HomeMy WebLinkAboutOrdinance 26091-04-2023ORDINANCE NO . 26091-04-2023
PROVIDING FOR THE ISSUANCE OF CITY OF FORT WORTH, TEXAS
GENERAL PURPOSE BONDS, SERIES 2023, IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $180,000,000; ESTABLISHING
PARAMETERS WITH RESPECT TO THE SALE OF THE BONDS;
DELEGATING TO DESIGNATED cnY OFFICIALS T HE AUTHORITY TO
EFFECT THE SALE OF THE BONDS; ENACTING OTHER PROVISIONS
RELATING TO THE SUBJECT; AND DECLARING AN IMMEDIATE
EFFECTIVE DA TE
WHEREAS, the City of Fort Worth, Texas (the "City " or the "Is suer"), is a "home-rule" ci ty
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 with outstanding long-term indebtedness that is rated by a nationally-recognized rating
agency for municipal securities in one of the four highest rating categories for a long -term
obligation;and
WHEREAS, it is deemed advisable and in the best interest of the City that certain general
purpose bonds authorized at elections previously held in the City on May 5, 2018 (t he "2018
Election") and May 7, 2022 (the "2022 Election") be combined in a single issue and sold at this
time, the date of election, amount of bonds authorized thereat, purpose, amount of bonds
previously sold, and the amount now to be sold being as follows:
DATE OF AMOUNT ,\MOUNT AMOUNT
ELECT!OO t.UlllQll.lZl;;L) l1.l.BEQSE f!UJ;~Q1!SI Y SQI,.j;l• t:l~ Ql'El;;IlEI:l
May 5, 2018 S 261,630,080 Street and Ped. Mobility S 207,400,000 s 54,230,080
May 5, 20 18 84,180,600 Park & Recreation 66,165,000 18,0 15,600
May 5, 2018 9,868,500 Libra ry System 5,000,000 4,868,500
May 5, 2018 11,975,820 Fire Safrty 9,000,000 2,975,820
May 5, 2018 13,770,000 Animal Ca re & Shelter 13,700,000 0
May 5, 2018 18,075,000 Police Sta tion 15,000,000 3,075,000
May 7, 202 2 369,218,300 Street and Ped. Mobility 0 68,774,000
May 7, 2022 123,955,500 Park & Recreat ion 0 11,270,500
May 7, 2022 12,505,200 Lib rary System 0 712,500
May 7, 2022 39,321,000 Police and Fire 0 4,8 43 ,000
May 7, 2022 -AQ00.000 Open Space 0
TOTAL $ 959,500,000 $ 316,335,000 $ I 68,765,000
*Includes Premium
WHEREAS, the bonds hereinafter authorized to fund the projects hereinafter described are
to be issued and delivered pursuant to the laws of the State of Texas, including specifically
Chapter 1331, Texas Government Code ("Chapter 1331") and Chapter 1371, Texas Government
Code ("Chapter 1371 "); and
WHEREAS, because of fluctuating conditions in the municipal bond market, the City
Council delegates to the City Manager and the Chief Financial Officer/Director of Financial
Management Services of the City, individually, but not collectively (eac h, a "Pricing Officer"), the
authority to effect the sale of the bonds authorized by this Ordinance, subject to the parameters
de scribed 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 Bonds, Series 2023"
(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 $180,000,000, for the
purpose of (i) constructing [(a) street and pedestrian mobility improvements (2018 E lection and
2022 Election), (b) park, recreation and community center facilities (2018 Election and 2022
Election), (c) library improvements (2018 Election and 2022 Election), (d) police and fire safety and
facility improvements (2018 Election and 2022 Election), (e) animal care and control improvements
(2018 Election) and (f) open space improvements (2022 Election)], and (ii) paying the costs of
issuance associated with the issuance of the Bonds. The Bonds are authorized pursuant to
Chapter 1331, Chapter 1371 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
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, 2043, payable serially or otherwise
on the dates, in the years and in the principal amounts, and dated, all as set forth (i) in the bidding
instructions prepared in connection with the sale of the Bonds (the "Bidding Instructions") and the
bid form to be submitted by bidders seeking to purchase the Bonds (the "Official Bid Form"), 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 City Council hereby affirmatively waives the
provision in its "Financial Management Policy Statements -Chapter V -Debt" specifying that the
average life of general obligation bonds issued by the City will be no greater than approximately ten
and one half years. 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 as 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 th~ registration by the Comptroller, as further provided in the
FORM OF BOND .
(b)(i) Method of Sale. As authorized by Chapter 1371, 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 title by which any series of Bonds shall be known, the
aggregate principal amount, if any, to be issued for the purposes described in clause (i) of Section 1
of this Ordinance, and the aggregate principal amount of Bonds, if any, to be issued for the
purposes described in clause (ii) of Section 1 of this Ordinance. 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
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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, if any, to be sold for the purposes described in clause (i) of Section 1 of this Ordinance, the
aggregate principal amount of the Bonds, if any, to be sold for the purposes described in clause (ii)
of Section 1 of this Ordinance, 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 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 -Underwriting. 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
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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).
(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, if any, for
the purpose set forth in clause (i) of Section 1 of this Ordinance, the aggregate principal amount of
the Bonds to be sold, if any, for the purpose set forth in clause (ii) of Section 1 of this Ordinance,
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, 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
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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 City Council authorizes the City Manager and the Chief Financial Officer/Director
of Financial Management Service s of the City to provide for and oversee the preparation of a
preliminary and final official statement in connection with the issuance of the Bonds, and to approve
the preliminary and final official statement and deem the preliminary official statement final, and to
provide it to the initial purchasers of the Bonds, in compliance with the Rule. The final Official
Statement in the form and content approved by a Pricing Officer shall be deemed to be approved by
the City Council and constitute the Official Statement authorized for distribution to and use by the
initial purchasers of the Bonds.
(d) A Pricing Officer shall not execute the Official Bid Form or a Bond Purchase
Agreement unless (1) the Bonds bear a rating at a level such that the Bonds satisfy the requirements
of Chapter 13 71 to constitute "obligations", as such term is defined in Chapter 1371 , and (2) 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 it either (i) has made disclosure filings to the Texas Ethics Commission in
accordance with Section 2252.908, Texas Government Code or (ii) 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 is suance and sale of the Bonds shall have the same force
and effect as a finding or determination made by the City Council.
(e) 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. In connection with the sale of the Bonds, a rating on the Bonds in one of the four
highest generic rating categories shall be obtained from a nationally recognized rating agency for
municipal securities. The authority delegated to the Pricing Officer to effect the sale of the Bonds
expires at the close of business on September 30, 2023 .
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 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 sale in connection with
a competitive sale, or to the extent provided in the Bond Purchase Agreement, executed in
connection with a negotiated sale.
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(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 sale 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
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
6.00% 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/Regi strar 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
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be transferred in the Registration Books only upon presentation and surrender of such Bond to the
Paying Agent/Registrar for transfer of registration and cancellation, together with proper written
instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing the assignment of such Bond, or any portion thereof in any Authorized
Denomination, to the assignee or assignees thereof, and the right of such assignee or assignees to
have such Bond or any such portion thereof registered in the name of such assignee or assignees.
Upon the assignment and transfer of any Bond or any portion thereof, a new substitute Bond or
Bonds shall be issued in exchange therefor in the manner herein provided.
(b) The entity in whose name any Bond shall be registered in the Registration Books at any
time shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether such
Bond shall be overdue, and the City and the Paying Agent/Registrar shall not be affected by any
notice to the contrary; and payment of, or on account of, the principal of, premium, if any, and
interest on any such Bond shall be made only to such registered owner. All such payments shall be
valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or
sums so paid.
(c) The City hereby further appoints the Paying Agent/Registrar to act as the paying agent
for paying the principal of and interest on the Bonds, and to act as its agent to exchange or replace
Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of
all payments made by the City and the Paying Agent/Registrar with respect to the Bonds, and of all
exchanges thereof, and all replacements thereof, as provided in this Ordinance.
( d) Each Bond may be exchanged for fully registered bonds in the manner set forth herein.
Each Bond issued and delivered pursuant to this Ordinance, to the extent of the unredeemed
principal amount thereof, may, upon surrender thereof at the Designated Payment Office of the
Paying Agent/Registrar, together with a written request therefor duly executed by the registered
owner or the assignee or assignees thereof, or its or their duly authorized attorneys or 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
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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 df 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.
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(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
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 Series
2023 General Purpose 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
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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 oeing 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
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 and 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
and 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 constitqte a contractual obligation of the City whether the
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lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be
entitled to all the benefits of this Ordinance equally and proportionately with any and all other
Bonds duly issued under this Ordinance.
(e) In accordance with Chapter 1206, Texas Government Code, this Section of this
Ordinance shall constitute authority for the issuance of any such replacement bond without
necessity of further action by the governing body of the City or any other body or person, and the
duty of the replacement of such bonds is hereby authorized and imposed upon the Paying
Agent/Registrar, subject to the conditions imposed by this Section 8 of this Ordinance, and the
Paying Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with
the effect, as provided in Section S(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
Comptroller's Registration Certificate accompanying the Bonds, and the seal of said Comptroller
shall be impressed, or placed in facsimile, on each such certificate . The City Council hereby
authorizes the payment of the fee of the Office of the Attorney General of the State of Texas for
the examination of the proceedings relating to the issuance of the Bonds, in the amount determined
in accordance with the provisions of Section 1202.004, Texas Government Code.
10. That the proceeds from the sale of the Bonds shall be used in the manner described in a
letter of instructions executed by or on behalf of the City, provided, that proceeds representing
accrued interest on the Bonds shall be deposited to the credit of the Interest and Redemption Fund
and proceeds representing premium on the Bonds shall be used in a manner consistent with the
provisions of Section 1201.042(d), Texas Government Code.
11. (a) Federal Income Tax Covenants . That the City covenants to take any action to assure, or
refrain from any action which would adversely affect, the treatment of the Bonds as obligations
described in section 103 of the Code), the interest on which is not includable in the "gross income"
of the holder for purposes of federal income taxation. In furtherance thereof, the City covenants as
follows:
(i) to take any action to assure that no more than 10 percent of the proceeds of
the Bonds or the projects financed or refinanced therewith ~ess amounts deposited to a
reserve fund, if any) are used for any "private business use", as defined in section 141(6)(6)
of the Code or, if more than 10 percent of the proceeds are so used, that amounts, whether
or not received by the City, with respect to such private business use, do not, under the
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terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or
provide for the payment of more than 10 percent of the debt service on the Bonds, in
contravention of section 141(b)(2) of the Code;
(ii) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed therewith ~ess amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" which is "related" and not
"disproportionate", within the meaning of section 141 (b)(3) of the Code, to the
governmental use;
(iii) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds ~ess amounts deposited into a reserve
fund, if any) is directly or indirectly used to finance loans to persons, other than state or local
governmental units, in contravention of section 141(c) of the Code;
(iv) to refrain from taking any action which would otherwise result in the Bonds
being treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(v) to refrain from taking any action that would result in the Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(vi) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Bonds, other than investment property acquired
with--
(A) proceeds of the Bonds invested for a reasonable temporary period
until such proceeds are needed for the purpose for which the Bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-l(b) of the Treasury Regulations (as used in this
Ordinance, "Treasury Regulations" means all applicable temporary, proposed and
final regulations promulgated under the Code or promulgated under the Internal
Revenue Code of 1954, to the extent applicable to the Code), and
(C) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Bonds;
(vii) to otherwise restrict the use of the proceeds of the Bonds or amounts treated
as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage);
(viii) to refrain from using the proceeds of the Bonds or the proceeds of any prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the
Bonds in contravention of section 149(d) of the Code (relating to advance refundings); and
(ix) to pay to the United States of America at least once during each five-year
period (beginning on the delivery date of the Bonds) an amount that is at least equal to 90
percent of the "Excess Earnings", within the meaning of section 148(£) of the Code and to
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pay to the United States of America, not later than 60 days after the Bonds have been paid in
full, 100 percent of the amount then required to be paid as a result of Excess Earnings under
section 148 (£) of the Code.
For purposes of the foregoing clauses (i) and (ii) above, the City understands that the term
"proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case
of a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended
prior to the date of the issuance of the Bonds . It is the understanding of the City that the covenants
contained herein are intended to assure compliance with the Code and any regulations or rulings
promulgated by the U.S. Department of the Treasury pursuant thereto . In the event that regulations
or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable
to the Bonds, the City will not be required to comply with any covenant contained herein to the
extent that such failure to comply, in the opinion of nationally-recognized bond counsel, will not
adversely affect the exemption from federal income taxation of interest on the Bonds under section
103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose
additional requirements which are applicable to the Bonds, the City agrees to comply with the
additional requirements to the extent necessary, in the opinion of nationally-recognized bond
counsel, to preserve the exemption from federal income taxation of interest on the Bonds under
section 103 of the Code. In furtherance of the foregoing, each of the Mayor, the City Manager, any
Assistant City Manager, and the Chief Financial Officer/Director of Financial Management Services
of the City may execute any certificates or other reports required by the Code and to make such
elections, on behalf of the City, which may be permitted by the Code as are consistent with the
purpose for the issuance of the Bonds.
In order to facilitate compliance with the above clause (ix), a "Rebate Fund" may be
established by the City for the sole benefit of the United States of America, and such Rebate Fund
shall not be subject to the claim of any other person, including without limitation the registered
owners of the Bonds. The Rebate Fund would be established for the additional purpose of
compliance with section 148 of the Code.
(b ) A/location of, and Limitation on, Expenditures for the Prqject. That the City covenants to
account for the expenditure of proceeds from the sale of the Bonds and any investment earnings
thereon to be used for the purposes described in clause (ii) of Section 1 of this Ordinance ( each such
purpose referred to herein and in subsection (b) of this Section as a "Project") on its books and
records by allocating proceeds to expenditures within 18 months of the later of the date that (a) the
expenditure on a Project is made or (b) each such Project is completed. The foregoing
notwithstanding, the City shall not expend such proceeds or investment earnings more than 60 days
after the later of (a) the fifth anniversary of the delivery date of the Bonds or (b) the date the Bonds
are retired, unless the City obtains an opinion of nationally-recognized bond counsel substantially to
the effect that such expenditure will not adversely affect the tax-exempt status of the Bonds.
(c) Disposition of Prqject. The City covenants that the property financed or refinanced with the
proceeds of the Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt
by the City of cash or other compensation, unless the City obtains an opinion of nationally-
recognized bond counsel substantially to the effect that such sale or other disposition will not
adversely affect the tax-exempt status of the Bonds. For purposes of this Section, the portion of
the property comprising personal property and disposed of in the ordinary course of business shall
not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes
of this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion
of nationally-recognized bond counsel to the effect that such failure to comply will not adversely
affect the excludability for federal income tax purposes from gross income of the interest.
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(d) Written Pro cedures . Until superseded by another action of the City, the written procedures
to ensure compliance with the covenants contained herein regarding private busines s use, remedial
actions, arbitrage and rebate approved b y the City on September 13, 2022, apply to the issuance of
the Bonds, and are incorporated by reference into this Ordinance.
12. That if the Bonds are sold by public offering, and are subject to the Rule , the following
provisions shall apply, unless modified by the Pricing Officer in the Pricing Certificate:
(a) Definitions. That, as used in this Section, the following terms shall have the meanings
asc ribed to such terms below:
"Busin ess D qy" means a day other than a Saturday, Sunday, a legal holiday, or a day on
which banking institutions are authorized by law or executive order to close in the City or
the city where the Designated Payment Office of the Paying Agent/Registrar is located .
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 1Sc2-12, as amended from time to time.
"SEC' means the United States Securities and Exchange Commission.
(b) Annual &ports. (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 fir st fiscal yea r in which Bonds are is sued,
financial information and operating d ata with respect to the City of the general type described in
Exhibit B hereto, and (2) if not provided as part of the financial information and operating data,
annual financial statements of the City, when and if available. Any financial statements so to be
provided shall be (1) prepared in accordance with the accounting principles described in Exhibit B
hereto, or such other accounting principles as the City may be required to employ from time to time
pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such
statements and the audit is completed within twelve months after the end of each fiscal year ending
in or after 2023 . 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 de scribed 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 (a nd of the date
of the new fiscal year end) prior to the next date by which the City o therwise 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, 1r1 a timely m anner not in excess of ten Business Days after the
o ccurrence of the event:
1. Principal and interest payment delinquencies;
2 . Non-payment related defaults, if material;
14
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
affect security holders, if material; and
16. Default, event of acceleration, termination event, modification of terms, or
other similar event under the terms of a Financial Obligation of the
Obligated Person, and which reflect financial difficulties.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide financial
information or operating data in accordance with subsection (b) of this Section by the time required
by subsection (b).
As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or similar
event" means the appointment of a receiver, fiscal agent or similar officer for the City in a
proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in
which a court or governmental authority has assumed jurisdiction over substantially all of the assets
or business of the City, or if jurisdiction has been assumed by leaving the City Council and officials
or officers of the City in possession but subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a plan of reorganization, arrangement
or liquidation by a court or governmental authority having supervision or jurisdiction over
substantially all of the assets or business of the City.
As used in clauses 15 and 16 above, the term "Financial Obligation" means: (i) a debt
obligation; (ii) a derivative instrument entered into in connection with, or pledged as security or a
source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii),
however, the term Financial Obligation shall not include Municipal Securities as to which a final
official statement has been provided to the MSRB consistent with the Rule; the term "Municipal
Securities" means securities which are direct obligations of, or obligations guaranteed as to principal
or interest by, a state or any political subdivision thereof, or any agency or instrumentality of a state
15
or any political subdivision thereof, or any municipal corporate instrumentality of one or more states
and any other Municipal Securities described by Section 3(a)(29) of the Securities Exchange Act of
1934, as the same may be amended from time to time; and the term "Obligated Person" means the
City.
( d) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to observe and
perform the covenants specified in this Section for so long as, but only for so long as, the City
remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that
the City in any event will give notice of any deposit made in accordance with this Ordinance or
applicable law that causes any Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other information that may be relevant or material to a complete presentation of the City's financial
results, condition, or prospects or to update any information provided in accordance with this
Section or otherwise, except as expressly provided herein. The City does not make any
representation or warranty concerning such information or its usefulness to a decision to invest in or
sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT
OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
(iv) A default by the City in observing or performing its obligations under this Section shall
not comprise a breach of or default under this Ordinance for purposes of 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 (suc h 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
16
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
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) Defiased 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
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reinvestment, of sufficient money to provide for such payment, and when proper arrangements h ave
been made by the City with the Paying Agent/Registrar for the payment of its services until all
Defease d Bonds shall have become due and paya ble. 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 Defease d 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 Deftasance Securities. Any moneys so deposited with the Paying
Agent/Registrar may at the written direction of the City be invested in Defeasance Securities,
maturing in the amounts and times as hereinbefore set forth. Any Future Escrow Agreement
pursuant to which the money and/ or Defeasance Securities are held for the payment of Def eased
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 b y the Paying Agent/Registrar which is not required for the payment of the Defeased
Bonds, with respect to which such money has been so deposited, shall be remitted to the City or
deposited as directed in writing by the City, and upon receipt of an opinion of nationally-recognized
bond counsel that such transfer is permitted under state law.
(c) Deftasan ce Securities Defined. The term "Defeasance Securities" means (i) direct,
noncallable obligations of the United States of America, including obligations that are
unconditionally guaranteed by the United States of America and (ii) noncallable obligations of an
agency or instrumentality of the United States of America, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality, and that, on the date of the
purchase thereof, are rated as to investment quality by a nationally recognized investment rating firm
not less than AAA or its equivalent.
(d) Pqying Agent/fugistrar 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 efBondsfor Deftasan ce. 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 ef 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
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(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.
(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
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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
pursuant to suc h 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.
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(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
after all previously issued Bonds outstanding at the date of the adoption of such
modification shall cease to be outstanding.
17. That interest earnings derived from the investment of proceeds from the sale of the
Bonds may be used along with other available Bond proceeds for the construction of the permanent
improvements set forth in clause (ii) of Section 1 hereof for which the Bonds are issued or for the
payment of debt service on the Bonds; provided, that after completion of such permanent
improvements, if any of such interest earnings remain on hand, such interest earnings shall be
deposited in the Interest and Redemption Fund.
18. 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 de signated
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
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this Ordinance are hereby incorporated into the body of this Ordinance and made a part hereof for
all purposes.
19. That all ordinances and resolutions or parts thereof in conflict herewith are hereby
repealed.
20. That on September 29, 2022, the City established a commercial paper program (the
"CP Program") to provide interim and/ or short-term financing of various capital projects approved
at elections held by the City, including the 2018 Election and 2022 Election, and other lawful
purposes. Under the CP Program, the City is authorized to issue its General Purpose Notes, Series
ECP (the "Notes"), to be outstanding at any one time and from time to time in an aggregate
principal amount not to exceed $300,000,000, with such Notes to be secured by and payable from ad
valorem taxes levied within the limits prescribed by law. Notes issued under the CP Program will be
counted against the applicable voted authority set forth in the voter authorization table in the
preamble of this Ordinance, and City staff will prepare, maintain and update such voter
authorization table to monitor and account for the projects for which Notes are issued. As of the
date hereof, the City has not issued any Notes under the CP Program.
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}
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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 11, 2023.
ATTEST:
(SEAL)
APPROVED AS TO FORM AND LEGALITY:
Signature Page-Ordinance Authorizjng Issuance of General Purpose Bo11ds, S eries 2023
23
NO.
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
$ __
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT, D ENTON, WISE, PARI<ERAND JOHNSON
CITY OF FORT WORTH, TEXAS
MATURITY DATE
GENERAL PURPOSE BOND, SERIES 2023
INTEREST RA TE
%
DELIVERY DATE
___ ,2023
CUSIP
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 ___ 1 and
___ 1 fo ll owing 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"), ofBOKF, 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 h ereof 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 p ayment date, drawn by the Paying Agent/Registrar on, and paya ble 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
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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 availab le 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 -----:, 2023,
authorized in accordance with the Constitution and laws of the State of Texas in the principal
amount of $ ____ for the purpose of (i) constructing [(a) street and pedestrian mobility
improvements (2018 Election and 2022 Election), (b) park, recreation and community center
facilities (2018 Election and 2022 Election), (c) library improvements (2018 E lection and 2022
Election), (d) police and fire safety and facility improvements (2018 Election and 2022 Election), (e)
animal care and control improvements (2018 Election) and (f) open space improvements (2022
Election)], and (ii) paying the costs of issuance associated 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.
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NOTICE OF any such redemption of Bonds shall be given in the following manner, to -wit,
a written notice of such redemption shall be given to the registered owner of each Bond or a portion
thereof being called for redemption at least 30 days prior to the date fixed for such redemption by
depositing such notice in the United States mail, first-class postage prepaid, addressed to each such
registered owner at his address shown on the Registration Books of the Paying Agent/Registrar.
Any notice so mailed shall be conclusively presumed to have been duly given notwithstanding
whether one or more registered owners may have failed to have received such notice. By the date
fixed for any such redemption due provision shall be made by the Issuer with the Paying
Agent/Registrar for the payment of the required redemption price for this Bond or the portion
hereof which is to be so redeemed, plus accrued interest thereon to the date fixed for redemption.
If such notice of redemption is given, and if due provision for such payment is made, all as provided
above, this Bond, or the portion hereof which is to be so redeemed, thereby automatically shall be
redeemed prior to its scheduled maturity, and shall not bear interest after the date fixed for its
redemption, and shall not be regarded as being outstanding except for the right of the registered
owner to receive the redemption price plus accrued interest to the date fixed for redemption from
the Paying Agent/Registrar out of the funds provided for such payment. The Paying
Agent/Registrar shall record in the Registration Books all such redemptions of principal of this
Bond or any portion hereof. If a portion of any Bond shall be redeemed a substitute Bond or
Bonds having the same maturity date, bearing interest at the same rate, in any denomination or
denominations in any integral multiple of $5,000 (an "Authorized Denomination"), at the written
request of the registered owner, and in aggregate principal amount equal to the unredeemed portion
thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the
expense of the Issuer, all as provided in the Ordinance. The Bonds or portions thereof redeemed
within a maturity shall be selected by lot or other customary random method selected by the Paying
Agent/Registrar in accordance with any requirements of a securities depository, if applicable
(provided that a portion of a Bond may be redeemed only in any denomination or denominations in
any Authorized Denomination).
THE FOREGOING PARAGRAPH NOTWITHSTANDING, with respect to any
optional redemption of the Bonds, unless certain prerequisites to such optional redemption required
by the Ordinance have been met and money sufficient to pay the principal of, premium, if any, and
interest on the Bonds to be redeemed will have been received by the Paying Agent/Registrar prior
to giving such notice, such notice may state that the optional redemption will, at the option of the
City, be conditional upon the satisfaction of such prerequisites and receipt of such money by the
Paying Agent/Registrar on or prior to the date fixed for such redemption or upon any prerequisite
set forth in the notice of redemption. If a conditional notice of redemption is given and such
prerequisites to the redemption are not satisfied, such notice will be of no force and effect, the City
will not redeem such Bonds and the Paying Agent/Registrar will give notice in the manner in which
the notice of redemption was given, to the effect that such Bonds will not be redeemed.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, 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
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transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with
proper instruments of assignment, in form and with guarantee of signatures satisfactory to the
Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in
any Authorized Denomination to the assignee or assignees in whose name or names this Bond or
any such portion or portions hereof is or are to be transferred and registered. The Form of
Assignment printed or endorsed on this Bond may be executed by the registered owner to evidence
the assignment hereof, but such method is not exclusive, and other instruments of assignment
satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or
any portion or portions hereof from time to time by the registered owner. The one requesting such
exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges
for exchanging any Bond or portion thereof. The foregoing notwithstanding, in the case of the
exchange of a portion of a Bond which has been redeemed prior to maturity, as provided herein,
and in the case of the exchange of an assigned and transferred Bond or Bonds or any portion or
portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer. In
any circumstance, any taxes or governmental charges required to be paid with respect thereto shall
be paid by the one requesting such assignment, transfer, or exchange as a condition precedent to the
exercise of such privilege. In any circumstance, neither the Issuer nor the Paying Agent/Registrar
shall be required (1) to make any transfer or exchange during a period beginning at the opening of
business 30 days before the day of the first mailing of a notice of redemption of bonds and ending at
the close of business on the day of such mailing, or (2) to transfer or exchange any Bonds so
selected for redemption when such redemption is scheduled to occur within 30 calendar days.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of providing notice, holding,
delivering or transferring this Bond shall be modified to require the appropriate person or entity to
meet the requirements of the securities depository as to registering or transferring the book entry to
produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it
promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause
written notice thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the
series of which it is a part, is duly authorized by law; that the bonds issued for the permanent
improvements heretofore described were approved by a vote of the resident, qualified electors of
the City of Fort Worth, Texas, voting at elections held for that purpose within the City on May 5,
2018 and May 7, 2022; 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)
City Attorney, City of Fort Worth, Texas
A-5
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PA YING 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 a.nd
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 RECENED, 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
member firm of the New York Stock Exchange
or a commercial bank or trust company.
NOTICE: The signature above must correspond
with the name of the Registered Owner as it
appears upon the front of this Bond in every
particular, without alteration or enlargement or
any change whatsoever.
A-7
*FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO
THE BONDS UPON INITIAL DELIVERY THEREOF
OFFICE OF COMPTROLLER
STATE OF TEXAS
REGISTER NO. ___ _
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.
(SEAL)
WITNESS MY HAND and seal of office at Austin, Texas __________ _
A-8
Comptroller of Public Accounts of the
State of Texas
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: ____ , 2023
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH,
TEXAS (the "Issuer") promises to pay to the Registered Owner named above, or the registered
assigns thereof, the Principal Amount hereinabove stated on March 1 in each of the years and in
principal installments in accordance with the following schedule:
Maturity Principal Amount ($) 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 updafe such financial information and operating data in accordance with Rule
1Sc2-12, 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 11
2023, and the Ordinance Authorizing the Issuance of General Purpose Bonds, Series 2023, which
was duly passed at said meeting, and that said copy is a true and correct copy of said excerpt and the
whole of said ordinance.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of
Fort Worth, this_ day of April 2023.
r Secretary of the
of Fort Worth, Texas
(SEAL)
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 04/11/23 M&C FILE NUMBER: M&C 23-0252
LOG NAME: 13GENERAL PURPOSE BONDS SERIES 2023
SUBJECT
(ALL) Adopt Ordinance Authorizing Issuance and Sale of City of Fort Worth , Texas General Purpose Bonds , Series 2023 , in an Aggregate
Principal Amount Not to Exceed $180,000,000.00 ; Establishing Parameters with Respect to Sale of the Bonds; Delegating Authority to Effect
Sale of the Bonds by Competitive Bid or Negotiated Sale ; Authorizing Escrow and Other Related Agreements ; and Enacting Related Provisions ;
Adopt Appropriation Ordinance and Amend Fiscal Year 2023 Adopted Budget
RECOMMENDATION:
It is recommended that the City Council :
1. Adopt the attached ordinance , which (i) authorizes the issuance of City of Fort Worth , Texas General Purpose Bonds, Series 2023, in an
aggregate principal amount not to exceed $180,000,000 .00, for the purpose of funding projects within the 2018 bond program , funding
projects within the 2022 bond program , and paying the costs of issuance for the bonds ; (ii) delegates to designated City officials authority to
effect sale of the bonds by competitive bid or negotiated sale as determined most advantageous based on current market conditions -
subject to certain parameters as set forth in the ordinance ; (iii) authorizes execution of all related documents; (iv) provides for levy ,
assessment, and collection of a property tax sufficient to pay the interest on and principal of the bonds if other revenues are not otherwise
available and appropriated for those payments ; and (v) enacts other provisions related thereto ;
2. Adopt the attached appropriation ordinance increasing receipts and appropriations in the General Debt Service Fund in the amount of
$11 ,835 ,000.00, subject to the sale of bonds and receipt of proceeds , for the purpose of paying cost of issuance , with such amount subject
to reduction to conform to final figures reflected in bond closing documents; and
3. Amend the Fiscal Year 2023 Adopted Budget.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to take actions associated with issuance and sale of tax-exempt Series 2023
General Purpose Bonds and appropriation of proceeds . This action will provide additional funding as part of the 2018 Bond Program Capital
Improvement Program as well as provide funding as part of the 2022 Bond Program Capital Improvement Program .
Adoption of the attached bond ordinance approves the issuance and sale of $83 ,165,000 .00 in "new money" bonds from the 2018 Bond Program
for the purpose of constructing streets and public mobility improvements; park and recreation improvements ; library system improvements ; fire
safety improvements; and police facility improvements , with the remaining balance of the proceeds to be used to pay cost of issuance .
The role of the current bond offering in the overall 2018 Bond Program is shown as follows :
Date of Amount
Authorized Purpose
$261,630 ,080.00 Streets and Mobility
Amount Previous!
Sold
Amount Now
Offered
Unissued
Balance
$0
$0
$0
•----•-••-•-.--•--••m• •
Because the City Council previously expressed the intent for the City to reimburse itself (Ordinance No. 23209-05-2018) and appropriated funds to
provide interim financing for the 2018 Bond Program beginning with M&C G-19306 (Ordinance 23263-06-2018), no appropriation ordinance is
needed for the new money part of this bond transaction.
In addition to authorizing issuance of bonds for the 2018 Bond Program , the adoption of the attached bond ordinance also approves the issuance
and sale of $85,000,000.00 in "new money" bonds from the 2022 Bond Program for the purpose of constructing streets and public mobility
improvements; park and recreation improvements ; library system improvements; and police and fire public safety facilities , with the remaining
balance of the proceeds to be used to pay cost of issuance .
The role of the current bond offering in the overall 2022 Bond Program is shown as follows :
Purpose Amount Previously Amount Now
Sold Offered
ts and Mobility $68 ,774 ,000
and Recreation
c Lib_~_!Y__
ic Safety
$0 $0 $15 ,000 ,000
$0 $85 ,000 ,000 $475,000 ,000
Because the City Council previously expressed the intent for the City to reimburse itself (Ordinance No. 25515-05-2022) and appropriated funds to
provide interim financing for the 2022 Bond Program beginning with the inception of the extendable commercial paper program (ECP) approved
by M&C 22-0607 (Ordinance 25675-08-2022), no appropriation ordinance is needed for the new money part of th is bond transaction. To date no
ECP notes have been issued for any 2022 bond program projects .
Staff anticipates that these bonds be sold through a competitive bid sale . However , to provide maximum flexibility to address ever-changing
market conditions , the attached ordinances authorizes the City Manager or the Chief F inancial Officer to conduct either a competitive or
negotiated sale and to approve the terms of the sale so long as those terms come within the parameters set forth in the Council-adopted
ordinance . Key parameters include : Bonds must be rated in one of the four highest generic rating categories (BBB or higher); the maximum
maturity is March 1 , 2043 ; maximum true interest cost of 6 .00%; and maximum net effective interest rate , calculated per chapter 1204 of the
Government Code , is 15.00%.
Rating agency calls with Moody's and S&P will be conducted prior to the sale of the bonds . Ratings are anticipated to be rece ived the week of
May 1, 2023 . Bids for the sale of the bonds are scheduled to be submitted on May 10 , 2023. Subsequent to accepting the best bid and awarding
the sale of the bonds , the City will seek approval of the debt transactions from the Texas Attorney General with an estimated closing date of June 8,
2023 .
The attached appropriation ordinance reflects the maximum appropriation amount for bond proceeds for each of the identified purposes. The
ordinance 's structure accommodates variables associated with sale of debt under delegated authority such as the uncerta in final interest rate to
be achieved and the possibility of a prem ium or discount being associated with the sale of the bonds. To the extent numbers at closing are less
than those reflected in the ordinance , the available appropriation amount will be reduced as needed to reflect final figures based on the closing
documents to ensure appropriations do not exceed actuals.
The action in this M&C will amend the Fiscal Year 2023 Adopted Budget as approved in connection with Ordinance 25773-09-2022 , Section 3.
Debt Service Funds , as listed on page 12 as follows :
Fund / Department
FY2023 Adopted Budget Budget Adjustment Revised FY2023 Budget
Budget Category
General Debt Service Fund
Revenues
Property Tax $138 ,508 ,506 .00 $138 ,508 ,506 .00
Use of Money and Property $3 ,450 ,000 .00 $3,450 ,000.00
Transfer from CCPD $2 ,655 ,560 .00 $2 ,655 ,560 .00
Transfer from TIRZ #14 Trinity Lakes $1 ,324 ,950 .00 $1 ,324 ,950 .00
Proceeds from series 2023 General Purpose bonds $11 ,835 ,000.00 $11 ,835 ,000 .00
Total Revenues $145 ,939,016.00 $11,835 ,000.00 $157 ,774,016.00
Expenditures
Financial Management Services (Debt Obligation) $145 ,939 ,016 .00 $11 ,835 ,000 .00 $157 ,774 ,016 .00
Total Expenditures $145,939 ,016.00 $11,835 ,000.00 $157,774,016.00
A Form 1295 is not requ ired because: Th is M&C does not request approval of a contract with a business entity.
FISCAL INFORMATION I CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and adoption of the attached ordinances , the sale of the tax-
exempt Series 2023 General Purpose Bonds will occur as required under the parameters set forth therein , that funds will be available in the
General Debt Service Funds as appropriated , and will be available to repay the debt when due and payable .
Submitted for City Manager's Office by: Reginald Zeno 8517
Originating Business Unit Head: Reginald Zeno 8517
Additional Information Contact: Anthony Rousseau 8338