HomeMy WebLinkAboutOrdinance 25389-03-2022 ORDINANCE NO. 25389-03-2022
ORDINANCE AUTHORIZING ISSUANCE OF
CITY OF FORT WORTH, TEXAS TAX NOTES, SERIES 2022,
IN AN AGGREGATE PRINCIPAL AMOUNT OF $72,185,000;
APPROVING THE SALE OF THE NOTES; ENACTING OTHER PROVISIONS
RELATING TO THE SUBJECT; AND DECLARING AN
IMMEDIATE EFFECTIVE DATE
THE STATE OF TEXAS :
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
WHEREAS,the Issuer(such term and other capitalized terms used in this Ordinance being
as defined in Exhibit A attached hereto), is a home-rule municipality having a total population of
at least 80,000 according to the last preceding federal census, and was organized, created and
established pursuant to the Constitution and laws of the State of Texas; and
WHEREAS, the City Council is authorized pursuant to Chapter 1431 to issue notes for
specified purposes, including, without limitation,to pay a contractual obligation incurred or to be
incurred for the construction of a public work and the purchase of materials, supplies, equipment,
machinery,buildings, lands, and rights-of-way for an issuer's authorized needs and purposes; and
WHEREAS, the City Council deems it in the best interest of the Issuer to issue the Notes,
pursuant to Chapter 1431, for the purposes hereinafter stated, and to secure the payment of the
Notes from a pledge of the ad valorem taxes assessed and collected by the City, on the terms and
conditions set forth in this Ordinance.
NOW,THEREFORE,BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF FORT WORTH,TEXAS:
Section 1. SALE OF NOTES, AMOUNT AND PURPOSE OF NOTES. (a) Sale to
Purchaser. That pursuant to authority granted to the City Council by Chapter 1431, the Notes
shall be and are hereby authorized to be issued in an aggregate principal amount of$72,185,000
for the purpose of PAYING CONTRACTUAL OBLIGATIONS INCURRED OR TO BE
INCURRED FOR THE CONSTRUCTION OF PUBLIC WORKS AND THE PURCHASE OF
MATERIALS, SUPPLIES, EQUIPMENT, MACHINERY, BUILDINGS, LANDS, AND
RIGHTS-OF-WAY FOR THE ISSUER'S AUTHORIZED NEEDS AND PURPOSES, as more
fully described in Schedule I attached to this Ordinance (the "Projects"), and to pay the costs of
issuance of the Notes. The sale of the Notes to the Purchaser, at the purchase price set forth in the
Purchase Agreement, is hereby approved. The Initial Note shall be delivered to the Purchaser, and
the Purchaser shall have the right to exchange the Initial Note for definitive Notes as provided in
Section 5 hereof without cost. It is hereby officially found,determined and declared that the Notes
are being sold to the Purchaser at terms that are the most advantageous reasonably obtained. The
execution of the Purchase Agreement by the City Manager, or any Assistant City Manager in the
absence of the City Manager, presented by the Purchaser in substantially the form attached to this
Ordinance, is hereby authorized and approved.
(b) Use of Projects for a Municipal Purpose. The improvements to the building
described in Schedule I and financed with the proceeds of the Notes will facilitate the use of the
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building as the City Hall of the City by providing office space, meeting space, and related
governmental uses, and to acquire firefighting equipment.
Section 2. DESIGNATION,DATE, NUMBERS, AND MATURITY OF NOTES. That
the Notes issued pursuant to this Resolution shall be designated: "CITY OF FORT WORTH,
TEXAS TAX NOTES, SERIES 2022", and initially there shall be issued, sold and delivered
hereunder one fully registered Note, without interest coupons, dated March 29, 2022, in the
principal amount stated above and in the denominations hereinafter stated, numbered T-1 (the
"Initial Note"), payable to the Purchaser. The Initial Note shall mature on March 1, 2029. The
Initial Note shall be subject to mandatory prepayment on March 1 in each of the years and in the
principal amounts,respectively, and shall bear interest in the manner provided, on the dates stated,
and from the dates set forth, in the FORM OF NOTE to their respective dates of maturity or
redemption prior to maturity at the rates per annum, as set forth in the following schedule:
Years Principal Installments ($) Interest Rate (%)
2023 9,785,000 1.73
2024 9,955,000 1.73
2025 10,130,000 1.73
2026 10,305,000 1.73
2027 10,485,000 1.73
2028 10,670,000 1.73
2029* 10,855,000 1.73
*Final maturity
In substitution for the Initial Note, there shall be delivered to the Purchaser a single note,
Note T-2, in the same form as the Initial Note, without the Comptroller's Registration Certificate
attached to Note T-2.
Notwithstanding any provision herein to the contrary, presentment or surrender of the
Notes shall not be required for payment of principal or interest thereon except at final maturity.
Section 3. REDEMPTION. That the Notes are subject to redemption prior to their
scheduled maturities,in the manner provided in the FORM OF NOTE set forth in Exhibit B to this
Ordinance.
Section 4. INTEREST. That the Notes shall bear interest at the rate per annum set forth
in Section 2 of this Ordinance. The interest on the Notes shall be payable to the registered owner
of any such Note on the dates and in the manner provided in the FORM OF NOTE set forth in
Exhibit B to this Ordinance. Interest on the Notes shall be calculated on the basis of a 360-day
year consisting of twelve 30-day months.
Section 5. CHARACTERISTICS OF THE NOTES. (a) Registration, Transfer,
Conversion and Exchange;Authentication. That the Issuer shall keep or cause to be kept at the
Designated Trust Office of the Paying Agent/Registrar the Registration Books, and the Issuer
hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep, such books
or records and make such registrations of transfers and exchanges under such reasonable
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regulations as the Issuer and the Paying Agent/Registrar may prescribe; and the Paying
Agent/Registrar shall make such registrations, transfers and exchanges as herein provided within
three calendar days of presentation in due and proper form. An electronic copy of the Registration
Books shall be maintained with the Issuer. The Paying Agent/Registrar shall obtain and record in
the Registration Books the address of the registered owner of each Note. The Issuer shall have the
right to inspect the Registration Books during regular business hours of the Paying Agent/Reg-
istrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential
and, unless otherwise required by law, shall not permit their inspection by any other entity. The
Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making
such registration, transfer, exchange and delivery of a substitute Note or Notes. Registration of
assignments,transfers and exchanges of Notes shall be made in the manner provided and with the
effect stated in the FORM OF NOTE. Each substitute Note shall bear a letter and/or number to
distinguish it from each other Note.
An authorized representative of the Paying Agent/Registrar shall, before the delivery of
any Note (other than Notes that bear the signature of the Comptroller of Public Accounts of the
State of Texas, as provided in the FORM OF NOTE), date and manually sign said Note, and no
such Note shall be deemed to be issued or outstanding unless such Note is so executed. The Paying
Agent/Registrar promptly shall cancel all paid Notes surrendered for transfer and exchange. No
additional ordinances, orders, or resolutions need be passed or adopted by the Issuer or any other
body or person so as to accomplish the foregoing transfer and exchange of any Note or portion
thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of
the substitute Notes in the manner prescribed herein. Pursuant to Chapter 1201, and particularly
Subchapter D thereof, the duty of transfer and exchange of Notes as aforesaid is hereby imposed
upon the Paying Agent/Registrar, and, upon the execution of the Notes, the transferred and
exchanged Notes shall be valid and enforceable in the same manner and with the same effect as
the Notes which initially were issued and delivered pursuant to this Ordinance and approved by
the Attorney General of the State of Texas.
(b) Payment of Notes and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for the payment of the principal of and interest on the
Notes,all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of
all payments made by the Issuer and the Paying Agent/Registrar with respect to the Notes, and of
all transfers and exchanges of Notes, and all replacements of Notes,as provided in this Ordinance.
(c) In General. The Notes (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Notes to be payable only to the registered
owners thereof, (ii) may be transferred, assigned, converted, and exchanged for other Notes, (iii)
may be subject to redemption prior to their scheduled maturities, (iv)shall have the characteristics,
(v) shall be signed, sealed, executed and authenticated, (vi) shall be payable as to principal and
interest, and (vii) shall be administered and the Paying Agent/Registrar and the Issuer shall have
certain duties and responsibilities with respect to the Notes, all as provided, and in the manner and
to the effect as required or indicated, in the FORM OF NOTE. On each substitute Note issued in
conversion of and exchange for any Note issued under this Ordinance the Paying Agent/Registrar
shall execute the Paying Agent/Registrar's Authentication Certificate, in the form set forth in the
FORM OF NOTE(the "Authentication Certificate").
(d) Substitute Paying Agent/Registrar. The Issuer covenants with the registered owners
of the Notes that at all times while the Notes are outstanding the Issuer will provide a competent
and legally qualified bank, trust company, financial institution, or other agency to act as and
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perform the services of Paying Agent/Registrar for the Notes under this Ordinance, and that the
Paying Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option,
change the Paying Agent/Registrar upon not less than 30 days' written notice to the Paying
Agent/Registrar,to be effective not later than 15 days prior to the next succeeding Payment Date.
In the event that the entity at any time acting as Paying Agent/Registrar(or its successor by merger,
acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants
that promptly it will appoint a competent and legally qualified bank, trust company, financial
institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any
change in the Paying Agent/Registrar,the previous Paying Agent/Registrar promptly shall transfer
and deliver the Registration Books (or a copy thereof), along with all other pertinent books and
records relating to the Notes, to the new Paying Agent/Registrar designated and appointed by the
Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written
notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Notes,
by United States mail, first-class postage prepaid, which notice also shall give the address of the
new Paying Agent/Registrar. By accepting the position and performing as such, each Paying
Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance,and a certified
copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(e) Reportable Payments. With respect to the Notes, to the extent required by the Code
and the regulations promulgated thereunder, the Paying Agent/Registrar shall report to each
registered owner and the Internal Revenue Service(i)the amount of"reportable payments",if any,
subject to backup withholding during each year and the amount of tax withheld,if any,with respect
to payments of the Notes, and(ii)the amount of interest or amount treated as interest on the Notes
and required to be included in the gross income of a registered owner.
Section 6. FORM OF NOTES. That the form of the Notes, including the form of the
Authentication Certificate and the Form of Assignment shall be, respectively, substantially in the
form attached hereto as Exhibit B,with such variations,omissions,or insertions as are appropriate,
permitted or required by this Ordinance.
Section 7. INTEREST AND REDEMPTION FUND; TAX LEVY. That the Interest
and Redemption Fund is hereby created and established solely for the benefit of the Notes, and the
Interest and Redemption Fund shall be established and maintained by the Issuer at an official
depository bank of the Issuer for so long as the Notes or interest thereon are outstanding and
unpaid. The Interest and Redemption Fund shall be kept separate and apart from all other funds
and accounts of the Issuer, and shall be used only for paying the interest on and principal of the
Notes. Until expended for the purposes set forth in Section 1 hereof, the proceeds derived from
the sale of the Notes shall be held as further security for the timely payment of the principal and
interest on the Notes. Ad valorem taxes levied and collected for and on account of the Notes shall
be deposited, as collected, to the credit of the Interest and Redemption Fund. During each year
while any Note is outstanding and unpaid,the City Council shall compute and ascertain a rate and
amount of ad valorem tax which will be sufficient to raise and produce the money required to pay
the interest on the Notes as such interest comes due,and to provide and maintain a sinking fund of
at least two percent(2%) thereof, in any event in an amount adequate to pay the principal of such
Notes as such principal matures; and said tax shall be based on the latest approved tax rolls of the
Issuer, with full allowance being made for tax delinquencies and the cost of tax collection. The
rate and amount of ad valorem tax is hereby levied by the City Council, and is hereby ordered to
be levied, against all taxable property in the Issuer for each year while any Note is outstanding and
unpaid; and said tax shall be assessed and collected each such year and deposited to the credit of
the Interest and Redemption Fund. Ad valorem taxes sufficient to provide for the payment of the
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interest on and principal of the Notes as such interest comes due and such principal matures, are
hereby pledged from the ad valorem taxes of the Issuer for such payment, within the limit
prescribed by law. If sufficient ad valorem taxes have not been levied and collected for the purpose
of making debt service payments on Notes when due, there shall be appropriated from the City's
general fund moneys sufficient to enable the City to make such debt service payments on a
Payment Date including specifically the payment of debt service on the Notes on any Payment
Date therefor occurring in the fiscal year ending September 30, 2022. Notwithstanding the
foregoing, if the City deposits or budgets to be deposited in the Interest and Redemption Fund any
other revenues, income or resources in advance of the time when ad valorem taxes are scheduled
to be levied for any year, then the amount of taxes which otherwise would have been required to
be levied may be reduced to the extent and by the amount then on deposit or budgeted to be
deposited in the Interest and Redemption Fund.
Section 8. CHAPTER 1208, GOVERNMENT CODE, APPLIES TO THE NOTES.
That Chapter 1208 applies to the issuance of the Notes and the pledge of the taxes granted by the
Issuer under Section 7 of this Ordinance, and such pledge is therefore valid, effective, and
perfected. If Texas law is amended at any time while the Notes are outstanding and unpaid such
that the pledge of the taxes granted by the Issuer under Section 7 of this Ordinance is to be subject
to the filing requirements of Chapter 9, then in order to preserve to the registered owners of the
Notes the perfection of the security interest in said pledge, the Issuer agrees to take such measures
as it determines are reasonable and necessary under Texas law to comply with the applicable
provisions of Chapter 9 and enable a filing to perfect the security interest in said pledge to occur.
Section 9. REMEDIES OF REGISTERED OWNERS. That in addition to all rights
and remedies of any registered owners of the Notes provided by the laws of the State of Texas,the
Issuer covenants and agrees that in the event the Issuer defaults in the payment of the principal of
or interest on the Notes when due, the registered owners of the Notes shall be entitled to a writ of
mandamus issued by a court of proper jurisdiction compelling and requiring the City Council and
other officers of the Issuer to observe and perform any covenant,obligation or condition prescribed
in this Ordinance. No delay or omission by any registered owner to exercise any right or power
accruing to him upon default shall impair any such right or power, or shall be construed to be a
waiver of any such default or acquiescence therein,and every such right or power may be exercised
from time to time and as often as may be deemed expedient. The specific remedies mentioned in
this Ordinance shall be available to the registered owners of the Notes and shall be cumulative of
all other existing remedies. By accepting the delivery of a Note authorized under this Ordinance,
the registered owner thereof agrees that the certifications required to effect any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to a
personal or pecuniary liability or charge against the officers, employees or members of the City or
the City Council. None of the members of the City Council,nor any other official or officer,agent,
or employee of the City, shall be charged personally by the registered owners with any liability,
or be held personally liable to the registered owners of the Notes under any term or provision of
this Ordinance, or because of any default or alleged default under this Ordinance.
Section 10. TRANSFERS TO PAYING AGENT. That the Issuer further covenants that
on or before each Payment Date,there shall be transferred to the Paying Agent/Registrar an amount
sufficient to pay the principal and interest requirements due on the Notes as they become due and
payable.
Section 11. USE OF NOTE PROCEEDS. That the proceeds of the issuance of the Notes
shall be deposited in the manner directed in writing by the Chief Financial Officer/Director of
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Financial Management Services and used to pay contractual obligations incurred or to be incurred
in connection with the construction of public works and the purchase of materials, supplies,
equipment, machinery, buildings, lands, and rights-of-way for the Projects. The foregoing
notwithstanding,proceeds representing accrued interest, if any, on the Notes shall be deposited to
the credit of the Interest and Redemption Fund, and proceeds, if any, representing premium paid
as part of the purchase price for the Notes may be used for any purpose authorized by Section
1201.042(d), Texas Government Code.
Section 12. INVESTMENTS. (a) That the City may place proceeds of the Notes
(including investment earnings thereon) in time deposits, or invest or direct the investment of the
same, as authorized by law, including, without limitation, the Public Funds Investment Act of
1987, as amended (Chapter 2256, Texas Government Code), and the City's investment policy;
provided,however,that the Issuer hereby covenants that the proceeds of the sale of the Notes will
be expended as soon as practicable for the purposes for which the Notes are issued.
(b) Amounts received from the investment of the proceeds of the Notes remaining after
the payment of all project costs,to the extent not required to be deposited to a separate rebate fund
to the extent required by section 148 of the Code and Section 15 of this Ordinance, shall be placed
into the Interest and Redemption Fund and used for the payment of debt service on the Notes.
Section 13. SECURITY FOR FUNDS. That all deposits authorized or required by this
Ordinance shall be secured to the fullest extent required by law for the security of public funds.
Section 14. DUTIES OF OFFICERS OF THE ISSUER. (a) That the Mayor, the City
Secretary, and each Authorized Representative is hereby instructed and directed to do any and all
things necessary in reference to the maintenance of the Issuer and to make money available for the
payment of the Notes in the manner provided by law.
(b) The City Secretary is authorized to execute the certificate to which this Ordinance is
attached on behalf of the City. The Mayor, any Authorized Representative,the City Secretary and
any Assistant City Secretary are authorized to do any and all things proper and necessary to carry
out the intent of this Ordinance.
(c) The City Manager is hereby authorized to have control of the Notes and all necessary
records and proceedings pertaining to the Notes pending their delivery to the Purchaser. The City
Manager or the designee thereof is directed to submit for investigation, examination and approval
by the Attorney General of the State of Texas the Notes and the proceedings authorizing their
issuance,and to request the registration of the Notes and the proceedings authorizing their issuance
by the Comptroller of Public Accounts of the State of Texas. The City Council hereby authorizes
the payment of the fee of the Office of the Attorney General of the State of Texas for the
examination of the proceedings relating to the issuance of the Notes, in the amount determined in
accordance with the provisions of Section 1202.004, Texas Government Code.
Section 15. FEDERAL TAX COVENANTS. That the Issuer covenants to comply with
the provisions of the Code applicable to the issuance of tax-exempt obligations such as the Notes.
The Issuer's covenant to comply with the Code shall include,without limitation, compliance with
those provisions of the Code regarding the timing of expenditure of proceeds of the Notes, the
restriction on investment yields, the filing of information returns with the Internal Revenue
Service, and, if required by the Code, the rebate of excess arbitrage earnings to the United States.
Further, the Issuer certifies that based upon all facts and estimates now known or reasonably
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expected to be in existence on the date the Notes are delivered and paid for,the Issuer expects that
the proceeds of the Notes will not be used in a manner that would cause the Notes or any portion
of the Notes to be an "arbitrage bond" within the meaning of section 148 of the Code, and the
regulations prescribed thereunder. Furthermore, the Mayor and each Authorized Representative
is authorized and directed to provide certifications of facts and estimates that are material to the
reasonable expectations of the Issuer as of the date the Notes are delivered and paid for. In
particular,the Mayor and each Authorized Representative is authorized to certify for the Issuer the
facts and circumstances and reasonable expectations of the Issuer on the date the Notes are
delivered and paid for regarding the amount and use of the proceeds of the Notes. Moreover,the
Issuer covenants to make such use of the proceeds of the Notes, regulate investments of proceeds
of the Notes, take such other and further actions and follow such procedures, including, without
limitation the method of calculating yield on the Notes, as may be required so that the interest on
the Notes shall continue to be excluded from gross income for federal income tax purposes under
the Code. The Issuer further covenants that the proceeds of the Notes will not be used directly or
indirectly so as to cause all or any part of the Notes to become a"private activity bond"within the
meaning of section 141(a)of the Code. In complying with the provisions of this Section,the Issuer
shall be entitled to rely upon an opinion of Bond Counsel.
In furtherance thereof, the Issuer covenants as follows:
(a) to take any action to assure that no more than ten percent of the proceeds of
the Notes (less amounts deposited to a reserve fund, if any) are used for any "private
business use", as defined in section 141(b)(6) of the Code or, if more than ten percent of
the proceeds are so used,that amounts, whether or not received by the Issuer, with respect
to such private business use, do not, under the terms of this Ordinance or any underlying
arrangement, directly or indirectly, secure or provide for the payment of more than ten
percent of the debt service on the Notes, in contravention of section 141(b)(2)of the Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds five percent of the proceeds of the Notes (less
amounts deposited into a reserve fund, if any), then the amount in excess of five percent is
used for a "private business use" which is "related" and not"disproportionate",within the
meaning of section 141(b)(3) of the Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser
of$5,000,000, or five percent of the proceeds of the Notes (less amounts deposited into a
reserve fund, if any), is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Notes
being treated as "private activity bonds" within the meaning of section 141(b)of the Code;
(e) to refrain from taking any action that would result in the Notes being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Notes, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Notes, other than investment property acquired
with --
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(1) proceeds of the Notes invested for a reasonable temporary period
until such proceeds are needed for the purpose for which the Notes are issued,
(2) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed ten percent of the
proceeds of the Notes;
(g) to otherwise restrict the use of the proceeds of the Notes or amounts treated
as proceeds of the Notes, as may be necessary, so that the Notes do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage);
(h) to refrain from using the proceeds of the Notes or the proceeds of any prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the
Notes in contravention of section 149(d) of the Code(relating to advance refundings); and
(i) to pay to the United States of America at least once during each five-year
period (beginning on the delivery date of the Notes) an amount that is at least equal to 90
percent of the "Excess Earnings" (within the meaning of section 148(f)of the Code)and to
pay to the United States of America,not later than 60 days after the Notes have been paid
in full, 100 percent of the amount then required to be paid as a result of Excess Earnings
under section 148(f) of the Code.
The Issuer understands that the term"proceeds" includes "disposition proceeds" as defined
in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and
proceeds of the refunded bonds expended prior to the date of the issuance of the Notes. It is the
understanding of the Issuer that the covenants contained herein are intended to assure compliance
with the Code and any regulations or rulings promulgated by the U.S.Department of the Treasury
pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify,
or expand provisions of the Code, as applicable to the Notes, the Issuer will not be required to
comply with any covenant contained herein to the extent that compliance would conflict with or
contradict such modification or expansion and that compliance with such modification or
expansion, in the opinion of Bond Counsel, will not adversely affect the exemption from federal
income taxation of interest on the Notes under section 103 of the Code. In the event that
regulations or rulings are hereafter promulgated which impose additional requirements which are
applicable to the Notes,the Issuer agrees to comply with the additional requirements to the extent
necessary,in the opinion of Bond Counsel,to preserve the exemption from federal income taxation
of interest on the Notes under section 103 of the Code. In furtherance of the foregoing, each of
the Mayor, the City Manager, any Assistant City Manager, and the Chief Financial
Officer/Director of Financial Management Services of the City may execute any certificates or
other reports required by the Code and to make such elections, on behalf of the City, which may
be permitted by the Code as are consistent with the purpose for the issuance of the Notes.
In order to facilitate compliance with the above clause (i), an account maintained by the
City designated as the "Rebate Fund" may be established by the City for the sole benefit of the
United States of America, and such Rebate Fund shall not be subject to the claim of any other
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person, including without limitation the registered owners of the Notes. The Rebate Fund would
be established for the additional purpose of compliance with section 148 of the Code.
The City finds, considers, and declares that the reimbursement of expenditures for the
purposes described in Section 1 of this Ordinance incurred within 60 days of the date this
Ordinance is passed, and thereafter, will be appropriate and consistent with the lawful objectives
of the City and,as such,the City chooses to declare its intention,in accordance with the provisions
of section 1.150-2 of the Treasury Regulations, to reimburse itself for such payments at such time
as it issues public securities to finance improvements for the purposes described in the preamble
to this Ordinance; provided, that all such costs to be reimbursed will be capital expenditures, and
that any such public securities to be issued shall be issued within 18 months of the later of(i) the
date the expenditures were paid or(ii)the date on which the property, with respect to which such
expenditures were made, is placed in service; and the foregoing notwithstanding, the public
securities will not be issued on a date that is more than three years after the date any expenditure
which is to be reimbursed is paid.
Section 16. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR
ELIGIBLE PROJECTS. That the City covenants to account for on its books and records the
expenditure of proceeds from the sale of the Notes and any investment earnings thereon to be used
for the Projects by allocating proceeds to expenditures within 18 months of the later of the date
that (a) the expenditure on the Projects is made or (b) each item of each Project is acquired. The
foregoing notwithstanding, the City shall not expend such proceeds or investment earnings more
than 60 days after the later of(a)the fifth anniversary of the delivery date of the Notes or(b) the
date the Notes are retired,unless the City obtains an opinion of Bond Counsel substantially to the
effect that such expenditure will not adversely affect the tax-exempt status of the Notes. For
purposes of this Section, the City shall not be obligated to comply with this covenant if it obtains
an opinion of Bond Counsel to the effect that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
Section 17. DISPOSITION OF ELIGIBLE PROJECTS. That the City covenants that
any item of the Projects will not be sold or otherwise disposed in a transaction resulting in the
receipt by the City of cash or other compensation, unless the City obtains an opinion of Bond
Counsel substantially to the effect that such sale or other disposition will not adversely affect the
tax-exempt status of the Notes. For purposes of this Section,the portion of the property comprising
personal property and disposed of in the ordinary course of business shall not be treated as a
transaction resulting in the receipt of cash or other compensation. For purposes of this Section,
the City shall not be obligated to comply with this covenant if it obtains an opinion of Bond
Counsel to the effect that such failure to comply will not adversely affect the excludability for
federal income tax purposes from gross income of the interest.
Section 18. WRITTEN PROCEDURES. That until superseded by another action of the
City, the written procedures to ensure compliance with the covenants contained herein regarding
private business use,remedial actions,arbitrage and rebate approved by the City on September 22,
2020, apply to the issuance of the Notes, and are incorporated by reference into this Ordinance.
Section 19. CONTINUING DISCLOSURE UNDERTAKING. That in reliance on the
exemption to the provisions of the Rule, the City is not undertaking a continuing disclosure
obligation under the Rule. For so long as the Notes are outstanding, the City agrees to deliver to
the Purchaser its annual audited financial statements, including operating statistics, within 270
days of the Issuer's fiscal year end, or, if the audit has not been completed, a copy of the Issuer's
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unaudited financial statements within such time period with the annual audited financial statements
provided within 30 days of their availability. The Issuer shall also provide the Purchaser with such
other financial reports as the Purchaser may reasonably request.
Section 20. DEFEASANCE. (a) Deemed Paid. That the principal of and/or interest on
any Note shall be deemed to be paid, retired and no longer outstanding within the meaning of this
Ordinance, except to the extent provided by subsection (d) of this Section, when payment of the
principal of such Note,plus interest thereon to the due date thereof (whether such due date be by
reason of maturity or otherwise)either(i)shall have been made or caused to be made in accordance
with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with, or
making available to, a paying agent (or escrow agent) therefor, in trust and irrevocably set aside
exclusively for such payment, (1) money sufficient to make such payment, (2) Defeasance
Obligations, certified by an independent public accounting firm of national reputation, to mature
as to principal and interest in such amounts and at such times as will insure the availability,without
reinvestment, of sufficient money to make such payment, or (3) any combination of(1) and (2)
above, and when proper arrangements have been made by the City with each such paying agent
for the payment of its services until after all of the Notes so defeased shall have become due and
payable. At such time as a Note shall be deemed to be paid hereunder, as aforesaid, it shall no
longer be secured by or entitled to the benefit of this Ordinance or a lien on and pledge of the
security granted in support of the payment of the Notes, and shall be entitled to payment solely
from such money or Defeasance Obligations, and shall not be regarded as outstanding for any
purposes other than payment,transfer, and exchange.
(b)Investments. Any escrow agreement or other instrument entered into by the City and
a paying agent pursuant to which the money and/or Defeasance Obligations are being held by such
paying agent for the payment of such Notes may contain provisions permitting the investment or
reinvestment of such moneys in Defeasance Obligations or the substitution of other Defeasance
Obligations upon the satisfaction of the requirements specified in subsection (a)(i) or (ii). All
income from all Defeasance Obligations in the hands of the paying agent pursuant to this Section
which is not required for the payment of the Notes and interest thereon,with respect to which such
money has been so deposited, shall be remitted to the City, or deposited as directed in writing by
the City,and upon receipt of an opinion of Bond Counsel that such transfer is permitted under state
law.
(c)Federal Income Tax Consideration. The City covenants that no deposit will be made
or accepted under subsection (a)(ii) of this Section and no use made of any such deposit which
would cause such Notes to be treated as arbitrage bonds within the meaning of section 148 of the
Code.
(d) Continuing Duty of Paying Agent/Registrar. Until all Notes defeased under this
Section of this Ordinance shall become due and payable, the Paying Agent/Registrar for such
Notes shall perform the services of Paying Agent/Registrar for such Notes the same as if they had
not been defeased, and the City shall make proper arrangements to provide and pay for such
services.
Section 21. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
NOTES. (a) Replacement Notes. That in the event any outstanding Note is damaged,mutilated,
lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and
delivered, a new Note of the same principal amount, maturity, and interest rate, as the damaged,
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mutilated, lost, stolen, or destroyed Note, in replacement for such Note in the manner hereinafter
provided.
(b) Application for Replacement Notes. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Notes shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss,theft, or destruction of a Note,the registered owner
applying for a replacement Note shall furnish to the Issuer and to the Paying Agent/Registrar such
security or indemnity as may be reasonably required by them to save each of them harmless from
any loss or damage with respect thereto. Also, in every case of loss,theft, or destruction of a Note,
the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft, or destruction of such Note, as the case may be. In every case of
damage or mutilation of a Note,the registered owner shall surrender to the Paying Agent/Registrar
for cancellation the Note so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section 21,
in the event any such Note shall have matured, and no default has occurred which is then
continuing in the payment of the principal of or interest on such Note,the Issuer may authorize the
payment of the same(without surrender thereof except in the case of a damaged or mutilated Note)
instead of issuing a replacement Note, provided security or indemnity satisfactory to the City and
the Paying Agent/Registrar is furnished.
(d) Charge for Issuing Replacement Notes. Prior to the issuance of any replacement
Note, the Paying Agent/Registrar shall charge the registered owner of such Note with all legal,
printing, and other expenses in connection therewith. Every replacement Note issued pursuant to
the provisions of this Section 21 by virtue of the fact that any Note is lost, stolen, or destroyed
shall constitute a Note of the Issuer whether the lost, stolen, or destroyed Note shall be found at
any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance
equally and proportionately with any and all other Notes duly issued under this Ordinance.
(e) Authority for Issuing Replacement Notes. In accordance with Subchapter D of
Chapter 1201, this Section 21 of this Ordinance shall constitute authority for the issuance of any
such replacement Note without necessity of further action by the Issuer or any other body or
person, and the duty of the replacement of such Notes is hereby authorized and imposed upon the
Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such
replacement Notes in the form and manner and with the effect, as provided in Section 5(a)of this
Ordinance for Notes issued in conversion and exchange of other Notes.
Section 22. DTC REGISTRATION. That the previous execution and delivery of the
DTC Blanket Letter of Representations with respect to obligations of the Issuer is hereby ratified
and confirmed but shall not apply to the Notes.
Section 23. EVENTS OF DEFAULT. (a) Events of Default Defined. That each of the
following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event
of Default:
(i) the failure to make payment of the principal of or interest on any of the Notes
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
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of the registered owners of the Notes, including,but not limited to,their prospect or ability
to be repaid in accordance with this Ordinance, and the continuation thereof for a period of
60 days after notice of such default is given by any registered owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
registered owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the registered owners under this Ordinance,by mandamus or other suit,action
or special proceeding in equity or at law, in any court of competent jurisdiction, for any
relief permitted by law as permitted by this Ordinance, including the specific performance
of any covenant or agreement contained herein, or thereby to enjoin any act or thing that
may be unlawful or in violation of any right of the registered owners hereunder or any
combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for
the equal benefit of all registered owners of Notes then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or under the Notes or now or
hereafter existing at law or in equity;provided, however, that notwithstanding any other
provision of this Ordinance, the right to accelerate the debt evidenced by the Notes shall
not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed
a waiver of any other available remedy.
(iii) By accepting the delivery of a Note authorized under this Ordinance, such
registered owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to
a personal or pecuniary liability or charge against the officers, employees or members of
the City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the registered owners with
any liability, or be held personally liable to the registered owners under any term or
provision of this Ordinance,or because of any Event of Default or alleged Event of Default
under this Ordinance.
(d) Waivers by Purchaser of the Notes. Notwithstanding anything in this Ordinance to
the contrary, for so long as the Purchaser is the owner of 100% of the outstanding aggregate
principal amount of the Notes,no consent or waiver, express or implied,by the Purchaser to or of
any breach or default by the City in the performance of any obligation under this Ordinance shall
constitute a consent or wavier by the Purchaser to or of any other breach or default in the
performance of the same or any other obligation by the City.
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Section 24. AMENDMENTS. (a) Amendments Approved by Majority of
Noteholders. That the holders of the Notes aggregating in principal amount a majority of the
aggregate principal amount of then outstanding Notes shall have the right from time to time to
approve any amendment to this Ordinance which may be deemed necessary or desirable by the
City; provided, however, that without the consent of the holders of all of the Notes at the time
outstanding,nothing herein contained shall permit or be construed to permit the amendment of the
terms and conditions in this Ordinance or in the Notes so as to:
(1) Make any change in the maturity of the outstanding Notes;
(2) Reduce the rate of interest borne by any of the outstanding Notes;
(3) Reduce the amount of the principal payable on the outstanding Notes;
(4) Modify the terms of payment of principal of or interest on the outstanding Notes or
impose any conditions with respect to such payment;
(5) Affect the rights of the holders of less than all of the Notes then outstanding; or
(6) Change the minimum percentage of the principal amount of Notes necessary for
consent to such amendment.
(b) Publication of Notice. That if at any time the City shall desire to amend the
Ordinance under this Section, the City shall cause notice of the proposed amendment to be
published in a financial newspaper or journal published in The City of New York,New York, once
during each calendar week for at least two successive calendar weeks;provided, however,that the
publication of such notice shall not constitute a condition precedent to the adoption of such
amendatory ordinance and the failure to publish such notice shall not adversely affect the
implementation of such amendment as adopted pursuant to such amendatory ordinance. Such
notice shall briefly set forth the nature of the proposed amendment and shall state that a copy
thereof is on file at the principal office of the Paying Agent/Registrar for inspection by all holders
of Notes. Such publication is not required,however, if notice in writing is given to each holder of
Notes.
(c) Consent to Amendment. That whenever at any time not less than thirty days, and
within one year, from the date of the first publication of said notice or other service of written
notice the City shall receive an instrument or instruments executed by the holders of at least a
majority in aggregate principal amount of all Notes then outstanding, which instrument or
instruments shall refer to the proposed amendment described in said notice and which specifically
consent to and approve such amendment in substantially the form of the copy thereof on file with
the Paying Agent/Registrar, the City Council may pass the amendatory ordinance in substantially
the same form.
(d) Passage of Amendatory Ordinance. That upon the passage of any amendatory
ordinance pursuant to the provisions of this Section,this Ordinance shall be deemed to be amended
in accordance with such amendatory ordinance, and the respective rights, duties and obligations
under this Ordinance of the City and all the holders of then outstanding Notes shall thereafter be
determined, exercised and enforced hereunder, subject in all respects to such amendments.
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(e) Consent Irrevocable. That any consent given by the holder of a Note pursuant to
the provisions of this Section shall be irrevocable for a period of six months from the date of the
first publication of the notice provided for in this Section and shall be conclusive and binding upon
all future holders of the same Note during such period. Such consent may be revoked at any time
after six months from the date of the first publication of such notice by the holder who gave such
consent, or by a successor in title,by filing notice thereof with the Paying Agent/Registrar therefor
and the City, but such revocation shall not be effective if the holders of a majority in aggregate
principal amount of the then outstanding Notes as in this Section defined have, prior to the
attempted revocation, consented to and approved the amendment.
(f) Determination of Ownership of Notes. For the purposes of this Section, the
ownership and other matters relating to all Notes registered as to ownership shall be determined
from the registration books kept by the Paying Agent/Registrar therefor. The Paying
Agent/Registrar may conclusively assume that such ownership continues until written notice to
the contrary is served upon the Paying Agent/Registrar.
Section 25. PROPERTY APPRAISALS. That the City has satisfied or will satisfy the
appraisal requirements of Section 252.051, Texas Local Government Code, in the acquisition of
real property(including rights-of-way) with proceeds of the Notes.
Section 26. MISCELLANEOUS PROVISIONS. (a) Preamble. That the preamble to
this Ordinance shall be considered an integral part of this Ordinance and is herein incorporated as
part of the body of this Ordinance for all purposes.
(b) Immediate Effect. This Ordinance shall be effective immediately from and after its
passage in accordance with the provisions of Section 1201.028, Texas Government Code.
(c) Open Meeting. It is hereby officially found and determined that the meeting at which
this Ordinance was passed was open to the public, and public notice of the time,place and purpose
of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended.
(d) Rules of Construction. The words "herein", "hereof' and "hereunder" and other
words of similar import refer to this Ordinance as a whole and not to any particular Section or
other subdivision. Except where the context otherwise requires, terms defined in this Ordinance
to impart the singular number shall be considered to include the plural number and vice versa.
References to any named person shall mean that party and its successors and assigns. References
to an officer or designated position(e.g., City Manager)include any person acting in the capacity
of such officer or designated position, whether on an acting, interim or permanent basis.
References to any constitutional,statutory or regulatory provision mean such provision as it exists
on the date this Ordinance is adopted by the City and any future amendments thereto or successor
provisions thereof. Any reference to the FORM OF NOTE shall refer to the form attached to this
Ordinance as Exhibit B. The titles and headings of the Sections and subsections of this Ordinance
have been inserted for convenience of reference only and are not to be considered a part hereof
and shall not in any way modify or restrict any of the terms or provisions hereof.
[Execution Page Follows]
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(e) Inconsistent Provisions. All orders and resolutions, or parts thereof, which are in
conflict or inconsistent with any provision of this Ordinance are hereby repealed and declared to
be inapplicable, and the provisions of this Ordinance shall be and remain controlling as to the
matters prescribed herein.
ADOPTED AND EFFECTIVE March 8, 2022.
4 ') 1�r, it
Mayor
City of Fort Worth, Texas
ity Secretary
1, ity of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY: (SEAL)
Agl
Int im City ttorneyO
ity of Fort orth,Texas
AS
Signature Page—Series 2022 Tax Note Ordinance
15
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
I, Jannette S. Goodall, 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 March
8, 2022 and of the ordinance authorizing the issuance of City of Fort Worth, Texas Tax Notes,
Series 2022, which was duly passed at said meeting, and that said copy is a true and correct copy
of said excerpt and the whole of said ordinance. Said meeting was open to the public, and public
notice of the time, place, and purpose of said meeting was given, all as required by Chapter 551,
Texas Government Code, as amended.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said City
of Fort Worth, this 1Q}Y`day of March 2022.
Secretary of the
° � i of Fort Worth, Texas
(SEAL)
�XA�
SCHEDULE I
DESCRIPTION OF PROJECTS
Description Cost $
City Hall Improvements 59,759,000
Firefighting Equipment 12,250,000
Costs of issuance 176,000
Schedule I
EXHIBIT A
"Authentication Certificate" shall mean the certificate so designated in Section 5(c) of this
Ordinance.
"Authorized Denomination" shall mean a denomination of$100,000 or any$5,000 integral
multiple thereof.
"Authorized Representative" shall mean one or more of the following officers or employees
of the City,acting in concert or individually,to-wit:the City Manager,any Assistant City Manager,
the Chief Financial Officer/Director of Financial Management Services of the City, or such other
officer or employee of the City designated in writing by the City Council to act as an Authorized
Representative. By adoption of this Ordinance, the Chief Financial Officer/Director of Financial
Management Services of the City, as an Authorized Representative,is designated a special Acting
Assistant City Manager for the limited purposes of executing certificates, agreements, notices,
instruction letters, requisitions, and other documents on behalf of the City in accordance with this
Ordinance.
'Bond Counsel'shall mean McCall,Parkhurst&Horton L.L.P. and Kelly Hart&Hallman
LLP, or such other attorney or firm of attorneys who are nationally recognized as having expertise
in the practice of tax-exempt municipal finance law as approved by the City.
"Business Day" means a day other than a Saturday, Sunday, a legal holiday, or a day on
which banking institutions are authorized by law or executive order to close in the City or the city
where the Designated Trust Office of the Paying Agent/Registrar is located.
"Chapter 9" shall mean Chapter 9, Texas Business & Commerce Code.
"Chapter 1201" shall mean Chapter 1201, Texas Government Code.
"Chapter 1208" shall mean Chapter 1208, Texas Government Code.
"Chapter 1431" shall mean Chapter 1431, Texas Government Code.
"City" or "Issuer" shall mean the City of Fort Worth, Texas.
"City Council" shall mean the City Council of the Issuer, its governing body.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Defeasance Obligations"shall mean(i)direct,noncallable obligations of the United States
of America, including obligations that are unconditionally guaranteed by the United States of
America and (ii) noncallable obligations of an agency or instrumentality of the United States of
America, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date the City adopts or approves proceedings authorizing the
issuance of refunding bonds or, if such defeasance is not in connection with the issuance of
refunding bonds,on the date the City provides for the funding of an escrow to effect the defeasance
of the Notes, are rated as to investment quality by a nationally recognized investment rating firm
not less than AAA or its equivalent.
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"Designated Trust Office" shall mean, on the date the Notes are delivered to the Purchaser,
the Waterbury, Connecticut corporate trust office of Webster Bank,National Association.
"Fiscal Year" shall mean the twelve-month period ending September 30, or any
consecutive twelve-month period declared by the City to be its fiscal year.
"Initial Note" shall have the meaning given said term in Section 2 of this Ordinance.
"Interest and Redemption Fund" shall mean the "City of Fort Worth, Texas Tax Notes,
Series 2022 Interest and Redemption Fund" established by this Ordinance.
"Notes" shall mean the "City of Fort Worth, Texas, Tax Notes, Series 2022", issued in
accordance with this Ordinance. The term "Notes" shall mean and include the Notes initially
issued and delivered pursuant to this Ordinance and all substitute Notes exchanged therefor, as
well as all other substitute Notes and replacement Notes issued pursuant to this Ordinance, and the
term "Note" shall mean any of the Notes.
"Ordinance" shall mean this ordinance authorizing the issuance of the Notes.
"Paying Agent/Registrar" shall mean Webster Bank,National Association, or its successor
as designated in accordance with Section 5 of this Ordinance.
"Payment Date" shall mean each date interest or principal on the Notes shall be due and
payable.
"Projects" shall have the meaning given said term in Section 1 of this Ordinance.
"Purchase Agreement" shall mean the Purchase Agreement between the City and the
Purchaser, dated March 8,2022.
"Purchaser" shall mean Webster Bank,National Association.
"Registration Books" shall mean the books or records for the registration of the transfer
and exchange of the Notes.
"Rule" shall mean SEC Rule 15c2-12, as amended from time to time.
"SEC" shall mean the United States Securities and Exchange Commission.
"State" shall mean the State of Texas.
"Treasury Regulations"shall mean all applicable temporary,proposed and final regulations
and procedures promulgated under the Code or promulgated under the Internal Revenue Code of
1954,to the extent applicable to the Code.
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EXHIBIT B
FORM OF NOTE
NO. T- PRINCIPAL AMOUNT
$72,185,000
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF FORT WORTH, TEXAS
TAX NOTE, SERIES 2022
Registered Owner:
Principal Amount: Seventy-Two Million One Hundred Eighty-Five Thousand Dollars
Delivery Date: March 29, 2022
THE CITY OF FORT WORTH, TEXAS (the "Issuer") promises to pay to the Registered
Owner named above, or the registered assigns thereof, the Principal Amount hereinabove stated
on March 1 in each of the years and in principal installments in accordance with the following
schedule:
Years Principal Installments ($) Interest Rate (%)
2023 9,785,000 1.73
2024 9,955,000 1.73
2025 10,130,000 1.73
2026 10,305,000 1.73
2027 10,485,000 1.73
2028 10,670,000 1.73
2029* 10,855,000 1.73
*Final maturity
and to pay interest thereon, at the interest rate or rates specified above, from the delivery date
specified above, on September 1, 2022, and semiannually on each March 1 and September 1
thereafter to the maturity date specified above, or to the date of redemption prior to maturity, at
the interest rate per annum specified above. Interest shall be calculated on the basis of a 360-day
year consisting of twelve 30-day months.
THE PRINCIPAL OF AND INTEREST ON this Note are payable in lawful money of the
United States of America,without exchange or collection charges. The principal of this Note shall
be paid to the registered owner hereof upon presentation and surrender of this Note at maturity at
the designated corporate trust office in Waterbury, Connecticut(the"Designated Trust Office") of
Webster Bank, National Association, which is the "Paying Agent/Registrar" for this Note. The
payment of interest on this Note shall be made by the Paying Agent/Registrar to the registered
owner hereof on each interest payment date by wire transfer, dated as of such interest payment
date,drawn by the Paying Agent/Registrar on,and payable solely from,funds of the Issuer required
by the Ordinance authorizing the issuance of this Note(the "Ordinance")to be on deposit with the
Paying Agent/Registrar for such purpose as hereinafter provided; and wire transfer shall be made
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by the Paying Agent/Registrar on each such interest payment date, to the registered owner hereof,
at its address as it appeared on the fifteenth day of the month next preceding each such date (the
"Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter
described. Any accrued interest due at maturity of this Note shall be paid to the registered owner
upon presentation and surrender of this Note for payment at the Designated Trust Office of the
Paying Agent/Registrar.
IN THE EVENT of a non-payment of interest on a scheduled payment date, and for 30
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received from the Issuer. Notice of the Special Record Date and of the scheduled payment
date of the past due interest ("Special Payment Date", which shall be 15 days after the Special
Record Date) shall be sent at least five business days prior to the Special Record Date by United
States mail, first class postage prepaid, to the address of each registered owner appearing on the
registration books of the Paying Agent/Registrar at the close of business on the last business day
next preceding the date of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Note shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City or the city
where the Designated Trust Office of the Paying Agent/Registrar is located are authorized by law
or executive order to close,then the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized
to close; and payment on such date shall have the same force and effect as if made on the original
date payment was due.
THE ISSUER COVENANTS with the registered owner of this Note that on or before the
principal and interest payment date for this Note it will make available to the Paying
Agent/Registrar, from the "Interest and Redemption Fund" created by the Ordinance,the amounts
required to provide for the payment, in immediately available funds, of all principal of and interest
on the Notes,when due.
THIS NOTE was authorized by the Ordinance to be issued in the aggregate principal
amount of $72,185,000. This Note is authorized pursuant to Chapter 1431, Texas Government
Code ("Chapter 1431"), is dated the Delivery Date specified above, and is issued for the purpose
of PAYING CONTRACTUAL OBLIGATIONS INCURRED OR TO BE INCURRED FOR THE
CONSTRUCTION OF PUBLIC WORKS AND THE PURCHASE OF MATERIALS,
SUPPLIES, EQUIPMENT, MACHINERY, BUILDINGS, LANDS, AND RIGHTS-OF-WAY
FOR THE ISSUER'S AUTHORIZED NEEDS AND PURPOSE, as more fully described in the
Ordinance,and to pay costs of issuance. This Note is issued pursuant to the Ordinance passed and
adopted by the City Council of the Issuer and duly recorded in the minutes of said City Council,
as authorized by the Constitution and laws of the State of Texas, including Chapter 1431.
THIS NOTE is subject to redemption at the option of the Issuer prior to its scheduled
maturities, in whole, or in part, on any date, at the redemption price of the principal amount of the
Notes called for redemption, and without premium.
NOTICE OF any such redemption of Notes shall be given in the following manner,to-wit,
a written notice of such redemption shall be given to the registered owner of each Note or a portion
thereof being called for redemption not less than 30 days prior to the date fixed for such redemption
by depositing such notice in the United States mail, first-class postage prepaid, addressed to each
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such registered owner at his address shown on the Registration Books of the Paying
Agent/Registrar. Any notice so mailed shall be conclusively presumed to have been duly given
notwithstanding whether one or more registered owners may have failed to have received such
notice. By the date fixed for any such redemption due provision shall be made by the Issuer with
the Paying Agent/Registrar for the payment of the required redemption price for this Note or the
portion hereof which is to be so redeemed. If such notice of redemption is given, and if due
provision for such payment is made, all as provided above, this Note or the portion hereof which
is to be so redeemed,thereby automatically shall be redeemed prior to its scheduled maturity, and
shall not be regarded as being Outstanding except for the right of the registered owner to receive
the redemption price from the Paying Agent/Registrar out of the funds provided for such payment.
The Paying Agent/Registrar shall record in the Registration Books all such redemptions of
principal amount of this Note or any portion hereof. If a portion of this Note shall be redeemed, a
substitute Note or Notes having the same maturity date, bearing interest at the same rate, in any
denomination or denominations in any Authorized Denomination(as defined in the Ordinance) at
the written request of the registered owner, and in an aggregate principal amount equal to the
unredeemed portion thereof,will be issued to the registered owner upon the surrender thereof for
cancellation, at the expense of the Issuer, all as provided in the Ordinance. The years of maturity
of the Note called for such redemption shall be selected by the Issuer. This Note or portions thereof
redeemed within a maturity shall be selected by lot or other customary random method selected
by the Paying Agent/Registrar (provided that a portion of this Note may be redeemed only in an
Authorized Denomination).
THE FOREGOING PARAGRAPH NOTWITHSTANDING, with respect to any optional
redemption of this Note, unless certain prerequisites to such optional redemption required by the
Ordinance have been met and money sufficient to. pay the principal of, premium, if any, and
interest on this Note to be redeemed will have been received by the Paying Agent/Registrar prior
to giving such notice, such notice may state that the optional redemption will, at the option of the
City, be conditional upon the satisfaction of such prerequisites and receipt of such money by the
Paying Agent/Registrar on or prior to the date fixed for such redemption or upon any prerequisite
set forth in the notice of redemption. If a conditional notice of redemption is given and such
prerequisites to the redemption are not satisfied, such notice will be of no force and effect,the City
will not redeem this Note and the Paying Agent/Registrar will give notice in the manner in which
the notice of redemption was given,to the effect that this Note will not be redeemed.
ALL NOTES OF THIS SERIES are issuable solely as fully registered Notes, without
interest coupons, in the denomination of any Authorized Denomination. As provided in the
Ordinance,this Note may,at the request of the registered owner or the assignee or assignees hereof,
be assigned, transferred, converted into and exchanged for a like aggregate principal amount of
fully registered Notes, without interest coupons, payable to the appropriate registered owner,
assignee or assignees, as the case may be,having the same denomination or denominations in any
Authorized Denomination as requested in writing by the appropriate registered owner, assignee or
assignees, as the case may be, upon surrender of this Note to the Paying Agent/Registrar for
cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among
other requirements for such assignment and transfer,this Note must be presented and surrendered
to the Paying Agent/Registrar, together with the proper instruments of assignment, in form and
with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of
this Note or any portion or portions hereof in any Authorized Denomination to the assignee or
assignees in whose name or names this Note or any such portion or portions hereof is or are to be
registered. The Form of Assignment printed or endorsed on this Note may be executed by the
registered owner to evidence the assignment hereof, but such method is not exclusive, and other
B-3
instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the
assignment of this Note or any portion or portions hereof from time to time by the registered owner.
In the case of the assignment, transfer, conversion or exchange of a Note or Notes or any portion
or portions thereof, the reasonable standard or customary fees and charges of the Paying
Agent/Registrar will be paid by the Issuer. In any circumstance,any taxes or governmental charges
required to be paid with respect thereto shall be paid by the one requesting such assignment,
transfer, conversion or exchange, as a condition precedent to the exercise of such privilege.
IN THE EVENT any Paying Agent/Registrar for the Notes is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it
promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the registered owners of the Notes.
IT IS HEREBY CERTIFIED AND REPRESENTED that this Note has been duly and
validly authorized, issued and delivered; that all acts, conditions and things required or proper to
be performed, exist and be done precedent to or in the authorization, issuance and delivery of this
Note have been performed,existed and been done in accordance with law;that this Note constitutes
an obligation of said Issuer; and that annual ad valorem taxes sufficient to provide for the payment
of the interest on and principal of this Note,as such interest comes due and such principal matures,
have been and will be levied and ordered to be levied against all taxable property in said Issuer,
and have been pledged from the Issuer's annual ad valorem tax for such payment, within the limits
prescribed by law. Reference is made to the Ordinance for a more complete description of the
Issuer's obligation to provide for the payment of the principal of and interest on the Notes. By
acceptance of this Note,the registered owner expressly assents to all provisions of the Ordinance.
THE INITIAL PURCHASER OF THIS NOTE is purchasing the Note as a vehicle for
making a commercial loan for its own account with the present intent to hold the Note to maturity
or earlier redemption, and without any present intent to distribute or sell any interest therein or
portion, provided, however, the initial Purchaser reserves the right, without the consent of(but
with notice to)the Issuer, to assign, transfer or convey this Note or any interest therein or portion
thereof, but no such assignment, transfer or conveyance shall be effective as against the Issuer,
unless and until the initial Purchaser has delivered to the Issuer written notice thereof that discloses
the name and address of the assignee and such assignment, transfer or conveyance shall be made
only to (i) an affiliate of the registered owner of the Note or (ii) banks, insurance companies or
other financial institutions or their affiliates. Nothing in the Note shall limit the right of the
Purchaser or its assignees to sell or assign participation interests in the Note to one or more entities
listed in clauses (i) or(ii).
B-4
IN WITNESS WHEREOF, the Issuer has caused this Note to be signed with the manual
or facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile
signature of the City Secretary, and approved as to form and legality by the manual or facsimile
signature of the Interim City Attorney, and has caused the official seal of the Issuer to be duly
impressed, or placed in facsimile, on this Note.
City Secretary Mayor
City of Fort Worth, Texas City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
Interim City Attorney
City of Fort Worth, Texas
(SEAL)
B-5
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address, including zip code of Transferee)
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to register the transfer of the within Note on the books kept for registration thereof, with
full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by NOTICE: The signature above must
a member firm of the New York Stock correspond with the name of the Registered
Exchange or a commercial bank or trust Owner as it appears upon the front of this
company. Note in every particular, without alteration or
enlargement or any change whatsoever.
B-6
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Note has been issued under the provisions of the Ordinance
described in the text of this Note; that this Note has been duly authenticated; and that this Note has
been issued in exchange for or replacement of a note, notes, or a portion of a note or notes of an
issue,the proceedings pursuant to which such issue was authorized were approved by the Attorney
General of the State of Texas.
Dated:
WEBSTER BANK, NATIONAL ASSOCIATION,
Paying Agent/Registrar
By
Authorized Representative
FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE:
(only to accompany the Initial Note)
OFFICE OF COMPTROLLER
REGISTER NO.
STATE OF TEXAS
I thereby certify that this Note has been examined, certified as to validity, and approved by
the Attorney General of the State of Texas and that this Note has been registered by the
Comptroller of Public Accounts of the State of Texas.
WITNESS MY HAND and seal of office at Austin, Texas
Comptroller of Public Accounts of the
State of Texas
(SEAL)
B-7
March_, 2022
City of Fort Worth,Texas
200 Texas Street
Fort Worth,Texas 76102
Re: $72,185,000 City of Fort Worth,Texas Tax Notes, Series 2022
Ladies and Gentlemen:
Webster Bank, National Association, and its successors or assigns as restricted herein
(collectively,the "Purchaser"), hereby offers to purchase from the City of Fort Worth,Texas(the "City"
or the "Issuer")the captioned Notes(the "Notes"), and,upon acceptance of this offer by the Issuer, such
offer will become a binding agreement between the Purchaser and the Issuer. This offer must be
accepted by 11:59 p.m., Central time, March 8, 2022, and if not so accepted will be subject to
withdrawal. Capitalized terms not otherwise defined herein shall have the meanings assigned such
terms in the Ordinance(defined below).
1. Purchase Price: The purchase price for the Notes will be at par.
2. Terms of Note: The Notes shall be sold for cash,will be approved by the Attorney General of the
State of Texas, and will be initially delivered in the form of one fully-registered Note
representing the full maturity amount of the Note of$72,185,000, payable in annual installments
on March I in each of the years 2023 through 2029, in the amounts set forth in the Ordinance.
The Notes shall bear interest from the date of initial delivery of the Notes to the Purchaser at the
interest rate of 1.73% per annum, with interest on the Notes payable on September 1, 2022, and
on each March 1 and September 1 thereafter until maturity or prior prepayment.
The unpaid principal of the Notes shall be subject to prepayment at the option of the Issuer, in
whole or in part, on any date, at a prepayment price equal to the principal to be prepaid plus
accrued interest to the date of prepayment, upon the Issuer providing to the Purchaser thirty (30)
days prior written notice of the prepayment, specifying the date of prepayment. The Notes shall
have such other terms and conditions as are set forth in the ordinance authorizing the issuance of
the Notes adopted by the City Council of the Issuer on March 8, 2022 (the "Ordinance"). The
Purchaser acknowledges receipt prior to the date hereof of a draft of the Ordinance. The Notes
shall be secured by and payable from ad valorem taxes of the Issuer, in the manner described in
the Ordinance.
3. Closing: At the Closing (defined below) the Issuer shall deliver, and the Purchaser shall
purchase, the Notes. Upon payment of the purchase price therefor, the Issuer shall deliver the
Notes to the Purchaser. Payment of the purchase price and delivery of the Notes shall occur at
10:00 a.m. Central time, on March 29, 2022, or at such other time as shall be mutually agreed
upon by the Issuer and the Purchaser(hereinafter referred to as the "Closing"). The Closing shall
take place at the offices of McCall, Parkhurst & Horton L.L.P., Dallas, Texas, or such other
location as may be mutually agreed upon by the Issuer and the Purchaser.
4. Paying_A ent/Registrar: The Notes will be fully registered as to principal and interest, and the
Purchaser shall serve as the initial paying agent and registrar for the Notes.
5. Conditions to Closing: The Purchaser shall not have any obligation to consummate the purchase
of the Notes, unless the following requirements have been satisfied prior to Closing:
(a) The Issuer shall have adopted the Ordinance.
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(b) The Purchaser shall have received a certified copy of the Ordinance.
(c) The Purchaser shall have received a certificate executed by an authorized officer of the
Issuer that no litigation of any nature has been filed or, to the best of his or her
knowledge, threatened, pertaining to, affecting or contesting: (1) the issuance, delivery,
payment, security or validity of the Notes; (2) the ability of the Issuer or the authority of
the officers of the Issuer to issue, execute and deliver the Notes; or(3) the boundaries of
the Issuer.
(d) The Notes shall have been approved by the Attorney General of the State of Texas and
shall have been registered by the Comptroller of Public Accounts of the State of Texas.
(e) McCall, Parkhurst & Horton L.L.P. and Kelly Hart & Hallman LLP, Co-Bond Counsel,
shall have issued their approving legal opinion as to the due authorization, issuance and
delivery of the Notes and as to the exemption of the interest thereon from federal income
taxation.
(f) The Issuer shall have executed a Federal Tax Certificate and IRS Form 8038-G with
respect to the Notes.
(g) Nothing shall have occurred prior to the Closing which in the reasonable judgment of the
Purchaser has had or could reasonably be expected to have a materially adverse effect on
the Issuer's business,property or financial condition.
The Issuer shall not have any obligation to consummate the sale of the Notes unless the Purchaser
shall provide to the Issuer, its Co-Financial Advisor and Co-Bond Counsel within five (5)
Business Days of the Closing an executed Issue Price Certificate in the form provided by Bond
Counsel.
6. Nature of Purchase: The Purchaser acknowledges that no official statement or other disclosure or
offering document has been prepared in connection with the issuance and sale of the Notes. The
Purchaser is a Qualified Institutional Buyer (as defined in Rule 144A under the Securities Act of
1933, as amended), accustomed to purchasing tax-exempt obligations such as the Notes. McCall,
Parkhurst & Horton L.L.P. and Kelly Hart & Hallman LLP, Co-Bond Counsel, have not
undertaken steps to ascertain the accuracy or completeness of information furnished to the
Purchaser with respect to the Issuer or the Notes, and the Purchaser has not looked to Co-Bond
Counsel for, nor has Co-Bond Counsel made, any representations to the Purchaser with respect to
that information. The Purchaser has satisfied itself that it may lawfully purchase the Notes. The
Notes (i) are not being registered under the Securities Act of 1933 and are not being registered or
otherwise qualified for sale under the "Blue Sky" laws and regulations of any state; (ii)will not be
listed on any stock or other securities exchange; and (iii) will not carry any rating from any rating
service. The Purchaser is familiar with the financial condition and affairs of the Issuer, particularly
with respect to its ability to pay obligations supported by the ad valorem taxes of the Issuer, such
as the Notes. The Purchaser has had the opportunity to obtain information from the Issuer
regarding the financial condition of the Issuer and has received from the Issuer all information that
it has requested in order for it to assess and evaluate the security and source of payment for the
Notes. The Purchaser is purchasing the Notes for its own account or for that of an affiliate as
evidence of a loan to the Issuer and has no intention to make a public distribution or sale of the
Notes. In no event will the Purchaser sell the Notes, other than through loan participations to a
purchaser which is a Qualified Institutional Buyer (as defined in Rule 144A under the Securities
Act of 1933, as amended).
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7. Financial Information: In consideration of the purchase of the Notes by the Purchaser, while the
Notes are outstanding, the Issuer shall deliver to the Purchaser its annual audited financial
statements, including operating statistics, within 270 days of the Issuer's fiscal year end, or, if the
audit has not been completed, a copy of the Issuer's unaudited financial statements within such
time period with the annual audited financial statements provided within 30 days of their
availability. The Issuer shall also provide the Purchaser with such other financial reports as the
Purchaser may reasonably request.
8. No Oral Agreements: To the extent allowed by law, the parties hereto agree to be bound by the
terms of the following notice: THIS PURCHASE AGREEMENT, THE ORDINANCE, THE
ATTORNEY GENERAL OPINION, THE OPINION OF CO-BOND COUNSEL AND THE
NOTES TOGETHER REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
REGARDING THIS TRANSACTION AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES
RELATING TO THIS TRANSACTION.
9. Compliance with Section 2252.908, Texas Government Code: The Purchaser is a wholly-owned
subsidiary of Webster Financial Corporation, a publicly-traded company, and is exempt from the
disclosure filing requirements under Section 2252.908(c)(4),Texas Government Code.
10. No Boycott of Israel: The Purchaser hereby represents, warrants and verifies that, to the extent
that this Purchase Agreement is a contract to which Chapter 2271, Texas Government Code, as
amended, applies, and subject to applicable federal law, the Purchaser, or any wholly owned
subsidiary, majority-owned subsidiary, parent company or affiliate of the Purchaser, (i) does not
boycott Israel or (ii) will not boycott Israel during the term of this Purchase Agreement. The
terms "boycotts Israel"and"boycott Israel" as used in this Section have the meanings assigned to
the term "boycott Israel" in Section 808.001 of the Texas Government Code, as amended. The
Purchaser understands the term "affiliate" as used in this Section to mean an entity that controls,
is controlled by,or is under common control with the Purchaser and exists to make a profit.
11. Iran, Sudan and Foreign Terrorist Organizations: The Purchaser hereby represents, warrants and
verifies that,to the extent this Purchase Agreement constitutes a governmental contract within the
meaning of Section 2252,151 of the Texas Government Code, as amended, solely for purposes of
compliance with Chapter 2252 of the Texas Government Code, and except to the extent otherwise
required by applicable federal law, neither the Purchaser, nor any wholly owned subsidiary,
majority-owned subsidiary, parent company or affiliate of the Purchaser is a company listed by
the Texas Comptroller of Public Accounts under Sections 2270.0201 or 2252.153 of the Texas
Government Code, as amended. The Purchaser understands the term "affiliate" as used in this
Section to mean an entity that controls, is controlled by, or is under common control with such
Purchaser and exists to make a profit.
12. Verification Regarding Energy Company Boycotts: To the extent this Purchase Agreement
constitutes a contract for goods or services for which a written verification is required under
Section 2274.002 (as added by Senate Bill 13 in the 87th Texas Legislature, Regular Session),
Texas Government Code, as amended,the Purchaser hereby verifies that it and its parent company,
wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott energy
companies and will not boycott energy companies during the term of this Purchase Agreement.
The foregoing verification is made solely to enable the Issuer to comply with such Section and to
the extent such Section does not contravene applicable Federal or Texas law. As used in the
foregoing verification, "boycott energy companies," a term defined in Section 2274.001(1), Texas
Government Code (as enacted by such Senate Bill 13) by reference to Section 809.001, Texas
Government Code (also as enacted by such Senate Bill 13), shall mean, without an ordinary
business purpose, refusing to deal with, terminating business activities with, or otherwise taking
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any action that is intended to penalize, inflict economic harm on, or limit commercial relations
with a company because the company (A) engages in the exploration, production, utilization,
transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to
meet environmental standards beyond applicable federal and Texas law; or(B) does business with
a company described by(A)above.
13. Verification Regarding Discrimination Against Firearm Entity or Trade Association: To the extent
this Purchase Agreement constitutes a contract for goods or services for which a written
verification is required under Section 2274.002 (as added by Senate Bill 19 in the 87th Texas
Legislature, Regular Session), Texas Government Code, as amended,the Purchaser hereby verifies
that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any,
do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association and will not discriminate against a firearm entity or firearm trade
association during the term of this Purchase Agreement. The foregoing verification is made solely
to enable the Issuer to comply with such Section and to the extent such Section does not
contravene applicable Federal or Texas law.
As used in the foregoing verification and the following definitions,
"discriminate against a firearm entity or firearm trade association," a term defined in
Section 2274.001(3), Texas Government Code (as enacted by such Senate Bill 19), (A)
means, with respect to the firearm entity or firearm trade association, to (i) refuse to
engage in the trade of any goods or services with the firearm entity or firearm trade
association based solely on its status as a firearm entity or firearm trade association, (ii)
refrain from continuing an existing business relationship with the firearm entity or
firearm trade association based solely on its status as a firearm entity or firearm trade
association, or (iii) terminate an existing business relationship with the firearm entity or
firearm trade association based solely on its status as a firearm entity or firearm trade
association and (B) does not include (i) the established policies of a merchant, retail
seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms,
or firearm accessories and (ii) a company's refusal to engage in the trade of any goods or
services, decision to refrain from continuing an existing business relationship,or decision
to terminate an existing business relationship (aa) to comply with federal, state, or local
law, policy, or regulations or a directive by a regulatory agency or(bb)for any traditional
business reason that is specific to the customer or potential customer and not based solely
on an entity's or association's status as a firearm entity or firearm trade association,
"firearm entity," a term defined in Section 2274.00](6), Texas Government Code (as
enacted by such Senate Bill 19), means a manufacturer, distributor, wholesaler, supplier,
or retailer of firearms (defined in Section 2274.001(4), Texas Government Code, as
enacted by such Senate Bill 19, as weapons that expel projectiles by the action of
explosive or expanding gases), firearm accessories (defined in Section 2274.001(5),
Texas Government Code, as enacted by such Senate Bill 19, as devices specifically
designed or adapted to enable an individual to wear, carry, store, or mount a firearm on
the individual or on a conveyance and items used in conjunction with or mounted on a
firearm that are not essential to the basic function of the firearm, including detachable
firearm magazines), or ammunition (defined in Section 2274.001(1), Texas Government
Code, as enacted by such Senate Bill 19, as a loaded cartridge case, primer, bullet, or
propellant powder with or without a projectile) or a sport shooting range (defined in
Section 250.001, Texas Local Government Code, as a business establishment, private
club, or association that operates an area for the discharge or other use of firearms for
silhouette, skeet, trap, black powder, target, self-defense, or similar recreational
shooting),and
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"firearm trade association," a term defined in Section 2274.001(7), Texas Government
Code(as enacted by such Senate Bill 19), means any person, corporation, unincorporated
association, federation, business league, or business organization that (i) is not organized
or operated for profit (and none of the net earnings of which inures to the benefit of any
private shareholder or individual), (ii) has two or more firearm entities as members, and
(iii) is exempt from federal income taxation under section 501(a), Internal Revenue Code
of 1986(the"IRC"), as an organization described by section 501(c)of the IRC.
For purposes of this Section, the Purchaser understands "affiliate" to mean an entity that controls,
is controlled by, or is under common control with the Purchaser within the meaning of SEC Rule
405, 17 C.F.R. § 230.405, and exists to make a profit. In addition to the verifications provided in
this Section, the Purchaser represents that it (i) has reviewed the "All Bond Counsel" letter issued
by the Office of the Attorney General of Texas dated September 22, 2021 (the "ABC Letter") and
(ii) is compliant with the terms of the ABC Letter, including specifically such Purchaser's
submission of a letter consistent with the terms of the ABC Letter.
14. Compensation of Purchaser's Counsel: The City agrees to pay the fees of the Purchaser's counsel
in connection with the purchase of the Notes, which payment of such fees by the City will not
exceed, for services provided in connection with the purchase of the Notes, $12,500.
15. Counterparts: This Purchase Agreement may be executed in any number of counterparts, each of
which shall be regarded as an original and all of which shall constitute on and the same instrument.
This Purchase Agreement may be delivered by the exchange of signed signature pages by
facsimile transmission or by electronic mail with a pdf copy or other replicating image attached,
and any printed or copied version of any signature page so delivered shall have the same force and
effect as an originally signed version of such signature page.
16. Effective Date and Term of Purchase Agreement: This Purchase Agreement is to be effective on
the date first written above and shall terminate upon the payment by the Purchaser to the Issuer of
the agreed purchase price of the Notes set forth in Section 1 hereof in exchange for delivery of the
Notes by the Issuer to the Purchaser, unless terminated earlier pursuant to the terms hereof.
[Execution Page Follows]
5
If this Purchase Agreement meets with the Issuer's approval, please execute it in the
place provided below.
WEBSTER BANK,NATIONAL ASSOCIATION
By:
Name:
Title:
ACCEPTED BY THE CITY OF FORT
WORTH, TEXAS:
City Manager
City Secretary
(SEAL)
6
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 03/08/22 M&C FILE NUMBER: M&C 22-0146
LOG NAME: 13SERIES 2022 TAX NOTES
SUBJECT
(ALL)Adopt Attached Ordinance Authorizing Issuance and Sale of City of Fort Worth Tax Notes,Series 2022 in an Aggregate Principal Amount
Not to Exceed$72,195,000.00 and Enacting Other Provisions Related to the Subject,and Adopt Attached Appropriation Ordinance
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt the attached ordinance authorizing the issuance and sale of Tax Notes,Series 2022,in an aggregate principal amount not to exceed
$72,195,000.00;authorizing execution of all related documents;providing for the levy,assessment,and collection of a property tax sufficient
to pay the interest on and principal of the notes if other revenues are not otherwise available and appropriated for those payments;and
ordaining related matters;and
2. Adopt the attached ordinance increasing estimated receipts and appropriations in the Tax Note 2022 Fund in the amount of
$72,195,000.00,for the purpose of paying(i)contractual obligations incurred or to be incurred for the construction of public works and the
purchase of materials,supplies,equipment,machinery,buildings,lands,and rights-of-way of identified projects and (ii)costs of issuance of
the notes,with such appropriations subject to the sale of tax notes and receipt of proceeds and all identified amounts being subject to
reduction to conform to final figures reflected in the note-closing documents and with any excess cost of issuance funds remaining after
closing being transferred to the general debt service fund.
DISCUSSION:
The purpose of this Mayor and Council Communication(M&C)is to take actions associated with the issuance and sale of Series 2022 Tax Notes
and appropriation of proceeds for the purpose of paying(i)costs related to certain capital projects and(ii)costs of issuance of the notes.
The anticipated aggregate amount of proceeds from the sale of the Series 2022 Tax Notes$72,195,000.00. Proceeds from sale of the notes will
be used to pay for the construction and renovation of the Future City Hall facility,purchase of fire apparatus and equipment,and payment of the
costs of issuance.
The schedule of project costs listed below:
i
Project Description Amount
Construction and Renovation of Future City Hall 1$59,759,000.00
Facility
Fire Apparatus Replacement $12,250,000.00
_.._. __.___...._....__......._..__.._... ___.....__......__......__............_.._.._..._...._....._..._..._._ __.___..._........_...___.
Cost of Issuance $186,000.00
_.............___... ......._....................._.__._....._. ......._.........................................._........................_............$
Tota l 72,195,000.00
The City has used an Equipment Note Program for the City's Fire Department since at least 1999(Ordinance No. 13701).On an annual recurring
basis,tax notes are sold on the open market under a competitive process and proceeds are used to finance the equipment replacement program
for fire equipment and apparatus.In conjunction with the Fleet Management Division of the Property Management Department,the Fire
Department manages a fleet rotation plan that annually identifies vehicles and equipment that have reached the end of their useful lives and are too
old or costly to continue to utilize or maintain for public safety operations.A portion of the proceeds from sale of the notes will be used to acquire
equipment replacements scheduled for Fiscal Year 2023.
On February 4,2022,the City distributed a term sheet to market participants for the sale of the Series 2022 Notes,subject to a hard deadline of
March 8,2022,for receipt of bids.
Based on the bids received,staff is recommending award of sale of the 2022 notes(tax-exempt)in a total principal amount of$72,195,000.00 to
,with a true interest cost(TIC)of \%. The City will seek approval of the debt transactions from the Texas Attorney
General with an estimated closing and funding date of April 6,2022.
With execution of the note purchase agreement,the City will be committed to issuance and sale of the notes.
The attached appropriation ordinance reflects the maximum appropriation amount for note proceeds. Its structure accommodates variables
associated with sale of debt.To the extent numbers at closing are less than those reflected in the ordinance,the available appropriation amount
will be reduced as needed to reflect final figures based on the closing documents to ensure appropriations do not exceed actuals.Similarly,to the
extent there are any remaining proceeds after paying cost of issuance expense,those funds are to be moved to the General Debt Service Fund.
A Form 1295 is not required because:This M&C does not request approval of a contract with a business entity.
_..
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon adoption of the actions provided within this Mayor and Council Communication,the sale of the 2022 Tax
Notes will proceed as necessary to provide funding in the Tax Note 2022 Fund. Prior to any expenditures being incurred,the Property
Management and Financial Management Services Departments have the responsibility to validate the availability of funds.
Submitted for City Manager's Office by: Reginald Zeno 8517
Originating Business Unit Head: Reginald Zeno 8517
Additional Information Contact: Anthony Rousseau 8338
Expedited