis Shingleton, Kelly Allen Gray, Joel Burns, Tom Higgins, Sarah Fullenwider, Mary J. Kayser, Lena Ellis, Mayor Councilmembers, City Manager, City Attorney, City Secretary, Chief Financial Officer Matters Relating to o the Ad Valorem Tax Pledge in Support of the Certificates 7. That the currently effective ad valorem tax rolls of the City are those for the 2011/2012 fiscal year, being the most recently approved tax rolls of the City; that the City Council of the City has caused the taxable property in the City to be assessed as required by law; that the Tarrant Appraisal Review Board has equalized and approved the valuation of taxable property in the City for said year; that the Chief Appraiser of the Tarrant Appraisal District has duly verified the aforesaid tax rolls, and said Appraisal Review Board has finally approved the same; and that the valuation of taxable property in the City, and the aggregate amount of exemptions, and the net effective taxable value of taxable property in the City, according to the aforesaid tax rolls for said year, as delivered to the City Secretary of the City, and finally approved and recorded by the City Council of the City, are as follows: Assessed Value: (less) Exemptions: Taxable Values: $48,756,134,110 $ 8,674,000,016 $41,986,043,329* *Includes $1,903,909,235 in minimum value of protested values 8. That Exhibit A, which is attached hereto and made a part hereof, contains a true and correct schedule showing the annual requirements of all of the outstanding indebtedness of the City payable from taxes, together with the annual requirements of the Certificates, as they appear in the official records of the City. -2- Matters Relating to the Certificates 9. That the City is in compliance with all covenants contained in the ordinances authorizing the outstanding City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2003A, Series 2005A, Series 2008 and Series 2010, the outstanding City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2003, Series 2005 and Series 2011, and the outstanding City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2007, Series 2009, Series 2010A, Series 201013 and Series 2010C, and the ordinances authorizing the above - referenced obligations; that the City is not in default in the performance and observance of any of the terms, provisions and conditions of the ordinances hereinabove referenced or under the terms of said credit agreement; and that the Debt Service Fund and the Reserve Fund established and maintained pursuant to said ordinances each contains the amounts required to be therein. 10. That the City is not in default as to any covenant, condition or obligation in connection with the outstanding City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 2005, Series 2005A, Series 2005B, Series 2007A and Series 2007B (the "Previously Issued Subordinate Lien Bonds "), and the ordinances authorizing the same; and that the Debt Service Fund and the Reserve Fund established and maintained pursuant to said ordinances each contains the amounts required to be therein. 11. That attached hereto as Exhibit B is (i) a schedule showing the debt service requirements for the Bonds and all outstanding revenue bonds payable from the Net Revenues of the Water and Sewer System of the City, (ii) a true and correct summary of the Water and Sewer service rates now in effect in the City, which rates have been established by ordinances duly passed by the City Council of the City and (iii) a condensed statement of income of the City's Water and Sewer System available for debt service. 12. That other than for the payment of the principal of and interest on the Previously Issued Parity Bonds, the Previously Issued Subordinate Lien Obligations, and the City of Fort Worth, Texas Certificates of Obligation, Taxable Series 2005, Series 2005A, Series 2007, Series 2008, Series 2009 and Series 2010A, the Net Revenues of the City's Water and Sewer System have not been pledged to the payment of any other debt or obligation of the City. The pledge of Surplus Revenues to each series of said Certificates of Obligation is a limited pledge and is inferior to the pledge of Surplus Revenues to the Previously Issued Subordinate Lien Obligations and the Subordinate Lien Obligations. Matters Relating to-the Execution of the Certificates 14. That in connection with the execution of the Certificates: (a) The Mayor, City Secretary and City Attorney of the City have officially executed and signed the Certificates initially delivered to the purchasers thereof by affixing thereto their manual or facsimile signatures; and by executing Exhibit C to this Certificate, the Mayor, City Secretary and City Attorney hereby -3- adopt said facsimile signatures as their own, respectively, and declare that said facsimile signatures constitute their signatures the same as if they had manually signed each of the Certificates; (b) The Certificates are substantially in the form, and have been duly executed and signed in the manner, prescribed in the Ordinance; (c) At the time the Certificates were executed and signed the Mayor, City Secretary and City Attorney were, and at the time of executing this certificate are, the duly chosen, qualified and acting officers indicated therein, and authorized to execute the same; (d) No litigation of any nature has been filed or is now pending which would affect the provision made for their payment or security, or in any manner question the authority concerning the issuance of the Certificates, and that so far as we know and believe no such litigation is threatened; (e) Neither the corporate existence nor boundaries of the City is being contested, no litigation has been filed or is now pending which would affect the authority of the officers of the City to issue, execute, and deliver the Certificates, and that no authority or proceedings for the issuance of the Certificates have been repealed, revoked or rescinded; and (f) The official seal of the City has been impressed, or printed, or lithographed on each of the Certificates; and said seal has been duly adopted as, and is hereby declared to be, the official seal of the City. Matters Relatine to the Official Statement 15. That, to our best knowledge and belief (a) the descriptions and statements of or pertaining to the City contained in its Official Statement and any addenda, supplement or amendment with respect to such descriptions or statements thereto, on the date of such Official Statement, on the date of sale of the Obligations and the acceptance of the best bid therefor, and on the date of the delivery, were and are true and correct in all material respects; (b) insofar as the City and its affairs, including its financial affairs, are concerned, such Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; -4- (c) insofar as the descriptions and statements, including financial data, of or pertaining to entities, other than the City, and their activities contained in such Official Statement are concerned, such statements and data have been obtained from sources which the City believes to be reliable and that the City has no reason to believe that they are untrue in any material respect; and (d) there has not been any materially adverse change in the financial condition of the City since September 30, 2011, the latest date as of which audited financial information of the City is available. SIGNED AND SEALED this SEP 12 2012 City Manager, ell, 41 City of Fort Worth, Texas (SEAL) Signature Page — City of Fort Worth, Texas Combination Tax and Revenue Certificates of obligation, Series 2012 -5- GENERAL PURPOSEASBI'SERVICE REQOIRE[NENTS Fiseal Lan: Car U= Self= Less:: Yea Total Rmtd Less: Self- Suppmpnp Less: Self= Suppo FadW O.W. M Deb[ Servi a of .. The COUBCates m The Bonds nl L1 k SaAce Tax SuYpurung Cutave Sapp* -& Sol 9130 Principal Interest PdndE!! RntamA _principal _ lotaLest itequuemeots Obbptrou Par1308 andTounsm GolfCeater Wa 2012 S 44,450,000 S 29,726,906 S - S - S - S - S 74,176,906 S 2398,008 S 3,621,830 S 4,828,538 $ 733,700 S 67, 2013 48,110,000 25,485,769 4,470,000 3,771,675 4,345,000 5,899.50L 92,081,945 2,40,258 3,625,275 4,828,238 232,500 655 2014 48,195,000 23,496,341 4,4811,000 3.249,200 4,345,000 6,099,433 89,864974 2,474 ,558 4,055,676 4,827,206 235,250 641 2015 48,645,000 21,464,126 4,475,000 3,025,325 4,345,000 5,943,013 87,897,463 2,468,858 4,055,361 4,825,119 234,175 62? 2016 46,565,000 19,440 ,305 4,475,000 2,823,950 4}40,000 5,743,270 83,387,525 2,485,358 4,058,614 4,829,094 234,450 60! 2017 44,360,000 17,482,591 4,480,000 2,644,850 4945,000 5,586,978 78,899,419 2,496,733 4,053 ,548 4,827,!25 234,575 581 2018 64890,000 15,339,724 4,475,000 2,465,750 4,340,000 5,474,085 94,984 ,559 2,515,383 4,058,038 4,829,{25 233,700 561 2019 34,710,000 13,362,063 4,470,000 2,264,500 91625,000 5,209,503 69,641,065 2,526,395 4,054,194 4,83075 231,800 551 2020 34,640,000 11,766,521 4,475,000 2,040,875 9,620,000 4,766,880 67,309,276 2,531,620 4,052,956 4,828,500 234,600 533 2021 33,135,000 10,189,366 4,475,000 1,817,125 9,625,000 4,372,383 63,613,875 2,535,508 3,820,419 4,830,000 231,150 515 2022 33,605,000 8,598,070 4,470,000 1,593,500 9,625,000 4,025,883 61917,453 2,532,808 7,82050 4,879,000 231,400 491 2023 27,890,000 7,157,135 4,105,000 1,379,125 9,620,000 3,583,260 53,734,520 2,532,408 3,820,869 - 232,200 475 2024 24,550,000 5,952,181 4,105,000 1,173,875 9,620000 3,092,640 48,493,696 2 ,52908 3,823,544 - 233,600 461 2025 24900,000 4,818,077 4,105,000 989,150 9,620,000 2,602020 47,034 .247 2,528,108 3,827,944 - 234,600 443 2026 21,250,000 3,748,256 4,105,000 824,950 9,620,000 2.11t,400 41,659,606 2,524,008 3,821,769 - - 2027 21,470,000 2,743,957 4,105,000 681,275 9,615,000 1,620,908 40,236,140 2 ,521,808 3,821,588 - - 2028 12,375,000 1,944,620 4,105,000 558,125 9,615,000 1,130,543 29,678,288 2521,306 3,822,838 2029 12,580,000 1348,235 4,105,000 434,975 4,740,000 774,690 23,582,900 2,521,173 3.824,954 - - 2030 6 ,595,000 882,106 4,105,000 311,825 4,340,000 553,350 16,707 .281 2,514,488 3,820y19 - - 203i 5,755,000 570,044 4,105,000 188,675 4,340,000 332,010 15,290,729 2,507,169 3,817,875 - - 2032 3,500,000 319,200 4,100,000 63,550 4 .340,000 110,670 12,433,420 - 3,819,200 - - 2033 3,710,000 108,463 - - 3,18,451 5818,463 - 5643,830,000 5225,944,056 5857 532,302,275 $139,625,000 $69,032,416 _ 51,196,523,747 550,056,156 585,312,523 S 53,163,319 a x S3 .267,700 57,850 (1) Includes self- supporting debt service. Excludes those Refunded Bonds associated with $139,625,040 (amount subject to change) City of port Worth Td and Improvement Bonds anticipated to be sold in August under separate cover. Preliminary, subject to change, (2) Average life of the issue - 9.734 years. Interest on the Certificates has been calculated at the rates set forth on the cover page hereof. (3) Average life of the issue - 10,326 years. interest on the Bonds has been calculated at the rate of 3.02% for purposes of illulstration. Anticipated to be sold Preliminary, subject to change. EXIilgIT B DEBT INFORMATION WATER ANb SEWER S'YWEM REVENUE DEBT SERVICE REQmEMY<ws Fiscal Plus: Total Year Outstanding Outstanding Debt % of Ended The Bonds (s) Prior Lien Subordinate Lien Service Principal 9/30 Principal Interest Total Obligations (2) Obligations Obligations Retired 2012 $ $ $ - $ 80,983,482 $ 12,825,395 $ 93,808,877 2013 135,000 1,141,894 1,276,894 76,285,543 11,174,585 88,737,023 2014 - 1,283,450 1,283,450 75,988,859 11,172,818 88,445,127 2015 2,295,000 1,249,025 3,544,025 72,698,157 11,185,625 87,427,807 2016 2,365,000 . 1,179,125 3,544,125 66,125,149 11,177,544 80,846,818 37.00% 2017' 2,450,000 1,094,650 3,544,650 64,800,926 11,179,181 79,524,757 2018 2,545,000 994,750 3,539,750 65,805,443 11,184,885 80,530,078 2019 2,665,000 877,225 3,542,225 55,053,450 11,184,170 69,779,845 2020 2,800,000 740,600 3,540,600 46,031,038 11,182,640 60,754,278 2021 2,940,000 597,100 3,537,100 36,459,909 11,178,751 51,175,760 69.52% 2022 3,065,000 477,625 3,542,625 36,447,270 11,178,098 51,167,993 2023 3,155,000 384,325 3,539,325 30,574,375 11,184,724 45,298,423 2024 3,285,000 254,875 3,539,875 26,852,625 11,176,854 41,569,354 2.025 3,455,000 86,375 3,541,375 23,175,609 11,181,395 37,898,379 2026 - - - 23,198,119 5,570,344 28,768,462 90,77% ' 2027 - - - 23,227,899 5,567,490 28,795,389 2028 - - - 15,341,242 - 15,341,242 2029 - - - 15,366,758 - 15,366,758 2030 - - - 15,400,181 - 15,400,181 2031 - - - 6,970,000 - 6,970,000 100.00% $31,155,000 $10,361,019 $ 41,516,019 $856,786,030 $169,304,498 $ 1,067,606,547 (1) Average life of the issue •- 7.773 years. Interest on the Bonds has been calculated at the rates set forth on the cover page hereof. (2) Excludes the Refunded Obligations. MONTHLY WATER RATES (EFFECTIVE JANUARY I, 2012) t1) Monthly Service Charge: Based on the size of meter serving the customer. A monthly service charge in the following amount shall be charged based on the size of the meter serving the customers im: Inside City Limits (1) Rates for outside - the - city -limit customers have a 1.25% multiplier. (2) Source: City's Water Department, Outside City Limits Monthly Meter Service Size Charge 518" x 518" $ 7,50 518" x 3/4" 7.50 314" x 3/4" 7.55 1 " 11.00 1 1I2" 19.00 2" 28.50 3" 61.75 4" 108.00 6" 235.00 8" 402.00 10" 630.00 (1) Rates for outside - the - city -limit customers have a 1.25% multiplier. (2) Source: City's Water Department, Outside City Limits MONTHLY WATER RATES (VOLUME CHARGE ONLY) (I✓+FFeCTrve JANUARY 1, 2012) lzl Volume Charge: Based on volume of water used(') Inside Fort Worth Resi Cubic Feet First 800 Next 1,200 Next I,000 Over 3,000 dential Customers Rate Rate $1.97 per 100 Cu. Ft. 2.80 per 100 Cu. Ft, 3.48 per 100 Cu. Ft. 4.20 per 100 Cu. Ft, Commercial Rate Cubic Feet Rate All $2.23 per 100 Cu. Ft, Outside Fort Worth Residential Customers Rate Cubic Feet Rate First 800 $2.46 per 100 Cu, Ft. Next 1,200 3.50 per 100 Cu. Ft. Next 1,000 4.35 per 100 Cu. Ft. Over 3,000 5.25 per 100 Cu. Ft. Commercial Rate Cubic Feet Rate All $2.79 per 100 Cu. Ft. Irrigation Rate Cubic Feet I Rate First 5,000 $2.80 per 100 Cu. Ft. Next 5,000 3,48 per 100 Cu, Ft. Over 10,000 4.20 per 100 Cu. Ft, Industrial Rate Cubic Feet Rate All $2.09per 100 Cu. Ft, Irrigation Rate Cubic Feet Rate First 5,000 $3.50 per 100 Cu. Ft. Next 5,000 4.35 per 100 Cu. Ft. Over 10,000 5.25 per 100 Cu. Ft. J.ndustrial Rate Cubic Feet Rate All $2.61 per 100 Cu. Ft. Gas Well Driller Rate Cubic Feet . Rate All $4.50 per 1 QO Cu. Ft; 5uperuser Cubic Feet Rate All $1.70 Der l OO Cu. Ft. Gas Well Driller Rate Cubic Feet All Rate $5.63 per 100 Cu. Ft. Superuser Cubic Feet 'Rate All $2.13 per 100 Cu. Ft. Monthly Meter Service Size C_ harge 518" x 518" $ 9.38 518" x 3/4" 9.38 314" x 314" 9.69 l" 13.75 1 112" 23.75 2" 35.63 3" 77.19 4" 135.00 6" 293.75 8" 502.50. 10" 787.50 MONTHLY WATER RATES (VOLUME CHARGE ONLY) (I✓+FFeCTrve JANUARY 1, 2012) lzl Volume Charge: Based on volume of water used(') Inside Fort Worth Resi Cubic Feet First 800 Next 1,200 Next I,000 Over 3,000 dential Customers Rate Rate $1.97 per 100 Cu. Ft. 2.80 per 100 Cu. Ft, 3.48 per 100 Cu. Ft. 4.20 per 100 Cu. Ft, Commercial Rate Cubic Feet Rate All $2.23 per 100 Cu. Ft, Outside Fort Worth Residential Customers Rate Cubic Feet Rate First 800 $2.46 per 100 Cu, Ft. Next 1,200 3.50 per 100 Cu. Ft. Next 1,000 4.35 per 100 Cu. Ft. Over 3,000 5.25 per 100 Cu. Ft. Commercial Rate Cubic Feet Rate All $2.79 per 100 Cu. Ft. Irrigation Rate Cubic Feet I Rate First 5,000 $2.80 per 100 Cu. Ft. Next 5,000 3,48 per 100 Cu, Ft. Over 10,000 4.20 per 100 Cu. Ft, Industrial Rate Cubic Feet Rate All $2.09per 100 Cu. Ft, Irrigation Rate Cubic Feet Rate First 5,000 $3.50 per 100 Cu. Ft. Next 5,000 4.35 per 100 Cu. Ft. Over 10,000 5.25 per 100 Cu. Ft. J.ndustrial Rate Cubic Feet Rate All $2.61 per 100 Cu. Ft. Gas Well Driller Rate Cubic Feet . Rate All $4.50 per 1 QO Cu. Ft; 5uperuser Cubic Feet Rate All $1.70 Der l OO Cu. Ft. Gas Well Driller Rate Cubic Feet All Rate $5.63 per 100 Cu. Ft. Superuser Cubic Feet 'Rate All $2.13 per 100 Cu. Ft. Raw Water Service (Effective October 1, 2011) All use per month $0.85916 per 1,000 gallons inside Tarrant Regional Water District All use per month $0.88316 per 1,000 gallons outside Tarrant Regional Water District (1) Rates for outside - the -city -limit customers have a 125% multiplier. (2) Source: City's Water Department. Rates for Wholesale Water Service (Effective October 1, 2011) The City has a contract for raw water supply from the District. The contract allows the District to proceed with operation of Richland Chambers, West Fork and Cedar Creek Reservoirs. Prior to October I of each year, the District will establish its operating budget and will advise the City of the charge for raw water. This amount can vary each year, and if the revenue does not equal the expenditures, the rate can and will be adjusted to recover additional costs. The District has advised the City that the charges for raw water have changed. Charges to the City for water sold to customers inside the District include a raw water component, plus a street rental charge of 5% and a system loss charge of 4% which increases the raw water cost to wholesale customers inside the District to $0.9365 per 1,000 gallons. The Volume Charge is. made up of two components: (1) the total raw water cost to the wholesale customer of $0.9365 per 1,000 gallons; and (2) the cost of treatment, pumping, etc. to deliver water to the wholesale customer's meter at $0.7735 per 1,000 gallons. The total volume charge is $1.7100 per 1,000 gallons. I . Monthly charges based on the greater of either $1,000 or a sum equal to the Volume Charge for the actual volume of water taken plus VI of the sum of the estimated Rate of Use Charges and a $25 per meter charge. For proposes of estimating the rate of use payments, the current rate of use charges will be derived from the prior Fiscal Year's Maximum Day. Demand, Maximum Hour Demand and Average Daily Use. Computations for the monthly charge based on the water used and for the Rate of Use Charge shall be made in accordance with the following rates: Inside Outside District District Volume Charge, per 1,000 Gallons $ 1.7100 $ 1.7362 Excess Maximum Day Demand (per MGD of daily demand in excess of average day demand) $148,810 $148,810- Excess Maximum Hour Demand (annual charge per MGD of hourly demand in excess of maximum day demand) $ 12,799 $ 12,799, Service Charge per Meter per Month $ 25 $ 25 ' 2. Annual payments will be the greater of the following: a. The charges calculated by applying the current Volume Charge to annual consumption, the appropriate meter reading and billing charge, and the Rate of Use Charge for the current fiscal year; or b. The current fiscal year volume charge, the appropriate meter reading and billing charge, and the current Fiscal Year Rate of Use Charge applied to the average of the Maximurn Day Demand above Average Daily Use and the average of the Maximum Hour Demand above Maximum Day Demand for the most recently completed three Fiscal Year, which include the current Fiscal Year; or c. The applicable Stand -by Charge as outlined in the Wholesale Water Agreement_ WAsTEwATEYt RETAU. SeRvicE RATES (EFFEcTivE JANUARY 1, 2012) Rates for Sewerage Service Only The following schedule of rates per month, or fraction thereof, shall be the charges to all residential and nonresidential customers for furnishing sewerage service to such customers located within the city. The residential monthly volume charge for sewerage, servi= . shall be the charges to the residential class, as defined in this chapter, for furnishing sewerage service to nonresidential sewer customers located within the city. Monthly Service Charge for Sewerage Service Only Inside City Limits Outside City Limits Monthly Meter Size (inches) Charge 518 x 518 $ 5.10 5/8 x 314 $ 5.10 314 x 314 $ 5.40 1 $ 6.00 1 -1/2 $ 7.50 2 $ 9.30 3 $ .17.55 4 $ 27.00 6 $ 52.50 8 $ 88.50 Outside City Limits Monthly Meter Size (inches) C, harge 5/8 x 5/8 $ 6.38 518 x 314 $ 6.38 3/4 x 314 $ 6.75 1 $ 7.50 1 -112 $ 9.38 2 $ 11.63 3 $ 21.94 44 $ 33.75 6 $ 65.63 8 $ 110.63 10 $ 130.50 I0 $ 163.13 12 $163.50 12 $ 204.38 A monthly volume charge shall also be charged to residential customers in the amount of two dollars and sixty -four cents ($2,64) per one hundred (100) cubic feet of water used, and to nonresidential/non- monitored customers in the amount of three dollars `and twenty -four cents ($3.24) per one hundred (100) cubic feet of water used, or wastewater produced, as more specifically set forth hereinafter. The monthly volume charges for residential class customers will be based on the individual customer's average monthly water use during the preceding winter quarter months of December, January and February, but in no event shall the volume used to compute: . this monthly charge for a single family residential unit or a duplex unit exceed three thousand (3,000) cubic feet. The volumes used. to compute these charges are based on the amount of water used by the residential class customer as measured by a meter. Where no preceding winter quarter average is available from records, the director shall estimate a volume to be used for this monthly volume. charge. The monthly charges to the nonresidentiaVnon- monitored customers will be based on total water use as measured by approphate meters, with the provision that if a customer can prove, to the satisfaction of the director, that a significant portion of the metered . water usage does not enter the sanitary sewers, the customer will be charged for only that volume entering the sewers, as determined by a method approved by the director. FINANCIAL INFORMATION • WATER AND SEWER CONDENSED STATEMENT OF OPERATIONS (000'S ObfnTED) Fiscal Year Ended September 30, Revenues 2011 2010 2009 2008 2007 ' Charges for Services $ 348,650 $ 304,831 $ 303,111 $ 298,118 $ 257,989 , Other Operating Revenue 77 117 62 31 384 Interest on Investments 2,415 3,340 6,675 14,296 12,070 Miscellaneous Revenue 570 13,078 276 943 5,820 Total Revenues $ 351,X2 $ 321,366 $ 310,124 $ 313,388 $ 276,263 Expenses Personnel Services $ 66,357. $ 66,768 S 64,806 $ 60,877 $ 49,769, .. Supplies and Materials 21,089 19,143 20,201 19,529 17,272 " Contractual Services 109,032 103,418 98,304 89,663 84,941 Total Expenses $ 196,478 $189,329 $ 183,311 $170,069 $ 151,982 Net Available for Debt Service $155,234 $132,037 $126,813 $143,319 $ 124,281 Water Accounts 222,585 220,652 218,683 217,566 212,213: Sewer Accounts 213,690 211,893 209,743 208,408 203,549 . (1) Source: Comprehensive Annual Financial Reports for the corresponding fiscal year, City of Fort Worth. Expenses. ezcfud6 depreciation (a non -cash expense). EXHIBIT C The true and correct signature of the Mayor is as follows: MANUAL SIGNATURE OFFICIAL TITLE Mayor, City of Fort Worth, Texas Before me, on this day personally appeared Betsy Price, Mayor, City of Fort Worth, Texas, known to me to be the person whose name is subscribed to the foregoing instrument in my presence. Given under my hand and seal of office this 1J ;� BElkl A. ELL15 9�rRes otary Public Signature Identification - Mayor - Exhibit C - General Certificate -G- The true and correct signature of the City Secretary is as follows: MANUAL SIGNA OFFICIAL TITLE City Secretary, City of Fort Worth, Texas Before me, on this day personally appeared Mary J. Kayser, City Secretary, City of Fort Worth, Texas, known to me to be the person whose name is subscribed to the foregoing instrument in my presence. Given under my hand and seal of office this �£ RONALD P, QONZ4M W COMMISSION EXPIRES May i-1,2016 T4,otary Public Signature Identification - City Secretary - Exhibit C - General Certificate -7- The true and correct signature of the City Attorney is as follows: MANUAL SIGNATURE OFFICIAL TITLE City Attorney, City of Fort Worth Texas Before me, on this day personally appeared Sarah Fullenwider, City Attorney, City of Fort Worth, Texas, known to me to be the person whose name is subscribed to the foregoing instrument in my presence. Given under my hand and seal of office this I" TRACEY M. NOWAY Notary Public, State of Texas My Commission Expires ' Sepbmber 11, 2015 / 4t Notary Pub is Signature Identification - City Attorney - Exhibit C - General Certificate -8- rA- ATTORNEY GENERAL OF TEXAS GREG ABBOTT September 10, 2012 THIS IS TO CERTIFY that the City of Fort Worth, Texas (the "Issuer "), has submitted the City of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation, Series 2012 (the "Certificates ") in the aggregate principal amount of $85,790,000 for approval. The Certificates are dated August 1, 2012, numbered R -1 through R -19, and were authorized by Ordinance No. 20327 -08 -2012 of the Issuer passed on August 14, 2012 (the "Ordinance "). The Office of the Attorney General has examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the Issuer contained in the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. We express no opinion relating to the official statement or any other offering material relating to the Certificates. Based on our examination, we are of the opinion, as of the date hereof and under existing law, as follows (capitalized terms, except as herein defined, have the meanings given to them in the Ordinance): (1) The Certificates have been issued in accordance with law and are valid and binding obligations of the Issuer. (2) The Certificates are payable from the proceeds of an annual ad valorem tax levied, within the limits prescribed by law, against all taxable property in the Issuer, and are additionally payable from and secured by a limited pledge (not to exceed $1,000) of the Surplus Revenues of the Issuer's combined water and sewer system. Therefore, the Certificates are approved. No. 54242 Book No, 2012 -C MA *See attached Signature Authorization A yr e�— ral of the State of Texas POST OFFICE BOX 12548, AUSTIN, TEXAS 78711 -2548 TEL; (512) 463 -2100 WWW.TEXASATTORNEYGENERAL.GOV An Equal Employment Opporeaniry Employer • Prinerd on R,,yd J Paper OFFICE OF THE ATTORNEY GENERAL § OF THE STATE OF TEXAS § I, GREG ABBOTT, Attorney General for the State of Texas, do hereby authorize the employees of the Public Finance Division of the Office of the Attorney General to affix. a digital image of my signature; in my capacity as Attorney General, to the opinions issued by this office approving the issuance of public securities by the various public agencies, non -profit corporations, districts, entities, bodies politic or corporate, or political subdivisions of this State as required by law, the opinions approving those contracts designated by the Legislature as requiring the approval of the Attorney General, and the obligations, proceedings and credit agreements required by law to be approved by the Attorney General. The authorized digital image of my signature is attached as Exhibit A and is hereby adopted as my own for the purposes set forth herein. This supercedes any prior signature authorizations for the same purpose. The authority granted herein is to be exercised on those occasions when I am unavailable to personally sign said opinions, and upon the condition that the opinions to which the digital image signature is affixed have been approved by an authorized Assistant Attomey General following the completion of the Public Finance Division's review of the transcripts of proceedings to which the opinions relate. Given under my hand and seal of office at Austin, Texas, this the day of January, 2009. GREG TT Attorney bederal of the State of Texas OFFICE OF COMPTROLLER OF THE STATE OF TEXAS 1, Melissa Mora, ❑ Bond Clerk ❑ Assistant Bond Clerk in the office of the Comptroller of the State of Texas, do hereby certify that, acting under the direction and authority of the Comptroller on the 10th day of September 2412, 1 signed the name of the Comptroller to the certificate of registration endorsed upon the: City of Fort Worth.-Texas Combination Tax and Revenue Certificates of Obligation, Series 2012, numbered R- 1/R -19, dated Auaust 1, 2012, and that in signing the certificate of registration I used the following signature: -- /7�C� IN WITNESS WHEEtEOF I have executed this rtificate this the 10th da y of September 2012. I, Susan Combs, Comptroller of Public Accounts of the State of Texas, certify that the person who has signed the above certificate was duly designated and appointed by me under authority vested in me by Chapter 403, Subchapter H, Government Code, with authority to sign my name to all certificates of registration, and /or cancellation of Bonds required by law to be registered and /or cancelled by me, and was acting as such on the date first mentioned in this certificate, and that the bonds /certificates described in this certificate have been duly registered in the office of the Comptroller, under Registration Number 80657. 2012. GIVEN under my hand and seal of office at Austin, Texas, this the 10th day of September SUSAN COMBS Comptroller of Public Accounts of the State of Texas OFFICE OF COMPTROLLER OF THE STATE OF TEXAS I, SUSAN COMBS, Comptroller of Public Accounts of the State of Texas, do hereby certify that the attachment is a true and correct copy of the opinion of the Attorney General approving the: City of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation, Series 2012 numbered R- 11R -19, of the denomination of $ various, dated August 1, 2012, as authorized by issuer, interest various percent, under and by authority of which said bonds/certificates were registered electronically in the office of the Comptroller, on the 10th day of September 2012, under Registration Number 80657. Given under my hand and seal of office, at Austin, Texas, the 10th day of September 2012. SUSAN COMBS Comptroller of Public Accounts of the State of Texas TAB 11 CITY SECRETARY CONTRACT NO._ - - MASTER PAYING AGENT/REGISTRAR AGREEMENT THIS MASTER PAYING AGENT/REGISTRAR AGREEMENT (the "Agreement "), dated as of the day of V :,-q , 2011, is by and between the City of Fort Worth, Texas (the "City ") and BOKF, NA dba Bank of Texas, a national banking association organized and existing under the laws of the United States of America (together with any successor, the "Bank "); WITNESSETH: WHEREAS, the City is authorized to issue the obligations as defined herein (the "Obligations ") in accordance with the respective ordinances adopted by the City on or after October 1, 2011 through September 30, 2014, and incorporated herein for all purposes (collectively, the "Ordinance ") and, in the case of the hereinafter defined Refunding Obligations, the terms of one or more purchase agreements with respect to the Refunding Obligations; WHEREAS, the City desires that the Obligations be issued in fully registered form with privileges of transfer and exchange as herein provided, and as authorized in the Ordinance, WHEREAS, the City has authorized the issuance of the Obligations subject to the terms of the Ordinance and, to provide for registration, payment, transfer, exchange, and replacement of the Obligations, the City has authorized the execution and delivery of this Agreement; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants herein contained, and subject to the conditions herein set forth, the City and the Bank agree as follows: ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. Definitions. The terms defined in this Article shall have the meaning set out below unless the context requires a different meaning: "Agreement" means this agreement as originally executed or as it may from time to time be supplemented, modified, or amended. "Bank" means the entity named as the "Sank" in the first paragraph of this Agreement or a successor Bank selected in accordance with the applicable provisions of this Agreement. 'City" means the City of Fort Worth, Texas. "City Request" means a request signed in the name of the City by the Mayor, City Manager or Chief Financial Officer of the City, which the Bank shall assume to be a duly authorized act of the City. "Designated Payment/Transfer Office" means the corporate trust office of the Paying Agent/ Registrar designated as the place of payment, transfer and exchange of the Obligations, initially, the corporate trust office of the Paying Agent/Registrar in Austin, Texas. "Holder" when used with respect to any Note, means the Person in whose name such Note is registered in the Note Register. "Interest Payment Date" means the Stated Maturity of an installment of interest on any Obligations. "Maturity" when used with respect to any Note means the date on which the principal of such Note becomes due and payable as therein provided, whether at the Stated Maturity or by call for redemption or otherwise. "Obligations" means any obligations authorized and issued by the City on or after October 1, 2011 through September 34, 2014, including but not limited to, Certificates of Obligations, General Obligations, Refunding Obligations, Bonds, Tax Notes, and Equipment Notes. "Ordinance" means, collectively, the respective ordinance, resolution, or order adopted by the City authorizing the issuance of the Obligations, and incorporated herein for all purposes. "Person" means any entity, individual, corporation, partnership, joint venture, association, joint -stock company, trust, unincorporated organization, or government or any governmental agency or political subdivision. "Predecessor Obligations" of any particular Obligation means every previous Obligation evidencing all or a portion of the same debt as that evidenced by such particular Obligation, and, for purposes of this definition, any Obligation authenticated and delivered under Section 5.02 in lieu of a mutilated, lost, destroyed or stolen Obligation shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Obligation. "Purchase Agreement" means each bond purchase agreement between the City and the underwriters named therein, relating to the sale of the Refunding Obligations. "Record Date" for the interest payable on an Interest Payment Date for a Obligation means the date (whether or not a business day) specified in such Obligations. "Redemption Date" when used with respect to any Obligation to be redeemed means the date fixed for such redemption pursuant to the terns thereof, the Ordinance and this Agreement. "Redemption Price" when used with respect to any Obligation to be redeemed means the price at which it is to be redeemed pursuant to terms thereof and the Ordinance and, in the case of the Refunding Obligations, the applicable Purchase Agreement, excluding installments of interest whose Stated Maturity is on or before the Redemption Date. "Refunding Obligations" means those Obligations as defined. herein. "Register" has the meaning stated in Section 5.01. "Stated Maturity" when used with respect to any Obligation or any installment of interest thereon means the date specified in such Obligation as the fixed date on which the principal of such Obligation or such installment of interest is due and payable. SECTION 1.02. Written Communication. Any request, demand, authorization, direction, notice, consent, waiver, or other written communication provided or permitted by this Agreement to be made upon, given or furnished to, or filed with A. the City, shall be sufficient for every purpose hereunder if in writing and mailed, first - class, postage prepaid, to the City addressed to it at City Hall, 1000 Throckmorton Street, Fort Worth, "Texas 76102, or at any other address previously furnished to the Bank in writing by the City, and B. the Bank, shall be sufficient for every purpose hereunder if in writing and mailed, first - class, postage prepaid (and properly referred to this Agreement or the Obligations), to the Bank addressed to it at l 11 Congress Avenue, Suite 400, Austin, Texas 78701, or at any other address previously furnished to the City in writing by the Bank. SECTION 1.03. Notice to Holders; Waiver. Where this Agreement provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise expressly provided herein) if in writing and mailed, first- class, postage prepaid, to each Holder, at the address of such Holder as it appears in the Register. In any case where notice to Holders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to all other Holders. Where this Agreement provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Bank, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver, SECTION 1.04. Effect of Headinn s. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 1.05. Successors and Assigns. All covenants and agreements in this Agreement by the City or the Bank shall bind its successors and assigns. SECTION 1.06. Severability Clause. In case any provision of this Agreement, the Ordinance, or the Obligations or any application thereof shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions and applications of this Agreement shall not in anyway be affected or impaired thereby. SECTION 1.07. Amendment. This Agreement may be amended only by an agreement in writing by both of the parties hereto. SECTION 1.08. Benefits of Azreement. Nothing in this Agreement or in the Obligations, expressed or implied, shall give to any Person other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim under this Agreement. SECTION 1.09. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. SECTION 1.10. Term and Appointment A. Appointment of Bank as Paying Agent and Registrar. The City hereby appoints the Bank to act as paying agent and registrar with respect to the Obligations in paying the Holders of the Obligations, the principal, redemption premium (if any) and interest on all or any of the Obligations. B. Acceptance. The Bank hereby accepts its appointment and agrees to act as paying agent and registrar with respect to the Obligations in accordance with the terms of each series of Obligations issued by the City, the Ordinances pursuant to which such Obligations were authorized and issued, and this Agreement. C. Term. The term of this Agreement shall begin on October 1, 2011, and continue thera#ler in full force and effect through September 30, 2014 or until all Obligations have matured and/or have been redeemed, whichever occurs last. D. Renewals. This Agreement may be renewed for two additional terms of one year each at the City's sole discretion at the same rate and. under the same terms. E. Change in Location of Designated Pa eat/Transfer Office. In the event the Bank changes the location of its Designated Payment/Transfer Office, the Bank shall promptly send notice of the change to each Holder by United States mail, first- class, postage prepaid, at the address in the Bond Register, stating the effective date and mailing address of the new Designated Payment/Transfer Office. SECTION 1.11 Right to Audit. Bank agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Bank involving transactions relating to this Agreement at no additional cost to the City. Bank agrees that the City shall have access during normal working hours to all necessary Bank facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Bank reasonable advance notice of intended audits. ARTICLE TWO THE OBLIGATIONS SECTION 2.0 1, Forms Generally. The Obligations, the registration certificate of the Comptroller of Public Accounts ofthe State of Texas (the "Comptroller Registration Certificate "), the authentication certificate of the Bank (the "Authentication Certificate "), and the Assignment to be printed on each of the Obligations, shall be substantially in the forms set forth in the Ordinance with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by the Ordinance and this Agreement and may have such letters, numbers, or other marks of identification and the Obligations may have such legends and endorsements thereon (including any reproduction of an opinion of counsel) as may, consistently herewith, be established by the Ordinance or determined by the officers executing such Obligations as evidenced by their execution of such Obligations. SECTION 2.02. Execution, Registration, Delivery, and Dating. The Obligations shall be executed on behalf of the City as provided in the Ordinance. No Obligation shall be entitled to any right or benefit under this Agreement or the Ordinance, or be valid or obligatory for any purpose, unless there appears on such Obligation either the Comptroller Registration Certificate, substantially in the form provided in the Ordinance, executed by the Comptroller of Public Accounts of the State of Texas or the duly authorized agent thereof, by manual signature, or the Authentication Certificate substantially in the form provided in the Ordinance, executed by the Bank, by manual signature, and either such certificate upon any Obligation shall be conclusive evidence, and the only evidence, that such Obligation has been duly certified or registered or delivered. SECTION 2.03. Cancellation. All Obligations surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Bank and, if not already cancelled, shall be promptly cancelled by the Bank. The City may at any time deliver to the Bank for cancellation any Obligations previously certified or registered and delivered which the City may have acquired in any manner whatsoever and all Obligations so delivered shall be promptly cancelled by the Bank. No Obligation shall be registered in lieu of or in exchange for any Obligation cancelled as provided by this Agreement. All cancelled Obligations held by the Bank shall be disposed of as directed by City Request. SECTION 2.04. Persons Deemed Owners. The City, the Bank, and any agent of the City or the Bank may treat the Person in whose name any Obligation is registered as the owner of such Obligation for the purpose of receiving payment of the principal (and Redemption Price, if applicable) of and interest on such Obligation and for all other purposes whatsoever whether or not such Obligation be overdue, and, to the extent permitted by law, none of the City, the Bank, and any such agent shall be affected by notice to the contrary. ARTICLE THREE PAYMENT OF OBLIGATIONS SECTION 3,01. Payment of Interest. Interest on any Obligation which is payable on any Interest Payment Date shall be paid to the Holder of such Obligation as determined at the close of business on the Record Date. Such interest shall be paid by the Bank by check mailed to the Holder at the address of such Holder as it appears on the Register, or by such other customary banking arrangements to which the Holder and the Bank may agree, but solely from fiords collected from the City for such purpose. Each Obligation delivered under this Agreement upon transfer or in exchange for or in lieu of any other Obligation shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Obligation and each such Obligation shall bear interest from such elate so that neither gain nor loss in interest shall result from such transfer, exchange or substitution. SECTION 3.02. Payment of Principal and Redemption Price. Principal (and the Redemption Price, if applicable) of each Obligation shall be paid by the Bank to the Holder at the Maturity thereof, but solely from funds collected from the City for such purpose, upon presentation and surrender of such Obligation to the Bank for cancellation. All Obligations presented and surrendered for payment shall be delivered to the Designated Payinent/Transfer Office, SECTION 3.03. City to Deposit Funds. The City will duly and punctually deposit with the Bank, at its corporate trust office in Austin, Texas, on or before each Stated Maturity of interest on Obligations and each Maturity of Obligations, money sufficient to pay the principal (and Redemption Price, if applicable) of and interest on the Obligations when due. ARTICLE FOUR REDEMPTION OF OBLIGATIONS SECTION 4.01. General Applicability of Article. If the Obligations are to be redeemed before their Stated Maturity, they shall be redeemed in accordance with their terms and the Ordinance. SECTION 4.02. Election to Redeem; Notice to Bank. The exercise by the City of its option to redeem any Obligations shall be evidenced by City action consistent with the provisions of the Ordinance. In case of any redemption at the election of the City of less than all of the outstanding Obligations, the City shall, at least 45 days prior to the Redemption Date (unless a shorter notice shall be satisfactory to the Bank), notify the Bank of such Redemption Date and of the principal amount of Obligations of each Stated Maturity to be redeemed, and the Redemption Price to be paid to the Holders. SECTION 4.03. Notice of Redemption. Notice of redemption shall be given by the Bank in the name and at the expense of the City, prior to the Redemption Date, to each Person entitled to receive notice of such redemption at the times and in the manner required by the Ordinance. All notices of redemption shall contain a description of the Obligations to be redeemed including the complete name of the Obligations, the Series, the date of issue, the interest rate, the Maturity, the CUSIP number, if any, the amounts called of each Obligation, the publication and mailing date for the notice, the date of redemption, the redemption price, the name of the Bank and the address at which the Obligation may be redeemed including a contact person and telephone number. ARTICLE FIVE REGISTRATION, TRANSFER, EXCHANGE, AND REPLACEMENT OF OBLIGATIONS SECTION 5.01. Registration. Transfer, and Exchan e. The Bank shall keep at the Designated Payment/Transfer Office a register (herein referred to as the "Register ") in which, subj ect to such reasonable regulations as the City or the Bank may prescribe, the Bank shall provide for the registration of the Obligations and registration of transfers of the Obligations as herein provided. Upon surrender for transfer or exchange of any Obligation at the Designated Payment/Transfer Office of the Bank, the Bank shall register and deliver, in the name of the designated transferee or transferees, one or more new fully registered Obligations of the same maturity, of any authorized denominations, and of a like aggregate principal amount in accordance with the terms of the Ordinance. Every Obligation presented or surrendered for transfer or exchange shall be duly endorsed (if so required by the Bank) or be accompanied by a written instrument of transfer in form satisfactory to the Bank duly executed by the Holder or the attorney thereof duly authorized in writing. Neither the City nor the Bank shall be required (i) to issue, transfer, or exchange any Obligation subject to redemption during a period beginning at the opening of business thirty (30) days before the day of the first mailing of a notice of redemption of Obligations and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Obligation after it is so selected for redemption, in whole or in part, prior to the redemption date; except that at the option of the Holder of at least $1,000,000 in principal amount of a series of Obligations, the Bank is required to transfer or exchange any such Obligation which has been selected in whole or in part for redemption upon the surrender thereof. In the event that the use of book -entry transfers for the Obligations is discontinued, the City shall provide an adequate inventory of Obligation certificates to facilitate transfers and exchanges. The Bank covenants that it will maintain Obligation certificates in safekeeping and will use reasonable care in maintaining such condition in safekeeping, which shall be not less than the care it maintains for debt securities of other governments or corporations for which it serves as registrar, or which it maintains for its own securities_ The Bank as Registrar will maintain the records of the Register in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain the Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. SECTION 5.02. Mutilated Destroyed, Lost. and Stolen Obligations. If (i) any mutilated Obligation is surrendered to the Bank, or the City and the Bank receive evidence to their satisfaction of the destruction, loss or theft of any Obligation, and (ii) there is delivered to the City and the Bank such security or indemnity as may be required by them to save each of them harmless, then, the City shall execute and upon its request the Bank shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Obligation (but only upon surrender of such Obligation if such Obligation is mutilated), a new Obligation of the same series and maturity and of like tenor and principal amount, bearing a number not contemporaneously outstanding, in accordance with the Ordinance. In case any such mutilated, destroyed, lost or stolen Obligation 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 Obligations, the City in its discretion may by City Request have the Bank pay such Obligation instead of issuing a new Obligation, provided security or indemnity is furnished to the City and the Bank as may be required by them to save each of them harmless from any loss or damage with respect thereto, all in accordance with the Ordinance. SECTION 5.03. List of Holders. The Bank will provide the City at any time requested by the City, upon payment of the agreed upon fee, a copy of the information contained in the Register. The City may also inspect the information in the Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up -to -date listing or to convert the information into written form. The Bank will not release or disclose the content of the Register to any Person other than pursuant to a City Request or other than to an authorized officer or employee of the City, except upon receipt of a subpoena or court order or as otherwise required by law. Upon receipt of a subpoena or court order the Bank will notify the City so that the City may contest the subpoena or court order. SECTION 5.04. Surety Bond. The City hereby accepts the Bank's current blanket bond for lost, stolen or destroyed Obligations (and any future substitute blanket bond for lost, stolen or destroyed Obligations that the Bank may arrange with sufficient coverage to protect the City in the opinion of the Bank) and agrees that the coverage under any such blanket bond is acceptable to it and meets the City's requirements as to security or indemnity. The Bank need not notify the City of any changes in the security or other company giving such bond or the terms of any such bond. The blanket bond then utilized for the purpose of lost, stolen, or destroyed certificates by the Bank is available for inspection by the City on request. SECTION 5.05. Transaction Information to Ci The Bank will, within a reasonable time after receipt of written request from the City, furnish the City information as to the Obligations it has paid, Obligations it has delivered upon the transfer or exchange of any Obligation, and Obligations it has delivered in exchange for or in lieu of mutilated, destroyed, lost or stolen Obligations. ARTICLE SIX RIGHTS AND OBLIGATIONS OF BANK SECTION 6.01. Certain Duties and Responsibilities. A. The Bank: shall perform the duties imposed on the Bank under the Ordinance. 2. shall exercise reasonable care in the performance of its duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Bank; and 3. in the absence of bad faith on its part, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Bank and conforming to the requirements of this Agreement, but in the case of any opinions which by any provision hereof are specifically required to be furnished to the Bank, shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. B. No provision of this Agreement shall be construed to relieve the Bank from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct except that: I . this Subsection shall not be construed to limit the effect of Subsection A of this Section; and 2. the Bank shall not be liable for any error of judgment made in good faith by any officer thereof unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. fli: C. Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Bank shall be subject to the provisions of this Section. D. By executing this Agreement, the Bank hereby represents that it has received a certified copy of the Ordinance. SECTION 6.02. Certain Rights of Bank. Except as otherwise provided in Section 6.01 hereof: A. the Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, coupon or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; B. the Bank may consult with legal counsel and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by the Bank hereunder in good faith and in reliance thereon; C. the Bank shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, coupon or other paper or document, but the Bank, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Bank shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records, and premises of the City, personally or by agent or attorney; and D. the Bank may execute any of the trusts or powers hereunder or perform any of the duties hereunder either directly or by or through agents or attorneys, and the Bank shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed hereunder with due care by it. SECTION 6.03 - Not Responsible for Recitals. The recitals contained in the Obligations, except any authentication certificate signed by the Bank on the Obligations, shall be taken, as the statements of the City, and the Bank assumes no responsibility for their correctness. SECTION 6.04. MU Hold Obligations. The Bank, in its individual or any other capacity, may become the owner or pledgee of Obligations and otherwise deal with the City with the saute rights it would have if it were not serving as paying agent, transfer agent, bond registrar, authenticating agent, or in any other capacity hereunder. SECTION 6.05. Money Deposited with Bank. Money deposited by the City with the Bank for payment of principal (or Redemption Price, if applicable) of or interest on any Obligations shall be segregated from other funds of the Bank and the City and shall be held in trust for the benefit of the Holders of such Obligations. All money deposited with the Bank hereunder shall be secured in the manner and to the fullest extent required by law for the security of funds of the City. Amounts held by the Bank which represent principal of and interest on the Obligations remaining unclaimed by the owner after the expiration of three (3) years from the date such amounts have become due and payable shall be reported and disposed of by the Bank in accordance with the provisions of Texas lave including, to the extent applicable, Title 6 of the Texas Property Code, as amended. The Bank shall be under no liability for interest on any money received by it hereunder. This Agreement relates solely to money deposited for the purposes described herein, and the parties agree that the Bank may serve as depository for other funds of the City, act as trustee under indentures authorizing other bond transactions, or act in any other capacity not in conflict with its duties hereunder. SECTION 6.06. Compensation and Reimbursement. The City agrees: A. to pay to the Bank from time to time reasonable compensation for all services rendered by it hereunder, which compensation shall be established initially for the Obligations in accordance with the schedule attached as Exhibit A, which is made a part hereof for all purposes; B. except as otherwise expressly provided herein, to reimburse the Bank upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Sank in accordance with any provisions of this Agreement, except to the extent (i) covered by the compensation established pursuant to Subsection A of this Section or (ii) any such expense, disbursement, or advance as may be attributable to the negligence or bad faith of the Bank; and C. that the Bank shall indemnify and hold the City harmless against, any loss, liability, or expense incurred, arising out of or in connection with the administration or performance of the Bank's duties and obligations hereunder, including the costs and expenses of defending (including counsel fees) against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The foregoing indemnity shall survive the resignation or substitution of the Bank or the termination of this Agreement. 12 SECTION 6.07. Resignation and Removal. The Bank may resign from its duties hereunder at any time by giving not less than sixty (60) days written notice thereof to the City, with such resignation effective upon the appointment of a successor thereto. The Bank may be removed from its duties hereunder at any time with or without cause by the City designating a successor upon not less than sixty (60) days written notice; provided, however, that no such removal shall become effective until such successor shall have accepted the duties of the Bank hereunder by written instrument. Upon the effective date of such resignation or removal (or any earlier date designated by the City in case of resignation) the Bank shall, upon payment of all its fees, charges, and expenses then due, transfer and deliver to, or upon the order of, the City all funds, records, and Obligations held by it (except any Obligations owned by the Bank as Holder or pledgee), under this Agreement. If the Bank shall resign or be removed, the City shall promptly appoint and engage a successor to act in the place of the Bank hereunder, which appointment shall be effective as of the effective date of the resignation or removal of the Bank. Such successor shall immediately give notice of its substitution hereunder in the name of the City to the Holders, including the name of the successor to the Bank and the address of its principal office and office of payment as provided in the Ordinance. SECTION 6.08. Merger, Conversion, Consolidation, or Succession. Any corporation into which the Bank may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation to which the Bank shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Bank shall be the successor of the Bank hereunder without the execution or filing of any paper or any further acts on the part of either of the parties hereto. In case any Obligation shall have been registered, but not delivered, by the Bank then in office, any successor by merger, conversion, or consolidation to such authenticating Bank may adopt such registration and deliver the Obligation so registered with the same effect as if such successor Bank had itself registered such Obligations. SECTION 6.09. Bank Not a Trustee. This Agreement shall not be construed to require the Bank to enforce any remedy which any Holder may have against the City during any default or event of default under any agreement between any Holder and the City, including the Ordinance, or to act as trustee for such Holder. SECTION 6.10. Bank Not Responsible for Obligations. 13 The Bank sliall not be accountable for the use of any Obligations or for the use on application of the proceeds thereof. SECTION 6.11. Adjudication and Interpleader. The City and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its persons as well as funds on deposit, in the appropriate Federal or State District Court located in Travis County, Texas, and agree that service of process by certified or registered mail, return - receipt requested, to the address set forth in this Agreement shall constitute adequate service. The City and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction within the State of Texas to determine the rights of any Person claiming interest herein. SECTION 6.12. Bank`s Funds Not Used. No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights of powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. The Bank shall in no event be liable to the City, any Holder, or any other Person for any amount due on any Obligation from its own funds. SECTION 6.13. Depositary Trust Company Services. It is hereby represented and warranted that, in the event the Obligations are otherwise qualified and accepted for The Depository Trust Company services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, wil l comply with the operational arrangements which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time and notification of redemptions and calls. SECTION 6.14. Reporting Requirements. To the extent required by the Code or the Treasury Regulations, the Bank shall report the amount of interest paid or the amount treated as interest accrued on the Bonds which is required to be reported by the Holders on their returns of federal income tax, or assure that such a report is made, to the Holders and the Internal Revenue Service. SECTION 6.15. Entire Agreement. This Agreement and the Ordinance constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Ordinance, the Ordinance shall govern. 14 SECTION 6.16. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, and their respective seats to be hereunto affixed and attested, all as of the day and year written. CITY OF FORT WORTH, TEXAS By: Tom Higgins City Manager��� f Date: d by. �" rk 7 P. Gonzah BOKF, NA dba BANK OF TEXAS r Name: JOSE A GAYTAN JR. Title: VICE PRESIDENT Date: ATTEST: �o ax APPROVED AS TO FORM: 00 Maleshia . Farmer Assistant ty Attorney NO M &C REQUIRED 15 EXHIBIT A FEE SCHEDULE NOTE REGISTRAR, TRANSFER AGENT, AND PAYING AGENT Annual Administration Fee:....., ................... $300 FORTWORTH i BOKF, NA d/b /a Bank of Texas 111 Congress Avenue, Suite 400 Austin, Texas 78701 Re: MASTER PAYING AGENT /REGISTRAR AGREEMENT (AGREEMENT) Ladies and Gentlemen: By this letter the City of Fort Worth, Texas (the "City ") desires to clarify the intent of the parties as to the meaning of the second paragraph of Section 6.05 of the Agreement, which reads: All money deposit with the Bank hereunder shall be secured in the manner and to the fullest extent required by law for the security of funds of the City. The parties agree that the intent of the cited language is to specifically provide for the collateralization of funds not covered by federal deposit insurance (FDIC insurance). Please indicate the concurrence in this interpretation of Section 6.05 of the Agreement by signing this letter as indicated below. Sincerely, CITY OF FORT WORTH, ACCEPTED ON THIS 2 DAY OF SEPTEMBER, 2012. BOKF, NA, D /B /A BANK OF TEXAS By: Title. JR. C.0 PRESIDENT FINANCIAL MANAGEMENT SERVICES DEPARTMENT THE CITY OF FORT WORTH * 1000 THROCKMORTON STREET * 3RD FLOOR * FORT WORTH, TEXAS 76102 817 -392 -8185 * Fax 817 -392 -8966 TAB 12 Blanket Issuer Letter of Representations [To to Completed by Issuer] CITY OF F01;2 Ltib=, =AS I \auir of Imilvel •� :'J r 3 S�y� y w V I WIL -1 .attention: U tide nvriting Department — Eligibility The Depository Trust Company a5 Witter Street: 50th Floor Nett fork, NY 1004l -0099 Ladies and Gentlemen: This letter sets forth our understanding % %ith re"et to nIl issues (tile "Securities -) that Issuer shall request be made eligible for deposit b }• The Depositon• Trust Company ( "DTC -'). To induce OTC to accept the Securities as eligible for deposit at UTC• .tncl to act in accordance %%ith DTC;c Rules 1%ith respect to the Securities. Issuer represents to ITC that Issuer %%rill cotnpl. N %itlt the requirewc!ws stated in DTCs Operational arru3;enients.:ts the%, may be amended from tinge to tune. Note: SnccthtIv A mwaim; ctatcsnrnts that UTC I1gUVI -cs :uc'itratvIr dvst 6kc UTC, JILV 1119.tIi9XI or rrrcc-tin_' lx*ik- �itn transFcrzt, Esccorilirs. dimAlnitedtlarrnil-li UTC.:uul tvmdrt related m.mcm Bet.•cived and A=pted: T1 1E DEPOSiTORYTRUST : 1� E3 �•: 23 e'en. truly �•nurs. CITY OF FORT 6'XDRTH, T-X1S I)1' t�utt•nrinal t1ll� r> Si ;n�,i[urpi Mr. James Keyes Director or Fiscal Services 1000 Throc3a.mrton Fort Worth, Texas 75102 (817) 871 --0517 SCHEDL'1-E A SAMPLE OFFERING DOCUMENT LANGUAGE DESCRIBING BOOK- ENTRY -ONLY ISSUANCE (Prepared by DTC — bracketed material may be applicable only to certain issues) 1. The Depositon• Trust Company (-DTC"). New York, NY, will act as securities depository for the securities (the "Securities -). The Securities v ill be issued as fully- registered securities registered in the mane of Cede br Co. (DTC's partnership nominee). One full)-registered Security certificate «ill be issued for (each issue of] the Securities, (euchl in the aggregate principal amount of such issue, and %,.ill be deposited with DTC. (If, however, the aggregate principal amount of (aiayj issue exceeds S200 million, one certificate be issued uith respect to each S?DO million of principal amount and an additional certificate will be issued with respect to any remaining principal amount of such issue.] ?. DTC is a limited - purpose trust company organized under the New York Banldng I.aw, a "banking organization" within the meaning of the New fork Banldng Law. a anember of the Federal Reserve System, a clearing corporation` within the meaning of the New York Uniform Commercial Code, and a "clearing agenry" red stered pursuant to the provisions of Section 17A of tine Securities Exchange Act of 19,34. DTC holds securities that its participants ( "Participants ") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book -entry changes in Participants` accounts, thereby eliminating the need for physical rnovement of securities certificates, Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the Americen Stock Exchange, Inc.. and the rational Association of Securities Dealers, Inc. Act. -ess to the DTC system is also :mailable to others such as securities brokers and dealers, banks, :L=ad trust companies that clear through or maintain a custodial relationship mith a Direct Participant, either directly or indirectly (1ndirect Participants "). The Rules applicable to DTC and its Participants are on file Mth the Securities and Exchange Conanaission. "s. Purchases of Securities under the DTC saxtean must be made far or through Direct Participants, wljich Mll receive a credit for the Securities on DTCS records. The awaaership interest of each actual purchaser of each Securih• (Beneficial O•v»er -) is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written conAran:ation from DTC of their purchase, but Beneficial Owners are expected to receive .written confirmations providing details of the transaction. as well as Periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial ON«aer entered into the transaction. Transfers of ownership interests in the Securities are to he accomplished b%, entries made on the books of Participants acting on behalf of licneficial 0%vnen. Beneficial Owners will not rrctivc certificates representing their a-wimrship interests in Securities, except in tl►e event that use of the book -entry system for the Securities is discontinued. a. To facilitate subsequent transfcrs. :ill Securities deposited by Participants aaitla DTC are registered in the name of DTCS partnership nominee, Cede & Co. The deposit of Securities with DTC and their rroistration in the name of Cede 4 Co. effect no change in beneficial ownership. DTC has no knowledge of the :actual l3enef icial 0%%­liers of the Securities; DTCS records reflect only the identity of the Direct Participants to whose :accounts such Securities are credited, which may or may not be the Beneficial O%vners. The Participants will remain responsible for keeping :account of their holdings on behalf of their customers. 24 5. Conveyance of notices and other conuntunicntions by DTC to Direct Participants, by Direct Participants to Indirect Participants. and by Direct Participants and Indirect Participants to Benefici :tl Owners LFiIl be governed br arrancrements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. (G. Redemption notices shad1 be sent to Cede & Co. If less than :ill of the Securities %Lithin an issue are being redeemed. DTCs practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.) i. \either DTC nor Cede 6c Co. %rill consent or vote Kith respect to Securities. tinder its usual Procedures, DTC to :uls an Omnibus Proxy to the issuer as soon as possible after the record date. Titre Omnibus Prom• assigns Cede dr Co.'s consenting or voting rights to those Direct Participants to whose accounts the Securities are credited on the record date (identified in a listing attached to the Omnibus Proxi-). S. Principal and interest payMents on the Securities will be made to DTC. DTC's pntctice is to credit Direct participants' accounts on payable date in accordance with their respective holdings shorn on DTC's records unless DTC h:u reason to believe that it mill not receive paymelit on parable date. Payments by Participants to Beneficial O%%rers will be governed by standing instructions and customan' practic -s. as is the case %%ith securities held for the accounts of customers in bearer Fonn or registered in "street name.' and % %ill be the responsibility of such Participant and not of DTC, the Agent, or the Issuer. subject to any statutor- or regulatory requirements :s may be in effect frown tune to tune. Payinent of principal and interest to DTC is the responsibility of the Issuer or the Agent, disbursement of such payments to Direct Participants shall be the responsibility of DTC. and disbursement of such payments to the Beneficial O%LZlers shall be the responsibility of Direct and Indirect Participants. (�. A Beneficial O` %lrer shall give notice to elect to have its Securities purviiased or tendered, through its Participant. to the (TenderAlemarketingj Agent. and shall affect delivery of such Securities by musing the Direct Participant to transfer the Participant's interest in the Securities, on DTCs records, to the (Tender /Beinarketins) pat. The requirement for physirtt delivery of Securities in connection with :t (1cmaud for PurduLse or a iminclatory purchase %rill he deemed satisfied when the ovoterskip rights in tlrc Securities arc transferred lry Direct Particip:urts on DTCs records.) 10, DTC man' discontinue pru%iding its services -.0 securities dcpositorpo%ith respect to the Securities at any tirnte Irv' giving re :«nnable notice to the Issuer or the Agent. Under such circumstances. in the event- that a successor securities cicpositor• is not obtained. Security certificates are required to be printed std delivered. 11. Tile Issuer may decide to discontinue trsc of the system of book -entry transfers through DTC (or a crtccessor securities depositot -0. Ill that event. Security certificates %%ill be ptintcd and delivered. I?. The inforniation in this section concerning DTC and DTCS book -entry system has been obtained Front sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the arrnrtc� thereof. 25