HomeMy WebLinkAboutOrdinance 25470-04-2022 ORDINANCE NO. 25470-04-2022
PROVIDING FOR THE ISSUANCE OF CITY OF FORT WORTH, TEXAS
GENERAL PURPOSE REFUNDING BONDS, TAXABLE SERIES 2022, IN
AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $40,000,000;
ESTABLISHING PARAMETERS WITH RESPECT TO THE SALE OF THE
BONDS; DELEGATING TO DESIGNATED CITY OFFICIALS THE
AUTHORITY TO EFFECT THE SALE OF THE BONDS; ENACTING
OTHER PROVISIONS RELATING TO THE SUBJECT; AND DECLARING
AN IMMEDIATE EFFECTIVE DATE
WHEREAS, the City of Fort Worth, Texas (the "City" or the "Issuer"),is a "home-rule" city
operating under a home-rule charter adopted pursuant to Section 5 of Article XI of the Texas
Constitution, with a population according to the latest federal decennial census of in excess of
50,000; and
WHEREAS, the City Council of the City finds that the outstanding obligations described in
Schedule I attached to this Ordinance (the "Refunded Obligations") are eligible to be refunded;and
WHEREAS, the City Council finds that the issuance of the bonds authorized by this
Ordinance for the purpose of refunding all or a portion of the outstanding obligations described in
Schedule I attached to this Ordinance is in furtherance of the public purposes described in this
Ordinance;and
WHEREAS, the bonds hereinafter authorized to refund the Refunded Obligations are to be
issued and delivered pursuant to the laws of the State of Texas, including specifically Chapter 1207,
Texas Government Code ("Chapter 1207"); and
WHEREAS, because of fluctuating conditions in the municipal bond market, the City
Council delegates to the City Manager and the Chief Financial Officer/Director of Financial
Management Services of the City, individually, but not collectively (each, a "Pricing Officer"), the
authority to effect the sale of the bonds authorized by this Ordinance, subject to the parameters
described in this Ordinance.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF FORT WORTH,TEXAS:
1. That the bond or bonds of the City to be called "General Purpose Refunding Bonds,
Taxable Series 2022" (the "Bonds"), shall be issued under and by virtue of the Constitution and laws
of the State of Texas and the Charter of the City in an aggregate principal amount not to exceed
$40,000,000, for the purpose of(i) refunding the Refunded Obligations, and (ii) paying the costs of
issuance associated with the issuance of the Bonds. The Bonds are authorized pursuant to Chapter
1207 and other applicable laws of the State of Texas. The City Council hereby finds that it is in the
best interests of the City for the Bonds to be sold by the Pricing Officer in the manner provided in
this Ordinance. By adoption of this Ordinance, the Chief Financial Officer/Director of Financial
Management Services of the City, as a Pricing Officer, is designated a special Acting Assistant City
Manager for the limited purposes of executing certificates, agreements, notices, instruction letters,
requisitions,and other documents on behalf of the City in accordance with this Ordinance.
2. (a) That the Bonds shall be sold as fully registered bonds, without interest coupons,
numbered consecutively from R-1 upward, payable to the respective initial registered owners of the
1
Bonds, or to the registered assignee or assignees of the Bonds, in integral multiples of $5,000 (an
"Authorized Denomination"), maturing not later than March 1, 2034, payable serially or otherwise
on the dates, in the years and in the principal amounts, and dated, all as set forth in (i) the bidding
instructions prepared in connection with the sale of the Bonds (the "Bidding Instructions") and the
bid form to be submitted by bidders seeking to purchase the Bonds (the "Official Bid Form"), in
connection with Bonds sold through a competitive sale, or (ii) the bond purchase agreement
executed in connection with the sale of the Bonds (the "Bond Purchase Agreement") in connection
with Bonds sold through a negotiated sale. The foregoing notwithstanding, the City agrees to cause
to be delivered to the Paying Agent/Registrar one (1) initial Bond numbered T-1 (the "Initial Bond")
and registered in the name set forth in the Official Bid Form, in the case of Bonds sold through a
competitive sale, of the Bond Purchase Agreement, in the case of Bonds sold through a negotiated
sale, following the approval by the Attorney General and the registration by the Comptroller, as
further provided in the FORM OF BOND.
(b)(i) Method of Sale. As authorized by Chapter 1207, each Pricing Officer is hereby
authorized to effect the sale of all or any of the Bonds authorized to be sold by this Ordinance,
whether by competitive sale, or by negotiated sale conducted either through a public underwriting of
the Bonds, a private placement of the Bonds, or both. The determination of each Pricing Officer,
acting for and on behalf of the City, relating to the method of and the terms and conditions relating
to the sale of Bonds pursuant to this Ordinance shall have the same force and effect as if such
determination were made by the City Council. In effecting the sale of the Bonds authorized to be
sold by this Ordinance, each Pricing Officer, acting for and on behalf of the City, may determine any
additional or different designation or tide by which any series of Bonds shall be known and the
aggregate principal amount of Bonds to be issued. The sale of the Bonds, including specifically the
terms of the purchase price of the Bonds, shall be subject to the limitations set forth in Section 1 of
this Ordinance, and the provisions in subsection (c) of this Section. Prior to the delivery of any
Bonds authorized to be sold by this Ordinance, whether by competitive sale or negotiated sale, a
Pricing Officer shall execute a certificate (a "Pricing Certificate") addressing the matters described in
this subsection with respect to the Bonds sold under authority granted by this Ordinance.
(ii) Competitive Sale. Each Pricing Officer, acting for and on behalf of the City, is hereby
authorized to seek competitive bids for the sale of the Bonds authorized to be sold by this
Ordinance, and is hereby authorized to prepare and distribute the Bidding Instructions and the
Official Bid Form with respect to seeking competitive bids for the sale of the Bonds. The Bidding
Instructions shall contain the terms and conditions relating to the sale of the Bonds, including the
date bids for the purchase of the Bonds are to be received, the date of the Bonds, any additional
designation or title by which the Bonds shall be known, the aggregate principal amount of the Bonds
to be sold, the price at which the Bonds will be sold, the years in which the Bonds will mature, the
principal amount to mature in each of such years, the rate or rates of interest to be borne by each
such maturity, the interest payment periods, the dates, price, and terms upon and at which the
Bonds shall be subject to redemption prior to maturity at the option of the Issuer, as well as any
mandatory sinking fund redemption provisions, and all other matters relating to the issuance, sale
and delivery of the Bonds so sold including, without limitation, the use of municipal bond insurance
for the Bonds. Each Pricing Officer, acting for and on behalf of the City, is hereby authorized to
receive and accept bids for the sale of Bonds in accordance with the Bidding Instructions on such
date as determined thereby. The Bonds so sold shall be sold at such price as such Pricing Officer
shall determine to be the most advantageous to the City, which determination shall be evidenced by
the execution thereby of the Official Bid Form submitted by the best and winning bidder. The
Bonds shall bear interest at the rates per annum set forth in the Official Bid Form accepted as the
best bid. One Bond in the principal amount maturing on each maturity date as set forth in the
Official Bid Form shall be delivered to the Purchasers, and the Purchasers shall have the right to
2
exchange such Bonds as provided in Section 5 hereof without cost. The FORM OF BOND shall
be revised to reflect the terms of the sale of the Bonds as reflected in the Official Bid Form accepted
as the best bid for the Bonds. The Bonds shall initially be registered in the name as set forth in the
Official Bid Form. In case any officer whose signature shall appear on the Bonds shall cease to be
such officer before the delivery of the Bonds, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
(iii) Negotiated Sale - Undem,ii ing. Each Pricing Officer, acting for and on behalf of the City, is
hereby authorized to sell all or any portion of the Bonds authorized to be sold by this Ordinance by
a negotiated sale conducted as a public underwriting, and should each Pricing Officer determine to
sell Bonds by negotiated sale conducted as a public underwriting, each Pricing Officer may designate
the senior managing underwriter for the Bonds so sold by a negotiated sale pursuant to this Section
2(b)(iii), and such additional investment banking firms as deemed appropriate by each Pricing
Officer to assure that the Bonds are sold on the most advantageous terms to the City. Should
Bonds be sold through a negotiated sale conducted as a public underwriting, each Pricing Officer,
acting for and on behalf of the City, is authorized to enter into and carry out a Bond Purchase
Agreement with the Underwriters for the Bonds, at such price, with and subject to such terms as
determined by each Pricing Officer, subject to the provisions of this Ordinance. One Bond in the
principal amount maturing on each maturity date as set forth in the Bond Purchase Agreement shall
be delivered to the Underwriters, and the Underwriters shall have the right to exchange such Bonds
as provided in Section 5 hereof without cost. The Bonds shall initially be registered in the name
designated by the Underwriters as set forth in a Bond Purchase Agreement. In case any officer
whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the
Bonds, such signature shall nevertheless be valid and sufficient for all purposes the same as if such
officer had remained in office until such delivery. The Bond Purchase Agreement shall be in the
form and substance as shall be acceptable to the Pricing Officer, including, without limitation, to
contain such terms and conditions as may be provided in accordance with subsection (d) of this
Section.
(iv) Negotiated Sale— Private Placement. Each Pricing Officer, acting for and on behalf of the
City, is hereby authorized to sell all or any portion of the Bonds authorized to be sold by this
Ordinance by a negotiated sale conducted as a private placement, and should each Pricing Officer
determine to sell Bonds by negotiated sale conducted as a private placement, each Pricing Officer
may negotiate the sale of Bonds pursuant to this Section 2(b)(iv) with a bank or other financial
institutions as deemed appropriate by each Pricing Officer to assure that the Bonds are sold on the
most advantageous terms to the City. Should Bonds be sold through a negotiated sale conducted as
a private placement, each Pricing Officer, acting for and on behalf of the City,is authorized to enter
into and carry out a Bond Purchase Agreement with the Purchaser of the Bonds, at such price, with
and subject to such terms as determined by each Pricing Officer, subject to the provisions of this
Ordinance. One Bond in the principal amount maturing on each maturity date as set forth in the
Bond Purchase Agreement shall be delivered to the Purchaser,and the Purchaser shall have the right
to exchange such Bonds as provided in Section 5 hereof without cost. The Bonds shall initially be
registered in the name designated by the Purchaser as set forth in a Bond Purchase Agreement. In
case any officer whose signature shall appear on the Bonds shall cease to be such officer before the
delivery of the Bonds, such signature shall nevertheless be valid and sufficient for all purposes the
same as if such officer had remained in office until such delivery. The Bond Purchase Agreement
shall be in the form and substance as shall be acceptable to the Pricing Officer, including, without
limitation, to contain such terms and conditions as may be provided in accordance with paragraph
(v) of this Section 2(b).
3
(v) Bond Purchase Agreement.. Should Bonds be sold by a negotiated sale, each Pricing
Officer is hereby authorized, appointed, and designated to act on behalf of the City in the selling and
delivering the Bonds and carrying out the other procedures specified in this Ordinance, including
determining and fixing the date of the Bonds, any additional or different designation or title by
which the Bonds shall be known, the aggregate principal amount of the Bonds to be sold, the price
at which the Bonds will be sold, the years in which the Bonds will mature, the principal amount to
mature in each of such years, the rate or rates of interest to be borne by each such maturity, the
interest payment periods, the dates, price, and terms upon and at which the Bonds shall be subject
to redemption prior to maturity at the option of the City, as well as any mandatory sinking fund
redemption provisions, and all other matters relating to the issuance, sale, and delivery of the Bonds,
including, without limitation, the use of municipal bond insurance for the Bonds, all of which shall
be specified in the Bond Purchase Agreement. Each Pricing Officer, acting for and on behalf of
the City, is authorized to enter into with the Underwriters, in the case of Bonds sold through a
negotiated sale conducted as a public underwriting, and the Purchaser, in the case of Bonds sold
through a negotiated sale conducted as a private placement, and to carry out the conditions specified
in a Bond Purchase Agreement for the Bonds, at such price and subject to such terms as are set
forth therein.
(vi) Definitions. As used in this Ordinance, "Purchaser" means (a) the entity or entities listed
in the Official Bid Form accepted by the City as the best bid for the Bonds, in the case of the sale of
Bonds sold through a competitive sale or (b) the bank or other financial institution listed in a Bond
Purchase Agreement executed in connection with a negotiated sale conducted as a private placement
of Bonds, and "Underwriters" means the investment banking firms listed in a Bond Purchase
Agreement executed in connection with a negotiated sale conducted as a public underwriting of
Bonds.
(c) The Bonds shall not be sold for the purpose of refunding the Refunded Obligations
unless the refunding of the Refunded Obligations results in a minimum net present value savings of
at least 5.00% percent. The amount of the savings to be realized from the refunding of the
Refunded Obligations shall be set forth in a certificate to be executed by the Chief Financial
Officer/Director of Financial Management Services of the City. The refunding of the Refunded
Obligations for a debt service savings is a public purpose.
(d) A Pricing Officer may elect not to refund any or all of the obligations listed in Schedule
I, but in no event shall the Bonds be issued for the purpose of refunding the Refunded Obligations
if the refunding of the aggregate principal amount of the obligations selected for refunding does not
exceed the minimum net present value savings established above. The Chief Financial
Officer/Director of Financial Management Services of the City shall execute and deliver a certificate
identifying the Refunded Obligations to be refunded from proceeds of the Bonds and stating that
the net present value savings resulting from the refunding of the Refunded Obligations exceeds the
minimum net present savings threshold established above. The certificate shall specifically state the
net present value savings realized by the City as a result of refunding the Refunded Obligations. The
determination of a Pricing Officer relating to the issuance and sale of Bonds to refund all or any of
the Refunded Obligations shall have the same force and effect as a determination made by the City
Council.
(e) The City Council authorizes the City Manager and the Chief Financial Officer/Director
of Financial Management Services of the City to provide for and oversee the preparation of a
preliminary and final official statement in connection with the issuance of the Bonds, and to approve
the preliminary and final official statement and deem the preliminary official statement final, and to
provide it to the initial purchasers of the Bonds, in compliance with the Rule. The final Official
4
Statement in the form and content approved by a Pricing Officer shall be deemed to be approved by
the City Council and constitute the Official Statement authorized for distribution to and use by the
initial purchasers of the Bonds.
(f) A Pricing Officer shall not execute the Official Bid Form or a
Bond Purchase Agreement unless the best bidder, in the case of Bonds sold pursuant to a
competitive sale, each Underwriter, in the case of Bonds sold pursuant to a negotiated sale
conducted as a public offering, or the Purchaser, in the case of Bonds sold pursuant to a negotiated
sale conducted as a private placement, has confirmed to a Pricing Officer that either it has made
disclosure filings to the Texas Ethics Commission in accordance with Section 2252.908, Texas
Government Code or is exempt from making such filings under Section 2252.908(c)(4), Texas
Government Code. Within thirty (30) days of receipt of any disclosure filings from the best bidder
for the Bonds, the City will acknowledge such disclosure filings in accordance with the rules of the
Texas Ethics Commission. Any finding or determination made by a Pricing Officer relating to the
issuance and sale of the Bonds shall have the same force and effect as a finding or determination
made by the City Council.
(g) The foregoing provisions of this Section notwithstanding, the purchase price to be
paid for the Bonds sold pursuant to this Ordinance shall not be less than 95% of the aggregate
principal amount thereof. The authority delegated to the Pricing Officer to effect the sale of the
Bonds expires at the close of business on Friday, September 30,2022.
3. (a) That the Bonds may be subject to redemption prior to their scheduled maturities at
the option of the City, on the dates and in the manner provided in the Bidding Instructions, in the
case of Bonds sold pursuant to a competitive sale, or the Bond Purchase Agreement, in the case of
Bonds sold pursuant to a negotiated sale. Should the Bonds be subject to redemption prior to their
scheduled maturities, if less than all of the Bonds are to be redeemed by the City, the City shall
determine the maturity or maturities and the amounts to be redeemed and shall direct the Paying
Agent/Registrar to call by lot, or other method provided for in the FORM OF BOND, Bonds, or
portions of Bonds, within a maturity and in the principal amounts for redemption; provided, that
during any period in which ownership of the Bonds is determined only by a book entry at a
securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing
the same interest rate are to be redeemed, the particular Bonds shall be selected in accordance with
the arrangements between the City and the securities depository. The FORM OF BOND shall be
revised to reflect any optional redemption of the Bonds, to the extent provided in the Bidding
Instructions and incorporated by reference into the Official Bid Form accepted by a Pricing Officer
as the best bid on the Bonds in connection with a competitive sale, or to the extent provided in the
Bond Purchase Agreement, executed in connection with a negotiated sale.
(b) Should the Official Bid Form or a Bond Purchase Agreement, as the case may be,
provide for the mandatory sinking fund redemption of the Bonds, the terms and conditions
governing any mandatory sinking fund redemption and the payment of mandatory sinking fund
payments shall be set forth therein, and the FORM OF BOND shall be revised to reflect any
mandatory sinking fund redemption of the Bonds, to the extent provided in the Official Bid Form
accepted by a Pricing Officer as the best bid on the Bonds in connection with a competitive sale, or
to the extent provided in the Bond Purchase Agreement, executed in connection with a negotiated
sale.
(c) The City shall cause notice of any redemption of Bonds to be given in the manner
provided in the FORM OF BOND. The optional redemption of Bonds at the option of the City
may be made conditional upon the occurrence of certain events, as may be provided for in the
5
FORM OF BOND. By the date fixed for any such redemption, due provision shall be made with
the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or the
portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for
redemption. If such notice of redemption is given (to the extent notice is required to be given), as
provided in the FORM OF BOND, and if due provision for such payment is made, all as provided
above, the Bonds or the portions thereof which are to be so redeemed, thereby automatically shall
be redeemed prior to their scheduled maturities, and shall not bear interest after the date fixed for
their redemption, and shall not be regarded as being outstanding except for the right of the
registered owner to receive the redemption price plus accrued interest to the date fixed for
redemption from the Paying Agent/Registrar out of the funds provided for such payment. The
Paying Agent/Registrar shall record in the registration books all such redemptions of principal of
the Bonds or any portion thereof. If a portion of any Bond shall be redeemed a substitute Bond or
Bonds having the same maturity date, bearing interest at the same rate, in any denomination or
denominations in any integral multiple of $5,000 (an "Authorized Denomination"), at the written
request of the registered owner, and in an aggregate principal amount equal to the unredeemed
portion thereof,will be issued to the registered owner upon the surrender thereof for cancellation, at
the expense of the City,all as provided in this Ordinance.
4. That the Bonds shall bear interest at the rates per annum set forth in the Official Bid
Form accepted as the best bid. The interest on the Bonds shall be payable to the registered owner
of any such Bond on the dates and in the manner provided in the FORM OF BOND set forth in
Exhibit A to this Ordinance. Interest on the Bonds shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months. The Bonds shall not have a true interest cost in excess of
3.180% and shall not have a net effective interest rate, calculated in accordance with Chapter 1204,
Texas Government Code,in excess of 15%.
5. (a) That the City shall keep or cause to be kept at the designated corporate trust office in
Dallas, Texas (the "Designated Payment Office") of BOKF, NA (the "Paying Agent/Registrar"), or
such other bank, trust company, financial institution, or other agency named in accordance with the
provisions of (g) below, books or records of the registration and transfer of the Bonds (the
"Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and
transfer agent to keep such books or records and make such transfers and registrations under such
reasonable regulations as the City and the Paying Agent/Registrar may prescribe; and the Paying
Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the duty
of the Paying Agent/Registrar to obtain from the registered owner and record in the Registration
Books the address of such registered owner of each Bond to which payments with respect to the
Bonds shall be mailed, as herein provided. The City or its designee shall have the right to inspect
the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise
the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise
required by law, shall not permit their inspection by any other entity. Registration of each Bond may
be transferred in the Registration Books only upon presentation and surrender of such Bond to the
Paying Agent/Registrar for transfer of registration and cancellation, together with proper written
instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing the assignment of such Bond, or any portion thereof in any Authorized
Denomination, to the assignee or assignees thereof, and the right of such assignee or assignees to
have such Bond or any such portion thereof registered in the name of such assignee or assignees.
Upon the assignment and transfer of any Bond or any portion thereof, a new substitute Bond or
Bonds shall be issued in exchange therefor in the manner herein provided.
(b) The entity in whose name any Bond shall be registered in the Registration Books at any
time shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether such
6
Bond shall be overdue, and the City and the Paying Agent/Registrar shall not be affected by any
notice to the contrary; and payment of, or on account of, the principal of, premium, if any, and
interest on any such Bond shall be made only to such registered owner. All such payments shall be
valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or
sums so paid.
(c) The City hereby further appoints the Paying Agent/Registrar to act as the paying agent
for paying the principal of and interest on the Bonds, and to act as its agent to exchange or replace
Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of
all payments made by the City and the Paying Agent/Registrar with respect to the Bonds, and of all
exchanges thereof, and all replacements thereof, as provided in this Ordinance.
(d) Each Bond may be exchanged for fully registered bonds in the manner set forth herein.
Each Bond issued and delivered pursuant to this Ordinance, to the extent of the unredeemed
principal amount thereof, may, upon surrender thereof at the Designated Payment Office of the
Paying Agent/Registrar, together with a written request therefor duly executed by the registered
owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representa-
tives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the
registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered
bonds, without interest coupons, in the form prescribed in the FORM OF BOND, in any
Authorized Denomination (subject to the requirement hereinafter stated that each substitute Bond
shall have a single stated maturity date), as requested in writing by such registered owner or such
assignee or assignees,in an aggregate principal amount equal to the unredeemed principal amount of
any Bond or Bonds so surrendered, and payable to the appropriate registered owner, assignee, or
assignees, as the case may be. If a portion of any Bond shall be redeemed prior to its scheduled
maturity as provided herein, a substitute Bond or Bonds having the same maturity date, bearing
interest at the same rate, in any Authorized Denomination at the request of the registered owner,
and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the
registered owner upon surrender thereof for cancellation. If any Bond or portion thereof is assigned
and transferred, each Bond issued in exchange therefor shall have the same principal maturity date
and bear interest at the same rate as the Bond for which it is being exchanged. Each substitute
Bond shall bear a letter and/or number to distinguish it from each other Bond. The Paying
Agent/Registrar shall exchange or replace Bonds as provided herein, and each fully registered Bond
delivered in exchange for or replacement of any Bond or portion thereof as permitted or required by
any provision of this Ordinance shall constitute one of the Bonds for all purposes of this Ordinance,
and may again be exchanged or replaced. It is specifically provided, however, that any Bond
delivered in exchange for or replacement of another Bond prior to the first scheduled interest
payment date on the Bonds (as stated on the face thereo� shall be dated the same date as such
Bond, but each substitute Bond so delivered on or after such first scheduled interest payment date
shall be dated as of the interest payment date preceding the date on which such substitute Bond is
delivered, unless such substitute Bond is delivered on an interest payment date, in which case it shall
be dated as of such date of delivery; provided, however, that if at the time of delivery of any
substitute Bond the interest on the bond for which it is being exchanged has not been paid, then
such substitute Bond shall be dated as of the date to which such interest has been paid in full. On
each substitute Bond issued in exchange for or replacement of any Bond or Bonds issued under this
Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in
the form hereinafter set forth in the FORM OF BOND (the "Authentication Certificate"). An
authorized representative of the Paying Agent/Registrar shall, before the delivery of any such
substitute Bond, date such substitute Bond in the manner set forth above, and manually sign and
date the Certificate, and no such substitute Bond shall be deemed to be issued or outstanding unless
the Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Bonds
surrendered for exchange or replacement. No additional ordinances, orders, or resolutions need be
passed or adopted by the City Council or any other body or person so as to accomplish the fore-
going exchange or replacement of any Bond or portion hereof, and the Paying Agent/Registrar shall
provide for the printing, execution, and delivery of the substitute bonds in the manner prescribed
herein. Pursuant to Chapter 1206, Texas Government Code, the duty of exchange or replacement
of any Bond as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
execution of the Authentication Certificate, the exchanged or replaced Bond shall be valid,
incontestable, and enforceable in the same manner and with the same effect as the Bonds which
originally were delivered pursuant to this Ordinance, approved by the Attorney General, and
registered by the Comptroller of Public Accounts. Neither the City nor the Paying Agent/Registrar
shall be required (1) to issue, transfer, or exchange any Bond during a period beginning at the
opening of business 30 days before the day of the first mailing of a notice of redemption of Bonds
and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any
Bond so selected for redemption in whole when such redemption is scheduled to occur within 30
calendar days.
(e) All Bonds issued in exchange or replacement of any other Bond or portion thereof (i)
shall be issued in fully registered form, without interest coupons, with the principal of and interest
on such Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to
their scheduled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for other
Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and
interest on the Bonds shall be payable, all as provided, and in the manner required or indicated, in
the FORM OF BOND.
(f) The City shall pay the Paying Agent/Registrar's reasonable and customary fees and
charges for making transfers of Bonds, but the registered owner of any Bond requesting such
transfer shall pay any taxes or other governmental charges required to be paid with respect thereto.
The registered owner of any Bond requesting any exchange shall pay the Paying Agent/Registrar's
reasonable and standard or customary fees and charges for exchanging any such Bond or portion
thereof, together with any taxes or governmental charges required to be paid with respect thereto, all
as a condition precedent to the exercise of such privilege of exchange, except, however, that in the
case of the exchange of an assigned and transferred Bond or Bonds or any portion or portions
thereof in any Authorized Denomination, and in the case of the exchange of the unredeemed
portion of a Bond which has been redeemed in part prior to maturity, as provided in this Ordinance,
such fees and charges will be paid by the City. In addition, the City hereby covenants with the
registered owners of the Bonds that it will (i) pay the reasonable and standard or customary fees and
charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of
and interest on the Bonds,when due, and (ii) pay the fees and charges of the Paying Agent/Registrar
for services with respect to the transfer or registration of Bonds solely to the extent above provided,
and with respect to the exchange of Bonds solely to the extent above provided.
(g) The City covenants with the registered owners of the Bonds that at all times while the
Bonds are outstanding the City will provide a competent and legally qualified bank, trust company,
financial institution, or other agency to act as and perform the services of Paying Agent/Registrar
for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The
City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less
than 30 days written notice to the Paying Agent/Registrar. In the event that the entity at any time
acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should
resign or otherwise cease to act as such, the City covenants that promptly it will appoint a competent
and legally qualified national or state banking institution which shall be a corporation organized and
doing business under the laws of the United States of America or of any state, authorized under
8
such laws to exercise trust powers, subject to supervision or examination by federal or state
authority, and whose qualifications substantially are similar to the previous Paying Agent/Registrar
to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying
Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books (or a copy thereof), along with all other pertinent books and records relating to
the Bonds, to the new Paying Agent/Registrar designated and appointed by the City. Upon any
change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be
sent by the new Paying Agent/Registrar to each registered owner of the Bonds, by United States
mail, first-class postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar
shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this
Ordinance shall be delivered to each Paying Agent/Registrar.
(h) Each redemption notice, whether required in the FORM OF BOND or otherwise by
this Ordinance, shall contain a description of the Bonds to be redeemed, including the complete
name of the Bonds, the series, the date of issue, the interest rate, the maturity date, the CUSIP
number, the amounts called for redemption, the mailing date for the notice, the date of redemption,
the redemption price, the name of the Paying Agent/Registrar and the address at which the Bond
may be redeemed, including a contact person and telephone number. All redemption payments
made by the Paying Agent/Registrar to the registered owners of the Bonds shall include CUSIP
numbers relating to each amount paid to such registered owner.
(i) With respect to the Bonds, to the extent required by the Internal Revenue Code of 1986
(the "Code") and the regulations promulgated thereunder, the Paying Agent/Registrar shall report to
the Registered Owners and the Internal Revenue Service (i) the amount of"reportable payments", if
any, subject to backup withholding during each year and the amount of tax withheld, if any, with
respect to payments of the Bonds, and (ii) the amount of interest or amount treated as interest on
the Bonds and required to be included in the gross income of the Registered Owner thereof.
6. That the form of all Bonds, including the form of the Comptroller's Registration
Certificate to accompany the Bonds on the initial delivery thereof, the form of the Authentication
Certificate, and the Form of Assignment to be printed on each of the Bonds, shall be, respectively,
substantially as set forth in Exhibit A to this Ordinance,with such appropriate variations, omissions,
or insertions as are permitted or required by this Ordinance.
7. (a) That a special fund or account, to be designated the "City of Fort Worth, Texas
Taxable Series 2022 General Purpose Refunding Bonds Interest and Redemption Fund" (the
"Interest and Redemption Fund") is hereby created and shall be established and maintained by the
City. The Interest and Redemption Fund shall be kept separate and apart from all other funds and
accounts of the City and shall be used only for paying the interest on and principal of the Bonds.
All taxes levied and collected for and on account of the Bonds shall be deposited, as collected, to the
credit of the Interest and Redemption Fund. During each year while any Bond is outstanding and
unpaid, the City Council of the City shall compute and ascertain the rate and amount of ad valorem
tax, based on the latest approved tax rolls of the City, with full allowances being made for tax
delinquencies and costs of tax collections, which will be sufficient to raise and produce the money
required to pay the interest on the Bonds as such interest comes due, and to provide a sinking fund
to pay the principal (including mandatory sinking fund redemption payments, if any) of the Bonds as
such principal matures, but never less than 2% of the outstanding principal amount of the Bonds as
a sinking fund each year. Said rate and amount of ad valorem tax is hereby ordered to be levied and
is hereby levied against all taxable property in the City for each year while any of the Bonds is
outstanding and unpaid, and said ad valorem tax shall be assessed and collected each such year and
9
deposited to the credit of the Interest and Redemption Fund. Said ad valorem taxes necessary to
pay the interest on and principal of the Bonds, as such interest comes due, and such principal
matures or comes due through operation of the mandatory sinking fund redemption, if any, as
provided in the FORM OF BOND, are hereby pledged for such purpose,within the limit prescribed
by law.
(b) Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the
pledge of ad valorem taxes made under Section 7(a) of this Ordinance, and such pledge is therefore
valid, effective, and perfected. If Texas law is amended at any time while the Bonds are outstanding
and unpaid such that the pledge of ad valorem taxes made by the City under Section 7(a) of this
Ordinance is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce
Code, then in order to preserve to the registered owners of the Bonds the perfection of the security
interest in said pledge, the City agrees to take such measures as it determines are reasonable and
necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business &
Commerce Code and enable a filing to perfect the security interest in said pledge to occur.
8. (a) That in the event any outstanding Bond is damaged, mutilated, lost, stolen, or
destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond
of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or
destroyed Bond,in replacement for such Bond in the manner hereinafter provided.
(b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds
shall be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond,
the applicant for a replacement bond shall furnish to the City and to the Paying Agent/Registrar
such security or indemnity as may be required by them to save each of them harmless from any loss
or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the
applicant shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of
the loss, theft, or destruction of such Bond, as the case may be. In every case of damage or
mutilation of a Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation
the Bond so damaged or mutilated.
(c) Notwithstanding the foregoing provisions of this Section, in the event any such Bond
shall have matured, and no default has occurred which is then continuing in the payment of the
principal of, redemption premium, if any, or interest on the Bond, the City may authorize the
payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond)
instead of issuing a replacement Bond, provided security or indemnity is furnished as above pro-
vided in this Section.
(d) Prior to the issuance of any replacement Bond, the Paying Agent/Registrar shall charge
the owner of such Bond with all legal, printing, and other expenses in connection therewith. Every
replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any
Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether the
lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be
entitled to all the benefits of this Ordinance equally and proportionately with any and all other
Bonds duly issued under this Ordinance.
(e) In accordance with Chapter 1206, Texas Government Code, this Section of this
Ordinance shall constitute authority for the issuance of any such replacement bond without
necessity of further action by the governing body of the City or any other body or person, and the
duty of the replacement of such bonds is hereby authorized and imposed upon the Paying
Agent/Registrar, subject to the conditions imposed by this Section 8 of this Ordinance, and the
Paying Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with
10
the effect, as provided in Section 5(d) of this Ordinance for Bonds issued in exchange for other
Bonds.
9. That the Mayor, the City Manager, any Assistant City Manager, the Chief Financial
Officer/Director of Financial Management Services of the City, and the City Secretary, and all other
officers, employees, and agents of the City, and each of them, shall be and they are hereby expressly
authorized, empowered, and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge, and deliver in the name and under the seal and on
behalf of the City all such instruments, whether herein mentioned, as may be necessary or desirable
in order to carry out the terms and provisions of this Ordinance or the Bonds. In case any officer
whose signature appears on any Bond shall cease to be such officer before the delivery of such
Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if he or
she had remained in office until such delivery. The City Manager of the City or the designee thereof
is hereby authorized to have control of the Bonds and all necessary records and proceedings
pertaining to the Bonds pending their delivery and their investigation, examination and approval by
the Attorney General of the State of Texas, and their registration by the Comptroller of Public
Accounts of the State of Texas. Upon registration of the Bonds, said Comptroller of Public
Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the
Comptrollers Registration Certificate accompanying the Bonds, and the seal of said Comptroller
shall be impressed, or placed in facsimile, on each such certificate. The City Council hereby
authorizes the payment of the fee of the Office of the Attorney General of the State of Texas for
the examination of the proceedings relating to the issuance of the Bonds, in the amount determined
in accordance with the provisions of Section 1202.004,Texas Government Code.
10. That the proceeds from the sale of the Bonds shall be used in the manner described in a
letter of instructions executed by or on behalf of the City, provided, that proceeds representing
accrued interest on the Bonds shall be deposited to the credit of the Interest and Redemption Fund
and proceeds representing premium on the Bonds shall be used in a manner consistent with the
provisions of Section 1201.042(d),Texas Government Code.
11. That the City does not intend to issue the Bonds in a manner that would qualify the
Bonds as obligations described in section 103 of the Code, the interest on which is not includable in
the "gross income" of the holder for purposes of federal income taxation.
12. (a) Definitions. That, as used in this Section, the following terms shall have the meanings
ascribed to such terms below:
"Business Day" means a day other than a Saturday, Sunday, a legal holiday, or a day on
which banking institutions are authorized by law or executive order to close in the City or
the city where the Designated Payment Office of the Paying Agent/Registrar is located.
"MSRB" means the Municipal Securities Rulemaking Board.
"Mule" means SEC Rule 15c2-12, as amended from time to time.
"SEC' means the United States Securities and Exchange Commission.
(b) Annual Repoits. (i) The City shall provide annually to the MSRB (1) within six months
after the end of each fiscal year ending in or after the first fiscal year in which Bonds are issued,
financial information and operating data with respect to the City of the general type described in
Exhibit B hereto, and (2) if not provided as part of the financial information and operating data,
annual financial statements of the City, when and if available. Any financial statements so to be
11
provided shall be (1) prepared in accordance with the accounting principles described in Exhibit B
hereto, or such other accounting principles as the City may be required to employ from time to time
pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such
statements and the audit is completed within twelve months after the end of each fiscal year ending
in or after 2022. If audited financial statements are not available by the end of the twelve month
period, then the City shall provide notice that the audited financial statements are not available, shall
provide unaudited financial information containing the information described in the tables
referenced in Exhibit B hereto under the heading "Annual Financial Statements and Operating Data" by
the required time, and shall provide audited financial statements for the applicable fiscal year to the
MSRB,when and if the audited financial statements become available.
(ii) If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required to
provide financial information and operating data pursuant to this Section. The financial information
and operating data to be provided pursuant to this Section may be set forth in full in one or more
documents or may be included by specific reference to any document (including an official
statement or other offering document, if it is available from the MSRB) that theretofore has been
provided to the MSRB or filed with the SEC. Filings shall be made electronically, in such format as
is prescribed by the MSRB.
(c) Disclosure Event Notices The City shall notify the MSRB of any of the following events
with respect to the Bonds, in a timely manner not in excess of ten Business Days after the
occurrence of the event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds;
7. Modifications to rights of holders of the Bonds,if material;
8. Bond calls,if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if
material;
11. Rating changes;
12. Bankruptcy,insolvency, receivership or similar event of the City;
13. The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City, other than
in the ordinary course of business, the entry into a definitive agreement to
undertake such an action or the termination of a definitive agreement relating
to any such actions, other than pursuant to its terms,if material;
14. Appointment of a successor Paying Agent/Registrar or change in the name
of the Paying Agent/Registrar, if material;
15. Incurrence of a Financial Obligation of the Obligated Person, if material, or
agreement to covenants, events of default, remedies, priority rights, or other
similar terms of a Financial Obligation of the Obligated Person, any of which
12
affect security holders,if material; and
16. Default, event of acceleration, termination event, modification of terms, or
other similar event under the terms of a Financial Obligation of the
Obligated Person, and which reflect financial difficulties.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide financial
information or operating data in accordance with subsection (b) of this Section by the time required
by subsection (b).
As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or similar
event" means the appointment of a receiver, fiscal agent or similar officer for the City in a
proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in
which a court or governmental authority has assumed jurisdiction over substantially all of the assets
or business of the City, or if jurisdiction has been assumed by leaving the Ciry Council and officials
or officers of the City in possession but subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a plan of reorganization, arrangement
or liquidation by a court or governmental authority having supervision or jurisdiction over
substantially all of the assets or business of the City.
As used in clauses 15 and 16 above, the term "Financial Obligation" means: (i) a debt
obligation; (ii) a derivative instrument entered into in connection with, or pledged as security or a
source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii),
however, the term Financial Obligation shall not include Municipal Securities as to which a final
official statement has been provided to the MSRB consistent with the Rule; the term "Municipal
Securities" means securities which are direct obligations of, or obligations guaranteed as to principal
or interest by, a state or any political subdivision thereof, or any agency or instrumentality of a state
or any political subdivision thereof, or any municipal corporate instrumentality of one or more states
and any other Municipal Securities described by Section 3(a)(29) of the Securities Exchange Act of
1934, as the same may be amended from time to time; and the term "Obligated Person" means the
City.
(d) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to observe and
perform the covenants specified in this Section for so long as, but only for so long as, the City
remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that
the City in any event will give notice of any deposit made in accordance with this Ordinance or
applicable law that causes any Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other information that may be relevant or material to a complete presentation of the City's financial
results, condition, or prospects or to update any information provided in accordance with this
Section or otherwise, except as expressly provided herein. The City does not make any
representation or warranty concerning such information or its usefulness to a decision to invest in or
sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
13
ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT
OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
(iv) A default by the City in observing or performing its obligations under this Section shall
not comprise a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
(v) Should the Rule be amended to obligate the City to make filings with or provide notices
to entities other than the MSRB, the City agrees to undertake such obligation in accordance with the
Rule as amended.
(vi) The provisions of this Section may be amended by the City from time to time to adapt
to changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if(1) the provisions
of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in
the primary offering of the Bonds in compliance with the Rule, taking into account any amendments
or interpretations of the Rule since such offering as well as such changed circumstances and (2)
either (a) the holders of a majority in aggregate principal amount (or any greater amount required by
any other provision of this Ordinance that authorizes such an amendment) of the outstanding
Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as
nationally recognized bond counsel) determines that such amendment will not materially impair the
interest of the holders and beneficial owners of the Bonds. If the City so amends the provisions of
this Section, it shall include with any amended financial information or operating data next provided
in accordance with subsection (b) of this Section an explanation,in narrative form, of the reason for
the amendment and of the impact of any change in the type of financial information or operating
data so provided. The City may also amend or repeal the provisions of this continuing disclosure
agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final
jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent
that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or
selling Bonds in the primary offering of the Bonds.
13. That the Bonds shall be issued and delivered in such manner that no physical
distribution of the Bonds will be made to the public, and The Depository Trust Company ("DTC"),
New York, New York, initially may act as depository for the Bonds. DTC has represented that it is
a limited purpose trust company incorporated under the laws of the State of New York, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and a "clearing agency" registered under Section 17A of the Securities
Exchange Act of 1934, as amended, and the City accepts, but in no way verifies, such
representations. The definitive Bonds delivered to the purchasers thereof shall be registered in the
name of CEDE & CO., the nominee of DTC. DTC may hold the Bonds on behalf of the
purchasers thereof. So long as each Bond is registered in the name of CEDE & CO., the Paying
Agent/Registrar shall treat and deal with DTC the same in all respects as if it were the actual and
beneficial owner thereof. DTC may maintain a book-entry system which will identify ownership of
the Bonds in integral amounts of$5,000, with transfers of ownership being effected on the records
of DTC and its participants pursuant to rules and regulations established by them, and with the
Bonds initially deposited with DTC being immobilized and not be further exchanged for substitute
Bonds except as hereinafter provided. The City is not responsible or liable for any functions of
14
DTC, will not be responsible for paying any fees or charges with respect to its services, will not be
responsible or liable for maintaining, supervising, or reviewing the records of DTC or its
participants, or protecting any interests or rights of the beneficial owners of the Bonds. It shall be
the duty of the DTC participants to make all arrangements with DTC to establish this book-entry
system, the beneficial ownership of the Bonds, and the method of paying the fees and charges of
DTC. The City does not represent, nor does it in any way covenant that any book-entry system
established with DTC will be maintained in the future. If for any reason should any originally
delivered Bond be duly filed with the Paying Agent/Registrar with a proper request for transfer and
substitution, as provided for in this Ordinance, substitute Bonds will be duly delivered as provided
in this Ordinance, and there will be no assurance or representation that any book-entry system will
be maintained for such Bonds. The City heretofore has executed a "Blanket Letter of
Representations" prepared by DTC in order to implement the book-entry system described above.
The foregoing notwithstanding, if Bonds are sold through a negotiated sale conducted as a private
placement, the Bond Purchase Agreement governing such sale of Bonds shall provide whether the
Bonds so sold shall be subject to the book-entry system described in this Section.
14. (a) Defeased Bonds. That any Bond and the interest thereon shall be deemed to be paid,
retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance,
except to the extent provided in subsection (d) of this Section, when payment of the principal of
such Bond, plus interest thereon to the due date (whether such due date be by reason of maturity or
otherwise) either (i) shall have been made or caused to be made in accordance with the terms
thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing
with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or
other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the
United States of America sufficient to make such payment or (2) Defeasance Securities that mature
as to principal and interest in such amounts and at such times as will insure the availability, without
reinvestment, of sufficient money to provide for such payment, and when proper arrangements have
been made by the City with the Paying Agent/Registrar for the payment of its services until all
Defeased Bonds shall have become due and payable. At such time as a Bond shall be deemed to be
a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be
secured by, payable from, or entitled to the benefits of, the ad valorem taxes or revenues herein
levied and pledged as provided in this Ordinance, and such principal and interest shall be payable
solely from such money or Defeasance Securities. Notwithstanding any other provision of this
Ordinance to the contrary, it is hereby provided that any determination not to redeem Defeased
Bonds that is made in conjunction with the payment arrangements specified in subsection 14(a)(i) or
(ii) shall not be irrevocable, provided that: (1) in the proceedings providing for such payment
arrangements, the City expressly reserves the right to call the Defeased Bonds for redemption; (2)
gives notice of the reservation of that right to the owners of the Defeased Bonds immediately
following the making of the payment arrangements; and (3) directs that notice of the reservation be
included in any redemption notices that it authorizes.
(b) Investment in Defeasance Setmities. Any moneys so deposited with the Paying
Agent/Registrar may at the written direction of the City be invested in Defeasance Securities,
maturing in the amounts and times as hereinbefore set forth. Any Future Escrow Agreement
pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased
Bonds may contain provisions permitting the investment or reinvestment of such moneys in
Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the
requirements specified in subsection 14(a)(i) or (ii). All income from such Defeasance Securities
received by the Paying Agent/Registrar which is not required for the payment of the Defeased
Bonds, with respect to which such money has been so deposited, shall be remitted to the City or
15
deposited as directed in writing by the City, and upon receipt of an opinion of nationally-recognized
bond counsel that such transfer is permitted under state law.
(c) Defeasance Setwi ies Defined The term "Defeasance Securities" means (i) direct,
noncallable obligations of the United States of America, including obligations that are
unconditionally guaranteed by the United States of America and (ii) noncallable obligations of an
agency or instrumentality of the United States of America, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality, and that, on the date of the
purchase thereof, are rated as to investment quality by a nationally recognized investment rating firm
not less than AAA or its equivalent.
(d) Paying Agent/Registrar Services. Until all Defeased Bonds shall have become due and
payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such
Defeased Bonds the same as if they had not been defeased, and the City shall make proper
arrangements to provide and pay for such services as required by this Ordinance.
(e) Selection of Bonds for Defeasance. In the event that the City elects to defease less than all
of the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to
be selected, such amount of Bonds by such random method as it deems fair and appropriate in
accordance with any requirements of a securities depository, if applicable; provided that a portion of
a Bond may be redeemed only in any denomination or denominations in any Authorized
Denomination.
15. (a) Events of Default. That each of the following occurrences or events for the purpose
of this Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds when the
same becomes due and payable; or
(ii) except as provided in Section 12(d)(iv) of this Ordinance, default in the performance or
observance of any other covenant, agreement or obligation of the City, the failure to perform which
materially, adversely affects the rights of the registered owners of the Bonds, including, but not
limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the
continuation thereof for a period of 60 days after notice of such default is given by any registered
owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
registered owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or employee
of the City in their official capacity, for the purpose of protecting and enforcing the rights of
the registered owners under this Ordinance, by mandamus or other suit, action or special
proceeding in equity or at law, in any court of competent jurisdiction, for any relief
permitted by law as permitted by this Ordinance, including the specific performance of any
covenant or agreement contained herein, or thereby to enjoin any act or thing that may be
unlawful or in violation of any right of the registered owners hereunder or any combination
of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all registered owners of Bonds then outstanding.
16
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or under the Bonds or now or
hereafter existing at law or in equity; provided, however, that notwithstanding any other
provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall
not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
registered owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to
a personal or pecuniary liability or charge against the officers, employees or members of the
City or the City Council.
(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.
16. (a) That the holders of the Bonds aggregating a majority of the aggregate principal
amount of then outstanding Bonds that are the subject of a proposed amendment shall have the
right from time to time to approve any amendment to this Ordinance which may be deemed
necessary or desirable by the City; provided, however, that without the consent of the holders of all
of the Bonds at the time outstanding, nothing herein contained shall permit or be construed to
permit the amendment of the terms and conditions in this Ordinance or in the Bonds so as to:
(1) Make any change in the maturity of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal payable on the outstanding Bonds;
(4) Modify the terms of payment of principal of or interest on the outstanding Bonds or
impose any conditions with respect to such payment;
(5) Affect the rights of the holders of less than all of the Bonds then outstanding; or
(6) Change the minimum percentage of the principal amount of Bonds necessary for
consent to such amendment.
(b) If at any time the City shall desire to amend the Ordinance under this Section, the
City shall cause notice of the proposed amendment to be published in a financial newspaper or
journal published in The City of New York, New York, once during each calendar week for at least
two successive calendar weeks; provided, however; that the publication of such notice shall not
constitute a condition precedent to the adoption of such amendatory ordinance and the failure to
publish such notice shall not adversely affect the implementation of such amendment as adopted
17
pursuant to such amendatory ordinance. Such notice shall briefly set forth the nature of the
proposed amendment and shall state that a copy thereof is on file at the principal office of the
Paying Agent/Registrar for inspection by all holders of Bonds. Such publication is not required,
however,if notice in writing is given to each holder of Bonds.
(c) Whenever at any time not less than thirty days, and within one year, from the date of
the first publication of said notice or other service of written notice the City shall receive an
instrument or instruments executed by the holders of at least a majority in aggregate principal
amount of all Bonds then outstanding, which instrument or instruments shall refer to the proposed
amendment described in said notice and which specifically consent to and approve such amendment
in substantially the form of the copy thereof on file with the Paying Agent/Registrar, the City
Council may pass the amendatory ordinance in substantially the same form.
(d) Upon the passage of any amendatory ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be amended in accordance with such amendatory
ordinance, and the respective rights, duties and obligations under this Ordinance of the City and all
the holders of then outstanding Bonds shall thereafter be determined, exercised and enforced
hereunder, subject in all respects to such amendments.
(e) Any consent given by the holder of a Bond pursuant to the provisions of this Section
shall be irrevocable for a period of six months from the date of the first publication of the notice
provided for in this Section, and shall be conclusive and binding upon all future holders of the same
Bond during such period. Such consent may be revoked at any time after six months from the date
of the first publication of such notice by the holder who gave such consent, or by a successor in
title, by filing notice thereof with the Paying Agent/Registrar therefor and the City, but such
revocation shall not be effective if the holders of a majority in aggregate principal amount of the
then outstanding Bonds as in this Section defined have, prior to the attempted revocation,
consented to and approved the amendment.
(f) The purposes of this Section, the ownership and other matters relating to all Bonds
registered as to ownership shall be determined from the registration books kept by the Paying
Agent/Registrar therefor. The Paying Agent/Registrar may conclusively assume that such
ownership continues until written notice to the contrary is served upon the Paying Agent/Registrar.
(g) That the foregoing provisions of this Section notwithstanding, the City by action of
the City Council may amend this Ordinance for any one or more of the following purposes:
(1) To add to the covenants and agreements of the City in this Ordinance
contained, other covenants and agreements thereafter to be observed,grant additional rights
or remedies to bondholders or to surrender, restrict or limit any right or power herein
reserved to or conferred upon the City;
(2) To make such provisions for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained in this Ordinance, or in
regard to clarifying matters or questions arising under this Ordinance, including, without
limitation, those matters described in Section 12(d)(v) hereof, as are necessary or desirable
and not contrary to or inconsistent with this Ordinance and which shall not adversely affect
the interests of the holders of the Bonds; or
(3) To modify any of the provisions of this Ordinance in any other respect
whatsoever, provided that such modification shall be, and be expressed to be, effective only
18
after all previously issued Bonds outstanding at the date of the adoption of such
modification shall cease to be outstanding.
17. That concurrently with the delivery of the Bonds,if Bonds are issued for the purpose
of refunding any Refunded Obligations, the Chief Financial Officer/Director of Financial
Management Services of the City shall cause to be deposited with a designated escrow agent an
amount sufficient to provide for the refunding of the Refunded Obligations in accordance with
Chapter 1207. This deposit shall be made from the proceeds from the sale of the Bonds and other
available moneys of the City, all as described in the letter of instructions referred to in Section 10 of
this Ordinance. For this purpose, the City Council authorizes the City Manager, the Chief Financial
Officer/Director of Financial Management Services of the City or any Assistant City Manager and
the City Secretary to execute the Escrow Agreement, in substantially the form and substance
attached to this Ordinance as Exhibit C. If required by law, the City shall not execute the Escrow
Agreement unless the designated escrow agent either has confirmed to the Chief Financial
Officer/Director of Financial Management Services of the City that it has made disclosure filings to
the Texas Ethics Commission in accordance with Section 2252.908, Texas Government Code or is
exempt from making a disclosure filing under Section 2252.908(c)(4), Texas Government Code.
Within thirty (30) days of receipt of the disclosure filings from the designated escrow agent, the City
will acknowledge such disclosure filing in accordance with the rules of the Texas Ethics
Commission.
18. That the City Council determines that, subject to the delivery of Bonds for the purpose
of refunding Refunded Obligations, the Refunded Obligations to be refunded shall be called for
redemption at the redemption price of par plus accrued interest to the date fixed for redemption, on
the redemption date set forth in the Official Statement, all in accordance with the applicable
provisions of the proceedings authorizing the issuance of the Refunded Obligations. The City
Manager or his designee shall take such actions necessary to cause the required notice of redemption
to be given in accordance with the terms of the proceedings for the Refunded Obligations so called
for redemption.
19. That for all purposes of this Ordinance, unless the context requires otherwise, all
references to designated Sections and other subdivisions are to the Sections and other subdivisions
of this Ordinance. The words "herein", "hereof' and "hereunder" and other words of similar
import refer to this Ordinance as a whole and not to any particular Section or other subdivision.
Except where the context otherwise requires, terms defined in this Ordinance to impart the singular
number shall be considered to include the plural number and vice versa. References to any named
person shall mean that party and its successors and assigns. References to an officer or designated
position (e.g., City Manager) include any person acting in the capacity of such officer or designated
position, whether on an acting, interim or permanent basis. References to any constitutional,
statutory or regulatory provision means such provision as it exists on the date this Ordinance is
adopted by the City and any future amendments thereto or successor provisions thereof. Any
reference to the payment of principal in this Ordinance shall be deemed to include the payment of
any mandatory sinking fund redemption payments as described herein. Any reference to "FORM
OF BOND" shall refer to the form of the Bonds set forth in Exhibit A to this Ordinance. The titles
and headings of the Sections and subsections of this Ordinance have been inserted for convenience
of reference only and are not to be considered a part hereof and shall not in any way modify or
restrict any of the terms or provisions hereof. The findings set forth in the preamble to this
Ordinance are hereby incorporated into the body of this Ordinance and made a part hereof for all
purposes.
19
20. That all ordinances and resolutions or parts thereof in conflict herewith are hereby
repealed.
21. That, in accordance with the provisions of Section 1201.028, Texas Government Code,
this Ordinance shall be effective immediately upon its adoption by the City Council.
[Execution Page Follows]
20
22. That it is hereby officially found and determined that the meeting at which this
Ordinance was passed was open to the public, and public notice of the time, place and purpose of
said meeting was given, all as required by Chapter 551,Texas Government Code.
ADOPTED AND EFFECTIVE April 12,2022.
Mayo ,City of Fort Worth,Texas
ATTEST:
ty Secretary,
ity of For Worth,Texas (SEAL)
APPROVED AS TO FORM AND LEGALITY:
0
�.r •......... •' �'
In rim City Attorney, U/Ayof Fort orth,Texas
Signawr Page—Ordinance Aathorgrng Issuance of General Purpose Refandrng Bonds,Taxable Series 2022
21
SCHEDULE I
CITY OF FORT WORTH, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF
OBLIGATION, SERIES 2013A, all certificates maturing on March 1 in each of the years 2024 through 2030, and on
March 1,2033,in the aggregate principal amount of$21,050,000.Redemption Price:par plus accrued interest to the date
of redemption;Redemption Date:March 1,2023.
CITY OF FORT WORTH, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF
OBLIGATION, SERIES 2013C, all certificates maturing on March 1 in each of the years 2024 through 2034, in the
aggregate principal amount of $10,075,000. Redemption Price: par plus accrued interest to the date of redemption;
Redemption Date:March 1,2023.
CITY OF FORT WORTH, TEXAS GENERAL PURPOSE REFUNDING AND IMPROVEMENT BONDS,
SERIES 2013,all bonds maturing on March 1 in each of the years 2024 through 2033,in the aggregate principal amount
of$5,650,000.Redemption Price:par plus accrued interest to the date of redemption;Redemption Date:March 1,2023.
Schedule I
EXHIBIT A
This FORM OF BOND may be revised as provided in Section 2 of this
Ordinance to conform to the terms of the sale of the Bonds.
FORM OF BOND
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT,DENTON,WISE, PARKER AND JOHNSON
CITY OF FORT WORTH,TEXAS
GENERAL PURPOSE REFUNDING BOND, TAXABLE SERIES 2022
MATURITY DATE INTEREST RATE DELIVERY DATE CUSIP
% 52022
Registered Owner:
Principal Amount: Dollars
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH,
TEXAS (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to
the Registered Owner set forth above, or registered assigns (either being hereinafter called the
"registered owner") the principal amount set forth above, and interest thereon from the Delivery
Date specified above, to the maturity date specified above, or the date of its redemption prior to
scheduled maturity, at the rate of interest per annum specified above, with said interest being
payable on 1, 202_, and semiannually on each 1 and 1 thereafter; except
that if the Paying Agent/Registrar's Authentication Certificate appearing on the face of this Bond is
dated later than 1, 202_, such interest is payable semiannually on each March 1 and
September 1 following such date. Interest on this Bond shall be calculated on the basis of a 360-day
year consisting of twelve 30-day months.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or
redemption prior to maturity at the designated corporate trust office in Dallas, Texas (the
"Designated Payment Office"), of BOKF, NA,which is the "Paying Agent/Registrar" for this Bond.
The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the registered
owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the close of
business on the 15th day of the month next preceding such interest payment date by check, dated as
of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from,
funds of the Issuer required to be on deposit with the Paying Agent/Registrar for such purpose as
hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United States
mail, first-class postage prepaid, on each such interest payment date, to the registered owner hereof
at its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as
hereinafter described. Any accrued interest due at maturity or upon redemption of this Bond prior
to maturity as provided herein shall be paid to the registered owner upon presentation and surrender
A-1
of this Bond for redemption and payment at the Designated Payment Office of the Paying
Agent/Registrar.
IN THE EVENT OF A NON-PAYMENT of interest on a scheduled payment date, and
for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received from the Issuer. Notice of the Special Record Date and of the scheduled payment
date of the past due interest ("Special Payment Date", which shall be 15 days after the Special
Record Date) shall be sent at least five business days prior to the Special Record Date by United
States mail, first class postage prepaid, to the address of each registered owner of a Bond appearing
on the registration books of the Paying Agent/Registrar at the close of business on the last business
day next preceding the date of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City of Fort Worth or
the city where the Designated Payment Office of the Paying Agent/Registrar is located are
authorized by law or executive order to close, then the date for such payment shall be the next
succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking
institutions are authorized to close; and payment on such date shall have the same force and effect
as if made on the original date payment was due. Notwithstanding the foregoing, during any period
in which ownership of the Bonds is determined only by a book entry at a securities depository for
the Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be
made in accordance with existing arrangements between the Issuer and the securities depository.
THE ISSUER COVENANTS with the registered owner of this Bond that no later than
each principal payment and/or interest payment date for this Bond it will make available to the
Paying Agent/Registrar from the Interest and Redemption Fund as defined by the ordinance
authorizing the Bonds (the "Ordinance") the amounts required to provide for the payment, in
immediately available funds, of all principal of and interest on the Bonds,when due.
THIS BOND is one of a Series of Bonds of like tenor and effect except as to number,
principal amount, interest rate, maturity and option of redemption, dated 2022,
authorized in accordance with the Constitution and laws of the State of Texas in the principal
amount of$ for the following purposes, to-wit, to refund the Refunded Obligations; and
to pay the costs incurred in connection with the issuance of the Bonds.
ON MARCH 1, 203_, or on any date thereafter, the Bonds of this Series maturing on March
1, 203_ and thereafter may be redeemed prior to their scheduled maturities, at the option of the
Issuer, in whole, or in part, at par and accrued interest to the date fixed for redemption. The years
of maturity of the Bonds called for redemption at the option of the Issuer prior to their stated
maturity shall be selected by the Issuer. The Bonds or portions thereof redeemed within a maturity
shall be selected by lot or other method by the Paying Agent/Registrar; provided, that during any
period in which ownership of the Bonds is determined only by a book entry at a securities
depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same
interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate
shall be selected in accordance with the arrangements between the Issuer and the securities
depository.
NOTICE OF any such redemption of Bonds shall be given in the following manner, to-wit,
a written notice of such redemption shall be given to the registered owner of each Bond or a portion
thereof being called for redemption at least 30 days prior to the date fixed for such redemption by
A-2
depositing such notice in the United States mail, first-class postage prepaid, addressed to each such
registered owner at his address shown on the Registration Books of the Paying Agent/Registrar.
Any notice so mailed shall be conclusively presumed to have been duly given notwithstanding
whether one or more registered owners may have failed to have received such notice. By the date
fixed for any such redemption due provision shall be made by the Issuer with the Paying
Agent/Registrar for the payment of the required redemption price for this Bond or the portion
hereof which is to be so redeemed, plus accrued interest thereon to the date fixed for redemption.
If such notice of redemption is given, and if due provision for such payment is made, all as provided
above, this Bond, or the portion hereof which is to be so redeemed, thereby automatically shall be
redeemed prior to its scheduled maturity, and shall not bear interest after the date fined for its
redemption, and shall not be regarded as being outstanding except for the right of the registered
owner to receive the redemption price plus accrued interest to the date fixed for redemption from
the Paying Agent/Registrar out of the funds provided for such payment. The Paying
Agent/Registrar shall record in the Registration Books all such redemptions of principal of this
Bond or any portion hereof. If a portion of any Bond shall be redeemed a substitute Bond or
Bonds having the same maturity date, bearing interest at the same rate, in any denomination or
denominations in any integral multiple of $5,000 (an "Authorized Denomination"), at the written
request of the registered owner, and in aggregate principal amount equal to the unredeemed portion
thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the
expense of the Issuer, all as provided in the Ordinance. The Bonds or portions thereof redeemed
within a maturity shall be selected by lot or other customary random method selected by the Paying
Agent/Registrar in accordance with any requirements of a securities depository, if applicable
(provided that a portion of a Bond may be redeemed only in any denomination or denominations in
any Authorized Denomination).
THE FOREGOING PARAGRAPH NOTWITHSTANDING, with respect to any
optional redemption of the Bonds, unless certain prerequisites to such optional redemption required
by the Ordinance have been met and money sufficient to pay the principal of, premium, if any, and
interest on the Bonds to be redeemed will have been received by the Paying Agent/Registrar prior
to giving such notice, such notice may state that the optional redemption will, at the option of the
City, be conditional upon the satisfaction of such prerequisites and receipt of such money by the
Paying Agent/Registrar on or prior to the date fixed for such redemption or upon any prerequisite
set forth in the notice of redemption. If a conditional notice of redemption is given and such
prerequisites to the redemption are not satisfied, such notice will be of no force and effect, the City
will not redeem such Bonds and the Paying Agent/Registrar will give notice in the manner in which
the notice of redemption was given, to the effect that such Bonds will not be redeemed.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without
interest coupons, in any Authorized Denomination. As provided in the Ordinance, this Bond, or
any unredeemed portion hereof, may, at the request of the registered owner or the assignee or
assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of
fully registered bonds, without interest coupons, payable to the appropriate registered owner,
assignee, or assignees, as the case may be, having the same maturity date, and bearing interest at the
same rate, in any Authorized Denomination as requested in writing by the appropriate registered
owner, assignee, or assignees, as the case may be, upon surrender of this Bond to the Paying
Agent/Registrar at its Designated Payment Office for cancellation, all in accordance with the form
and procedures set forth in the Ordinance. Among other requirements for such assignment and
transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with
proper instruments of assignment, in form and with guarantee of signatures satisfactory to the
Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in
any Authorized Denomination to the assignee or assignees in whose name or names this Bond or
A-3
any such portion or portions hereof is or are to be transferred and registered. The Form of
Assignment printed or endorsed on this Bond may be executed by the registered owner to evidence
the assignment hereof, but such method is not exclusive, and other instruments of assignment
satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or
any portion or portions hereof from time to time by the registered owner. The one requesting such
exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges
for exchanging any Bond or portion thereof The foregoing notwithstanding, in the case of the
exchange of a portion of a Bond which has been redeemed prior to maturity, as provided herein,
and in the case of the exchange of an assigned and transferred Bond or Bonds or any portion or
portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer. In
any circumstance, any taxes or governmental charges required to be paid with respect thereto shall
be paid by the one requesting such assignment, transfer, or exchange as a condition precedent to the
exercise of such privilege. In any circumstance, neither the Issuer nor the Paying Agent/Registrar
shall be required (1) to make any transfer or exchange during a period beginning at the opening of
business 30 days before the day of the first mailing of a notice of redemption of bonds and ending at
the close of business on the day of such mailing, or (2) to transfer or exchange any Bonds so
selected for redemption when such redemption is scheduled to occur within 30 calendar days.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of providing notice, holding,
delivering or transferring this Bond shall be modified to require the appropriate person or entity to
meet the requirements of the securities depository as to registering or transferring the book entry to
produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it
promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause
written notice thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the
series of which it is a part, is duly authorized by law; that all acts, conditions and things required to
be done precedent to and in the issuance of this series of bonds, and of this Bond, have been
properly done and performed and have happened in regular and due time, form and manner as
required by law; that sufficient and proper provision for the levy and collection of taxes has been
made, which, when collected, shall be appropriated exclusively to the payment of this Bond and the
series of which it is a part; and that the total indebtedness of said City of Fort Worth, Texas,
including the entire series of bonds of which this is one, does not exceed any constitutional,
statutory or charter limitation.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms
and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the
official minutes and records of the governing body of the Issuer, and agrees that the terms and
provisions of this Bond and the Ordinance constitute a contract between each registered owner
hereof and the Issuer.
A-4
IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile
signature of the Mayor, attested with the manual or facsimile signature of the City Secretary, and
approved as to form and legality with the manual or facsimile signature of the Interim City Attorney,
and the official seal of the Issuer has been duly affixed to, or impressed, or placed in facsimile, on
this Bond.
CITY OF FORT WORTH,TEXAS
By
Mayor,
City of Fort Worth,Texas
ATTEST:
City Secretary,
City of Fort Worth,Texas
APPROVED AS TO FORM AND LEGALITY:
(SEAL)
Interim City Attorney,
City of Fort Worth,Texas
A-5
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the proceedings
adopted by the Issuer as described in the text of this Bond; and that this Bond has been issued in
conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds
of an issue which originally was approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts of the State of Texas.
Dated: BOKF, NA,
Paying Agent/Registrar
By
Authorized Representative
A-6
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address,including zip code of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to register the transfer of the within Bond on the books kept for registration thereof, with
full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a NOTICE: The signature above must correspond
member firm of the New York Stock Exchange with the name of the Registered Owner as it
or a commercial bank or trust company. appears upon the front of this Bond in every
particular, without alteration or enlargement or
any change whatsoever.
A-7
*FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO
THE BONDS UPOIN INITIAL DELIVERY THEREOF
OFFICE OF COMPTROLLER
REGISTER NO.
STATE OF TEXAS
I hereby certify that this Bond has been examined, certified as to validity, and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
WITNESS MY HAND and seal of office at Austin,Texas
Comptroller of Public Accounts of the
State of Texas
(SEAL)
A-s
The Initial Bond shall be in the form set forth above' except that the form of the single fully
registered Initial Bond shall be modified as follows-
(i) immediately under the name of the bond the headings "Maturity Date", "Interest
Rate", "Delivery Date" and "CUSIP" shall be omitted; and
(ii) Paragraph one shall read as follows:
Registered Owner:
Principal Amount: Million Dollars
Delivery Date: 32022
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH,
TEXAS (the "Issuer") promises to pay to the Registered Owner named above, or the registered
assigns thereof, the Principal Amount hereinabove stated on March I in each of the years and in
principal installments in accordance with the following schedule:
MaL16ty Principal Amount ($1 Interest Rate (%)
and to pay interest thereon from the delivery date specified above, on 1, 202_, and
semiannually on each 1 and 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.
A-9
Exhibit B
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 12 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified below:
The City has agreed to update annually financial information and operating data with respect
to the City of the general type included in the official statement for the Bonds as set forth in tables 1
through 6,inclusive, and 8 through 15, inclusive, contained in such official statement, and Appendix
B to such official statement, "Excerpts from the Annual Financial Report of the City of Fort
Worth, Texas". The above-described financial information and operating data with respect to the
City is hereby incorporated by reference, and in Section 12 of this Ordinance the City has agreed to
annually update such financial information and operating data in accordance with Rule 15c2-12,
promulgated by the United States Securities and Exchange Commission.
Accounting Principles
The accounting principles referred to in Section 12 of this Ordinance are the accounting
principles described in the notes to the annual financial report referred to above.
B-1
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 April 12,
2022, and the Ordinance Authorizing the Issuance of General Purpose Refunding Bonds, Taxable
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.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of
Fort Worth,this 19�4day of April 2022.
�-�
?ttyecretary of the
f Fort Worth,Texas
(SEAL)
XAS