HomeMy WebLinkAboutOrdinance 17325-12-2006ORDINANCE NO. 17325-12-200G
PROVIDING FOR THE ISSUANCE OF FIFTY MILLION DOLLARS
050,000,000) OF THE GENERAL PURPOSE BONDS, SERIES 2007, OF THE
CITY OF FORT WORTH, TEXAS, BEARING INTEREST AT THE RATES
HEREINAFTER SET FORTH, AND PROVIDING FOR THE LEVY,
ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO I'AY THE
INTEREST ON SAID BONDS AND TO CREATEA SINKING FUND FORTI-IE
REDEMPTION THEREOF AT MATURITY; AND ORDAINING OTHER
MATTERS RELATED THERETO
WHEREAS, it is deemed advisable and in the best interest of the City of Fort Worth (the
"City" or the "Issuer"} that certain general purpose bonds authorized at elections previously held in said
City lee combined in a single issue and sold at this time, the dates of election, amount of bonds
authorized thereat, purpose, amount of bonds previously sold, and the amount now to be sold being
as foIlows:
DATE flE AMOUNT AMOUNT AMOUNT
ELECTION AUTHORIZED PURPOSE PREVFOUSLY SOLE NOW OFFERED
May 22, 1 982 $ 77,285,000 Street Impravements 577,056,000 S -0-
March 22, 19 86 16,65D,OOD Park & Rec. Improvements 16,697,000 -0-
F'ebruary 7, 2004 232,906,000 Street Improvements -0- 50,660,000
E'ebruary 7, 2004 1,195,006 Communicatian Services -0- -D-
February 7, 2004 21,6I5,000 Park & Rec. Improvements -0- -D-
Eebruary 7, 2004 12,635,000 Eire Safety Improvements -0- -D-~
February 7, 2004 665,600 Public Health Improvements -0- -0-
Eebruary 7, 2004 4,490,000 Library Improvements -0- -0-~
S 367,435,000 S93,S97,000 550,000,000
WHEREAS, the bands hereinafter authorized to fund the pra}ects hereinafter described axe
to be issued and delivered pursuant to the laws of the State of Texas, including specifically Chapter
1331, Texas Governrrlent Code; and
WHEREAS, it is dee~~ned advisable and to the best interest of the City that the bonds to be sold
pursuant to the aforesaid elections be sold at this ticlle, pursuant to the laws of the State of Texas.
NOW, THEREFORE, SE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH, TEXAS:
1. That the bond or bonds of the City of Fort Worth, Texas (the "City" or the "Issuer") to be
called "General Purpose Bonds, Series 2007" (the "Bonds" or the "Series 2007 Bonds"), be issued under
and by virtue of the Constitution and Laws of the State of Texas and the Charter of the City in the
aggregate principal amount of Fifty Million Dollars 050,000,000) for the purpose of () constructing
permanent street and storm sewer improvements and (ii) paying the costs of issuance associated with
the issuance of the Series 2007 Bonds.
2. That the Series 2007 Bonds shall be dated January 1, 2007, shall be in the denomination of
$5,000 each, or any integral multiple thereof, shall be numbered consecutively from R-1 upward, and
shall mature on March 1, 2027. The Series 2007 Bonds are term bonds.
3. (a) That the City reserves the right to redeem the Series 2007 T3onds maturing on or after
March 1, 2018, in whole or in part, on March 1, 2017, or on any date thereafter, for the principal
amount thereof plus accrued 'interest thereon to the date fixed for redemption. The years of maturity
of the Series 2407 Bonds called for redemption at the option ofthe City prior to stated tz~aturity shall
be selected by the City. The Series 2007 Bonds or portions thereof redeemed within a maturity shall
be selected by lot or other method by the Paying Agent/Registrar (hereinafter defined);~ravided, that
during any period in which ownership of the Bonds is determined only by a boob entry at a securities
depository for the Series 2007 Bonds, if fewer than all of the Series 2007 Bonds of the same maturity
and bearing the same interest rate are to be redeemed, the particular Series 2007 Bonds of such maturity
and bearing such interest rate shall be selected in accordance with the arrangements between the City
and the securities depository.
(b} The Series 2007 Bonds shall be subgect to mandatory sinl~ing fund redemption, in the
manner provided in the FORM OF BOND.
{c) At least 30 days prior to the date fixed for any such redemption the City shall cause (i) a
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written notice of such redemption to be deposited in the United States mail, first-class postage prepaid,
addressed to each such registered owner at his address shown an the Registration Books (kiereinafter
defined) of the Paying Agent/Registrar and {ii) notice of such redemption either to be published one
{l) time in nr posted electronically on the website of a Financial journal or publication of general
circulation in the United States of America or the State of Texas carrying as a regular Feature notices
ofmunicipal bonds called for redemption;~rovided, haaa~euer, that the failure to send, mail, or receive such
notice described in {i) above, nr any defect therein nr in the sending nr mailing thereof, shall not affect
the validity or effectiveness of the proceedings fnr the redemption of any Series 2007 Bond, and it is
hereby specifically provided that the provision of notice described in (ii) above shall be the only notice
actually required in connection with or as a prerequisite to tlae redemption of any Series 2007 Bonds.
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 Series 2007 Bonds or the
portions thereof which are to be so redeemed, plus accrued interest thereon to the date fried For
redemption. IF such notice of redemption is given, andifdue provision far such payment is made, all
as provided above, the Series 2007 Bonds or the portions thereofwhich 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 Series
2007 Bonds or any portion thereof: If a portion of any Series 2007 Bond shall be redeemed a
substitute Series 2007 Sand or Series 2007 Bonds having the same maturity date, bearing interest at the
same rate, in any denomination or denominations in any integral multiple of X5,000, at the written
request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion
thereof, will 17e issued to the registered owner upon the surrender thereof for cancellation, at the
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expense of the City, all as provided in this Ordinance. ~n addition to the foregoing, the City shall cause
the Paying Agent/Registrar to give notice of any such redemption in the manner set forth in Section
5(h) hereof: The failure to cause such notice to be given, however, or any defect therein, shall not
affect the validity or effectiveness of such redemption.
4. That the Series 2007 Bands shall bear interest at the rate of 4.48% per annum. Said interest
shall be payable to the registered ovrner of any such Series 2007 Bond in the :manner provided and on
the dates stated in the FORM OF BOND.
5. (a) That the City shall keep or cause to be kept at the designated corporate trust office in
1:~ort Worth, Texas (the "Designated Trust Offzce") of Wells Fargo Bank, National Association (the
"Paying Agent/Registrar"), or such other bank, trust company, financial institution, or other agency
named in accordancewith the provisions of (~ below, books or records of the registration and transfer
of the Series 2007 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 Paying Agent/Registrar
may prescribe; and the PayingAgent/Registrar shall make such transfers and registrations as herein pro-
vided. l.t shall be the duty of the Paying Agent/Registrar to obtain frorzz the registered owner and
record in the Registration Books the address ofsuch registered owner of each bond to which payments
with respect to the Series 2007 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 c~nfi-
dential and, unless otherwise required by law, shall not permit their inspection by any other entity.
Registration of each Series 2007 Band may be transferred in the Registration Books only upon
presentation and surrender of such bond to the PayingAgent/Registrar for transfer of registration and
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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
partion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and the right of
such assignee or assignees to have such bond or any such partion thereof registered in the Warne of
such assignee ar assignees. Upan the assignment and transfer of any Series 2007 Bond car any portion
thereof, a new substitute band or bonds shall be issued in exchange therefor in the manner herein
provided.
(b) The entity in whose name any Series 2007 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 or not 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 af, the principal af, 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 sat€sfy and discharge the liability upon such bond to the extent of the sum
ar 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 an the Series 2007 Bonds, and to act as its agent to exchange or
replace Series 2007 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
Series 2007 Bonds, and of all exchanges thereof, and all replacements thereof, as provided in this
Ordinance.
(d) Each Series 2007 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 Trust Office of the Paying
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Agent/Registrar, together with a written request therefor duly executed by the registered owner or the
assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee
of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such
assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons,
in the form prescribed in the FORM OF BOND, in the denomination of X5,000, or any integral
multiple thereof (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 Series
2007 Bond or Series 2007 Bonds so surrendered, and payable to the appropriate registered owner,
assignee, ar assignees, as the case maybe. Tf a portion of any Series 2007 Bond shall be redeemed prior
to its scheduled maturity as provided herein, a substitute bond or bonds having the sarn.e maturity date,
bearing interest at the same rate, in the denomination or denominations of any integral multiple of
$5,000 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. Tf any Series 2007 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 Series 2007
Bonds as provided herein, and each fu11y registered bond or bonds delivered in exchange for or re-
placement ofany Series 2007 Bond or portion thereof as permitted or required by any provision of this
Ordinance shall constitute one of the Series 2007 Bonds for all purposes of this Ordinance, and may
again be exchanged or replaced. Tt is specifically provided, however, that any Series 2007 Bond
delivered in exchange for or replacement of another Series 2007 Bond prior to the f£rst scheduled
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interest payment date on the Series 2007 Bonds (as stated on the face tliereo~ shall be dated the same
date as such Series 2007 Bond, but each substitute band so delivered on ar after such First scheduled
interest payment date shall be dated as of the interest payment date preceding the date on which such
substitute bond is delivered, unless such substitute bond is delivered on an interest payment date, in
which case it shall be dated as of such date of delivery; provided, however, that ifat the time of delivery
ofany substitute bond the interest an the bond forwhich 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 band issued in exchange for or replacement of any Series 2007 Bond or Series 2007 Bonds
issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication
Certificate, in the form hereinafter set Earth in the IrORM Ol~ 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 band shall be deemed to be issued or outstanding
unless the Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Series 2007
Bonds surrendered far 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 Series 2007 Bond or portion hereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute bands in the
manner prescribed herein. Pursuant to Chapter 1206, Texas Government Cade, the duty of exchange
or replacement of any Series 2007 Bond as aforesaid is hereby imposed upon the Paying
Agent/Registrar, and, upon the execution ofthe Authentication Certificate, the exchanged ar replaced
bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the
Series 2007 Bonds which originally were delivered pursuant to this Ordinance, approved by the
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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, ar 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
redezx~ptian 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 Series 2007 Bonds issued in exchange or replacement of any other Series 2007 Bond or
portion thereof, (i} shall be issued in fully registered form, without interest coupons, with the principal
of and interest on such Series 2007 Bands to be payable only to the registered owners thereof, (ii) may
be redeemed prior to their scheduled maturities, (iii) maybe transferred and assigned, (iv} maybe ex-
changed Ear other Series 2007 Bands, (v) shall have the characteristics, (vi) shall be signed and sealed,
and (vii) the principal of and interest on the Series 2007 Bonds shall be payable, all as provided, and in
the manner required or indicated, in the FORM OF BOND.
(~ The City shall pay the Paying Agent/Registrar's reasonable and customary fees and charges
for making transfers of Series 2007 Bonds, but the registered nwner of any Series 2007 Bond requesting
such transfer shall pay any taxes ar other governmental charges required to be paid with respect
thereto. The registered owner of any Series 2007 Bond requesting any exchange shall pay the Paying
Agent/Registrar's reasonable and standard or customary fees and charges for exchanging any such bond
ar 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 ar any portion or portions
thereof in any integral multiple of X5,000, and in the case of the exchange of the unredeemed portion
of a Series 2007 Bond which has been redeemed in part prior to maturity, as provided in this
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Ordinance, such fees and charges will be paid by the City. ~n addition, the City hereby covenants with
the registered owners of the Series 2007 Bonds that it will (i} pay the reasonable and standard ar
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 Series 2007 Bonds, when due, and (ii) pay the fees and charges
of the Paying Agent/Registrar for services with respect to the transfer or registration of Series 2007
Bonds solely to the extent above provided, and with respect to the exchange of Series 2007 Bonds
solely to the extent above provided.
(~ The City covenants with the registered owners of the Series 2007 Bonds that at all times
while the Series 2007 Bonds are outstanding the City wilt 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 Series 2007 Bonds under this Ordinance, and that the Paying Agent/Registrar
will be one entity. The City reserves the right ta, and may, at its option, change the Paying
Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar. In the event
that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or
other method) should resign or otherwise cease to act as such, the City covenants that promptly it will
appoint a competent and legally qualified national or state banking institution which shall be a
corporation organized and doing business under the laws of the United States of America or of any
state, authorized under such laws to exercise trust powers, subject to supervision ar 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 thereo~, alongwith all other pertinent books and records relating to the
Series 2007 Bonds, to the new Paying Agent/Registrar designated and appointed by the City. Upon
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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 Series 2007 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} (i} Tn addition to the manner of providing notice of redemption of Series 2007 Bonds as
set forth in this Ordinance, the Paying Agent/Registrar shall give notice of redemption of Series 2007
Bonds by United States mail, first-class postage prepaid, at least thirty (30} days prior to a redemption
date to each NRMSTR (as defined in Section T4 hereof) and the SID (as defined in Section 1~ hereof).
In addition, in the event of a redemption caused by an advance refunding of the Series 2007 Bands,
the Paying Agent/Registrar shall send a second notice of redemption to the persons specified in the
immediately preceding sentence at least thirty (30} days but not more than ninety (90} days prior to the
actual redemption date. Any notice sent to the NRMSIRs ar the SID shall be sent so that they are
received at least two (2} days prior to the general mailing or publication date of such notice. The Paying
Agent/Registrar shall also send a notice of prepayment or redemption to the owner of any Series 2007
Bond who has nat sent the Series 2007 Bonds in for redemption sixty (60) days after the redemption
date. (ii} Each redemption notice, whether required in the FORM OF BOND or otherwise by
this Ordinance, sha11 contain a description of the Series 2007 Bonds to be redeemed, including the
complete name of the Series 2007 Bonds, the series, the date of issue, the interest rate, the maturity
date, the CUSTP number, if any, the amounts called ofeach certificate, the publication and mailing date
for the notice, the date of redemption, the redemption price, the name of the Paying Agent/Registrar
and the address at which the Series 2007 Sond may be redeemed, including a contact person and
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telephone nuzx~ber.
(iii) All redemption payments made by the Paying Agent/Registrar to the registered owners
of the Series 2007 Bonds shall include CUSTP numbers relating to each amount paid to such registered
owner.
6. That the form of all Series 2007 Bonds, including the form of the Comptroller's Registration
Certificate to accompany the Series 2007 Bonds on the initial delivery thereof, the form of the
Authentication Certificate, and the Farm of Assignment to be printed on each of the Series 2007
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. Upon
the delivery of the Series 2007 Bonds to the Purchaser (as defined in Section 10 of this Ordinance), the
Paying Agent/Registrar shall complete the "Date of Delivery" on each of the Series 2007 Bands.
7. {a) That a special fund or account, to be designated the "City of Fort Worth, Texas Series
2007 General Purpose $ond~ Tnterest and Redemption Fund" (the "Tnterest and Redemption Fund")
is hereby created and shall be established and maintained by the City. The Tnterest 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 Series 2007 Bonds. All taxes levied and collected
for and on account of the Series 2007 Bonds shall be deposited, as collected, to the credit of the
Tnterest and Redemption Fund. During each year while any of the Series 2007 Bonds is outstanding
and unpaid, the City Council of the City shall compute and ascertain the rate and amount of ad valorem
tax, based on the latest approved tax rolls of the City, with full allowances being made for tax
delinquencies and costs of tax collections, which will be sufficient to raise and produce the money
required to pay the interest on the Series 2007 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 Series 2007 Bonds as such principal matures, but never less than 2% of the outstanding principal
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amount of the Series 2007 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 Series 200'7 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 anal principal of the Series 2007 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. There shall be appropriated from the General fund of the
City for deposit into the Interest and Redemption l:~und moneys as maybe necessary to pay the first
scheduled interest payments on the Series 2007 Bonds.
(b) Chapter 1208, Texas Government Code, applies to the issuance of the Series 2007 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 Series 2007
Bonds are outstanding and unpaid such that the pledge of ad valorem taxes made by the City under
Section 7(a) of this Ordinance is to be subject to the filing requirements of Chapter 9, Texas Business
& Commerce Code, then in order to preserve to the registered owners of the Series 2007 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 pravisions of Chapter 9,
Texas Business & Commerce Code and enable a filing to perfect the security interest in said pledge to
occur.
8. {a} That in the event any outstanding Series 2007 Bond is damaged, mutilated, lost, stolen,
or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new band
of the same principal amount, maturity, and interest rate, as the damaged, mutilated, Post, stolen, or
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destroyed Series 2007 Brand, in replacement for such Series 2007 Bond in the manner hereinafter pro-
vided.
(b} Application for replacement of damaged, mutilated, lost, stolen, or destroyed Series 2007
Bonds shall be made to the Paying Agent/Registrar. Tn every case of loss, theft, or destruction of a
Series 2007 Bond, the applicant far a replacement bond shall furnish to the City and to the Paying
Agent/Registrar such security or indemnity as may lac required by them to save each of them harmless
from any loss ar damage with respect thereto. Also, in every case of loss, theft, or destruction of a
Series 2007 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 Series 2007 Bond, as the case maybe. Tn
every case of damage or rnutilatian of a Series 2007 Sand, the applicant shall surrender to the Paying
Agent/Registrar for cancellation the Series 2007 Band so darr~aged or mutilated.
(c) Notwithstandingthe foregaingprovisions of this Section, in the event any such Series 2007
Bond shall have matured, and no default has occurred which is then continuing u3 the payment of the
principal of, redemption premium, if any, or interest an the Series 2007 Bond, the City map authorize
the payment of the same (without surrender thereof except in the case ofa damaged or mutilated Series
2007 Sand) instead of issuing a replacement Series 2007 Bond, provided security or indemnity is fur-
nished as above provided in this Section.
(d) Prior to the issuance of any replacezx~ent bond, the Paying Agent/Registrar shall charge the
owner of such Series 2007 Bond with all legal, printing, and other expenses in connection therewith.
Every replacement band issued pursuant to the provisions of this Section by virtue of the fact that any
Series 2007 Band is lost, stolen, ar destroyed shall constitute a contractual obligation of the City
whether or not the lost, stolen, or destroyed Series 2007 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
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proportionately with any and all other Series 2007 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, atad the duty of the replacement
of such bonds is hereby authorized and impaled upon. the Paying Agent/Registrar, subject to the
conditions unposed by this Section $ of this Ordinance, and the Paying Agent/Registrar shall
authenticate and deliver such bonds in the form and manner and with the effect, as provided in Section
5(d) of this Ordinance for Series 2007 Bonds issued in exchange for other Series 2007 Bonds.
9. That the Mayor, the City Secretary, the City Manager, any Assistant City Manager or the
Chief p'inancial Officer of the City, and all other officers, exx~ployees, and agents of the City, and each
of them, shall be and they are hereby expressly authorized, empowered, a.nd directed from time to tune
and at any time to do and perform all such acts and things and to execute, acknowledge, ar~d deliver
in the name and under the seal and on behalf of the City all such instruments, whether or not herein
mentioned, as may be necessary or desirable in order to catty aut the terms and provisions of this
Ordinance or the Series 2007 Bonds. 1n case any officer whose signature appears on any Series 2007
Bond shall cease to be such officer before the delivery of such Series 2007 Band, such signature shall
nevertheless be valid and sufficient far all purposes the satx~e 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 Series 2007 Bands and all necessary records and proceedings pertaining to the Series
2007 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 ofPublic Accounts of the State
of Texas. Upon registration of the Series 2047 Bonds, said Comptroller of Public Accounts (or a
deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registra-
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Lion Certificate accornpa.nying the Series 2007 Bands, 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 Series 2007 Bonds, in the amount determined in
accordance with the provisions of Section 1202.004, Texas Government Code.
10. (a) That the sale of the Series 2007 Bonds to JPMorgan Chase Bank, National Association
(the "Purchaser"), at the purchase price set forth in the hereinafter defined Purchase Agreement, is
hereby authorized, ratified and confirmed. It is hereby officially found, determined and declared that
the Series 2007 Bonds were sold at terms that were the most advantageous reasonably obtained.
(b} The Series 2007 Bonds are to be sold to the Purchaser pursuant to the terms of a Purchase
Agreement between the City and the Purchaser (the "Purchase Agreeix~ent"}, in substantially the form
attached to this Ordinance as Exhibit B. The City Manager is authorized to execute the Purchase
Agreement on behalf of the City.
11. That the Issuer covenants to tape any action to assure, or refrain from any action which
would adversely affect, the treatment of the Series 2007 Bonds as obligations described in section 103
of the Internal Revenue Code of 1986 (the "Code"), the interest on which is not includable in the
"gross income" of the holder fnr purposes of federal income taxation. In furtherance thereof, the
Issuer covenants as follows:
(a) to take any action to assure that nn more than 10 percent of the proceeds of
the Series 2007 Bonds or the projects financed therewith (less amounts deposited to a reserve
fund, if any) are used for any "private business use," as defined in section 141(b)(6} ofthe Code
or, if mare than 10 percent of the proceeds are so used, that amounts, whether or not received
by the Issuer, with respect to such private business use, do not, under the terms of this
Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the
payment of mare than 10 percent of the debt service on the Series 2007 Bonds, in contra-
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ventian of section 14~(b)(2) of the Code;
(b} to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds 5 percent of the proceeds of the Series 2007 Bonds
or the prosects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used fora "private business use" which is "related" and not
"disproportionate," within the meaning of section 141(b) (3) ofthe Cade, to the governmental
use;
(c) to take any action to assure that no amount which is greater than the lesser of
X5,000,000, or 5 percent of the proceeds of the Series 2007 Bonds (less amounts deposited into
a reserve fund, if any) is directly or indirectly used to finance loans to persons; other than state
or local governmental units, in contravention of section 141(c} of the Code;
(d} to refrain. from taking any action which would otherwise result in the Series
2007 Bands being treated as "private activity bonds" within the meaning of section 141 (b) of
the Code;
(e) to refrain frain taking any action that would result in the Series 2007 Bonds
being "federally guaranteed" within the meaning of section 149(b) ofthe Code;
(f} to refrain from using any portion of the proceeds of the Series 2007 Bands,
directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to
acquire investment property (as defined in section ~4$(b)(2) of the Code) which produces a
materially higher yield over the term of the Series 2007 Bonds, other than investment property
acquired with --
(1) proceeds of the Series 2007 Bonds invested For a reasonable temporary
period of 3 years or less until such proceeds are needed for the purpose for which the
bonds are issued,
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(2) amounts invested in a bona fide debt service fund, within the meaning
of section 7.,1.48-1{b) of the Treasury Regulations, and
(3} amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Series 2007 Bonds;
(g) to otherwise restriet the use of the proceeds of the Series 2007 Bonds or
amounts treated as proceeds of the Series 2007 Bonds, as maybe necessary, so that the Series
2007 Bonds do not otherwise contravene the requirements ofsection 148 ofthe Code (relating
to arbitrage) and, to the extent applicable, section 149(4) of the Code (relating to advance
refundings}; and
(h} to pay to the United States of America at least once during each five-year period
{beginning an the date of delivery of the Series 2007 Bands} an amount that is at least equal to
90 percent of the "Excess Earnings",within the meaning of section 148(f) of the Code and to
pay to the United States of America, not later than 60 days after the Series 2007 Bonds have
been paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 1480 of the Cade.
For purposes of the foregoing clauses (a) and {b) above, the Issuer 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 Bands. It is the understanding of the Issuer that the covenants
contained herein are intended to assure compliance with the Code and any regulations or rulings
promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations
or rulings are hereafter promulgated which modify or expand provisions of the Cade, as applicable to
the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent
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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 Bands under section 103 of the
Cade. Tn the event that regulations or rulings are hereafter promulgated which impose additional
requirements which are applicable to the Bonds, the Issuer agrees to comply with the additional
requirements to the extent necessary, in the opinion ofnationally-recognized bond counsel, to preserve
the exemption from federal income taxation of interest on the Bonds under section 7.03 of the Code.
Tn furtherance of the foregoing, each of the Mayor, the City Manager, any Assistant City Manager, and
the Chief Financial 4ffscer of the City may execute any certificates or other reports required by the
Code and to mare such elections, an 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 (h), a "Rebate 1=~und" is hereby
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 is established far the additional purpose of compliance with section 148
of the Cade.
12. That the Issuer covenants to account for the expenditure of proceeds from the sale of the
Series 2007 Bonds and any investment earnings thereon to be used for the purposes described in clause
(i) of Section 1 of this Ordinance (each such purpose referred to herein and Section 13 hereof 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 an a Project is made or (b) each such Project is completed.
The foregoingnotwithstanding, the Tssuer shall not expend such proceeds or investment earnings more
than 60 days after the later of {a) the fifth anniversary of the date of delivery of the Series 2007 Bonds
or (b} the date the Series 2007 Bonds are retired, unless the Issuer obtains an opinion of nationally-
recognized bond counsel substantially to the effect that such expenditure wi11 not adversely affect the
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tax-exempt status of the Series 2007 Bonds.
13. That the Issuer covenants that the property constituting a Project will not be sold ar
otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation,
unless the Issuer obtains an opinion of nationally-recognized bond counsel substantially to the effect
that such sale or other disposition will not adversely affect the tax-exempt status of the Series 2007
Bonds. p'ar purposes of this Section, the portion of the property comprising personal property and
disposed of in the ordinary course of business skzall not be treated as a transaction resulting in the
receipt of cash ar other compensation. l~or purposes of this Section, the Issuer 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.
I4. (a} .p~nitions. That as used in this Section, the following terms have the meanings ascribed
to such terms below:
"MAC' means the Municipal Advisory Council of Texas.
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning of the Rule from
time to time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC' means the United States Securities and Exchange Commission.
"SID" means any person designated by the State ofTexas or an authorized department,
off~~er, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time.
(b) Annual Reports. (i} The City shall provide annually to each NRNISIR and any SID, within
six months after the end ofeach fiscal year endingin or after 2007, financial information and operating
data with respect to the City of the general type described in Exhibit C hereto. Any financial
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statements so to be provided shall be (1) prepared in accordance with the accounting principles
described in Exhibit C hereto, or such other accounting principles as the City may be required to
employ from tune to tinge pursuant to state law or regulation, and (2) audited, if the City commissions
an audit of such statements and the audit is completed within the period during which they must be
provided. Tf the audit of such Financial statements is not complete ~xrithin such period, then the City
shall provide unaudited financial statements by the required time, and shall provide audited financial
statements for the applicable fiscal year to each NRMSTR and any SID, when and if the audit report
on such statements becomes available.
(ii) If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change
(and of the date of the new fiscal year end) prior to the next date by which the City otherwise would
be required to provide financial information and operating data pursuant to this Section. The financial
information and operating data to be provided pursuant to this Section may be set forth in full in one
or more documents or may be included by specific reference to any document (including an official
statement or other offering document, if it is available from the 1VTSRB) that theretofore has been
provided to each NRMSIR and any STD or filed with the SEC.
(c) Material Event ~Totice.r. The City shall notify any SID and either each NRMSTR or the MSRB,
in a timely manner, of any of the following events with respect to the Series 2007 Bonds, if such event
is material within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Nan-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws an credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
(~. Adverse tax opinions or events affecting the tax-exempt status of the Series
2007 Bonds;
7. Modifications to rights of holders o£ the Series 2007 Bonds;
8. Series 2007 Bond calls;
9. Defeasances;
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10. Release, substitution, or sale ofproperry securing repayment of the Series 2007
Bonds; and
11. Rating changes.
The City shall notify any SID and either each NRMSIR ar 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 such subsection. Any filing under this Section maybe made solely by
transmitting such filing to the MAC as provided at http: / /www.disclosureusa.arg, unless the SEC has
withdrawn the interpretive advice stated in its letter tq the MAC dated September 7, 200.
(d} Limi~a~ions, 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 sa long as, the City remains
an "obligated person" with respect to the Series 2007 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 Series 2007 Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sale benefit of the holders and beneficial owners
of the Series 2007 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 undertal~es 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
ar 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 Series 2007
Bonds at any future date.
{iii) UNDER NOCIRCUMSTANCES SI-I,ALL THE CITY BE LIABLE TO THE HOLDER
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OR BENEFICIAL OWNER OF ANY SERIES 2007 BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING TN WHOLE OR TN 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} Na default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this
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) The provisions of this Section maybe amended by the City from time to tune to adapt to
changed circumstances that arise from a change in legal. requirements, a change in law, or a change in
the identify, nature, status, ar type of operations of the City, but only if (1) tkze provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Series 2007 Bonds
in the primary offering of the Series 2007 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 Series 2007 Bonds consent to such amendment or (b) a person that is unaffiliated with the
City (such as nationally recognized band counsel) determines that such amendment will not materially
impair the interest of the holders and beneficial owners of the Series 2007 Bonds. If the City so
amends the provisions of this Section, it shall include with any amended financial information or
operating data next provided in accordance with subsection (b) of this Section an explanation, in
narrative form, of the reason for, the amendment and of the impact of any change in the type of
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financial information or operating data so provided. The City may also amend ar 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 tl'ze provisions of this sentence would not prevent an underwriter from
lawfully purchasing or selling Series 2007 Bonds in the primary offering of the Series 2007 Bands.
15. That interest earnings derived from the investment of proceeds from the sale of the
Series 2007 Bonds maybe used along with other available bond proceeds for the construction of the
permanent improvements set forth in clause (i) of Section ~ hereof for which the Series 2007 Bands
are issued or Ear the payment of debt service on the Series 2007 Bonds;~rovided, 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 Rederxaptian Fund. It is further provided, however, that
any interest earnings on band proceeds which are required to be rebated to the United States of
America pursuant to Section 11 hereof in order to prevent the Series 2007 Bonds from being
arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this
Section.
16. That should the terms of the Purchase Agreement so provide, the Series 2007 Bonds
initially shall be issued and delivered in such manner that no physical distribution of the Series 2007
Bands will be zx~ade to the public, and The Depository Trust Company ("DTC"), New Yark, New
Yark, initially may act as depositary Eor the Series 2007 Bands. DTC has represented that it is a limited
purpose trust coz~pany 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 Yark Uniform
Commercial Code, and a "clearingagency" registered under Section 17A of the Securities Exchange Act
of 1934, as amended, and the City accepts, but in na way verifies, such representations. The definitive
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Series 2007 Bonds delivered to the Purchaser may be registered in the name of CEDE & CO., the
nominee of DTC, ifthe terms of the Purchase Agreezx~ent so provide. DTC may hold the Series 2007
Bonds on behalf of the Purchaser. So long as each Series 2007 Bonds 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 abook-entry system which will
identify ownership of the Series 2007 Bonds in integral amounts of$5,000, with transfers of awnership
being effected on the records of DTC and its participants pursuant to rules and regulations established
by them, and that, if the terms of the Purchase Agreement so provide, the Series 2007 Bands initially
deposited with DTC shall be immobilized and not be further exchanged for substitute Series 2007
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 ofDTC or its participants, or protecting
any interests nr rights of the beneficial owners of the Series 2007 Bonds. Should the terms of the
Purchase Agreement so provide, 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 Series 2007 Bonds, and
tkze method of paying the fees and charges of DTC. The City does not represent, nor does it in any
way covenant that any book-entry system established with DTC will be maintained in the future. If
for any reason should any of the originally delivered Series 2007 Bonds duly file with the Paying
Agent/Registrar with proper request for transfer and substitution, as provided for in this Ordinance,
sufibstitute Series 2007 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 Series 2007 Bonds.
Should there beestablished abook-entry system with DTC, the City heretofore has executed a "Blanket
Letter of Representations" prepared by DTC in order to implement the boom-entry system described
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above.
17. (a) Defeased Bonds. That any Series 2007 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
Series 200'7 Band, 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
instrurrient (the "future Escrow Agreement") for such payment (1) lawful money of the United States
of America sufficient to make such payment or (2) Defeasance Securities that mature as to principal
and interest in such amounts and at such times as will insure the availability, without reinvestment, of
sufficient money to provide for such payment, and when proper arrangements Dave been made by the
Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall
have became due and payable..At such time as a Series 2007 Bond shall be deemed to be a Defeased
Bond hereunder, as aforesaid, such Series 2007 Bond and the interest thereon shall no longer be
secured by, payable from, or entitled to the benefits af, 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 17(a)(i) or (ii) shall not be
irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the Issuer
expressly reserves the right to call the Defeased Bonds fnr 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
_2;_
notices that it authorizes.
(b) Xnuestment in Defeasance Securities. Any moneys so deposited with the Paying
Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities,
maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance
Securities received by the Paying Agent/Registrar that is not required far the payment of the Series
2447 Bonds and interest thereon, with respect to which such money has been so deposited, shall be
turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow
Agreement pursuant to which the money and/ar Defeasance Securities are held for the payment of
Defeased Bands may contain provisions permitting the investment or reinvestment of such moneys
in Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction afthe
requirements specified in subsection 17(a)(i) or {ii). A11 income from such Defeasance Securities
received by the Paying Agent/Registrar which is not required far the payment of the Defeased Bonds,
with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited
as directed in writing by the Issuer.
(c} Defeasance Securities Defined. The term "Defeasance Securities" means () direct,
noncallable obligations of the United States of America, including obligations that are unconditionally
guaranteed by the United States of America, (ii} nancallable obligations of an agency ar instrumentality
of the United States of America, including obligations that are unconditionally guaranteed ar insured
by the agency or instrumentality and that, on the date of the purchase thereof are rated as to
investment quali`ry by a nationally recognized investment rating firm not less than AAA or its
equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other
political subdivision ofa state that have been refunded and that, an the date on the date the governing
body ofthe Issuer adopts or approves the proceedings authorizing the financial arrangements are rated
as to investment quality by a nationally recognized investrraent rating firm not less than AAA or its
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equivalent.
(d) PayingAgen~/RegestrarSeruices. Until all Defeased Bonds shall have becozzae due and
payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such
Defeased Bonds the sa€zae as if they had not been defeased, and the Tssuer shall make proper
arrangements to provide and pay for such services as required by this Ordinance.
(e) Selection of Bonds for Defeasance. Tn the event that the Tssuer elects to defease less than all
of the principal amount ofSeries 2007 Bonds ofa maturity, the Paying Agent/Registrar shall select, or
cause to be selected, such amount ofSeries 2007 Bonds by such random method as it deems fair and
apprapr~ate.
18. (a) Events of Default. That each of the following occurrences ar events far the purpose of
this Ordinance is hereby declared to be an Event of Default:
{i) the failure to make payzx~ent of the principal of ar interest an any of the Series 2007
Bonds when the same becomes due and payable; or
(ii} default in the performance or observance of any other covenant, agreement or
obligation of the Ciry, the failure to perform which materially, adversely affects the rights of the
registered owners of the Series 2007 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 D fault.
(i) Upon the happening of any Event oEDefault, 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
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or at law, in any court o£ competent jurisdiction, for any relief permitted by law, including the
specific performance of any covenant or agreement contained herein, or thereby to enjoin any
act or thing that zx~ay 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 o£ all registered owners o£ Series 2D07 Bands then outstanding.
(c) Kemedi~es Noy Exclusive.
(i) Na 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 Series 2007 Bonds or now or
hereafter existing at Iaw or in equity; provided, hoaa~ever, that notwithstanding any other provision
ofthis Ordinance, the right to accelerate the debt evidenced by the Series 2007 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 o£ any other available remedy.
(iii) By accepting the delivery of a Series 2007 Bond authorized under this Ordinance,
such registered owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance da not and shall never constitute or give rise to a
personal or pecuniary liability or charge against the officers, employees or trustees of the City
or the City Council.
(iv} None of the members o£ the City Council, nor any other off€cial 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
_~g_
Ordinance.
19. That the proceeds from the sale of the Series 2007 Bonds shall be deposited with the City
depositary bank and used to fund the permanent izx~provements described in clause (i) of Seetion 1 of
this Ordinance. The foregoing notwithstanding,proceeds representing accrued interest on the Series
2007 Bonds shall be deposited to the credit of the Interest and Redemption Fund.
20. That for ail 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 awhole and not to any particular Section or other subdivision. Exceptwhere
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 means that
party and its successors and assigns. References to any constitutional, statutory or regulatory provision
means such provision as it exists on the date this Ordinance is adapted by the City and any future
amendments thereto ar successor provisions thereof: Any reference to the payment ofprincipal in this
Ordinance shall be deemed to include the payment of any mandatory sinking fund redemption
payments as described herein. Any reference to "FORM OF BOND" shall refer to the form of the
Bonds set forth in Exhibit A to this Ordinance. The titles and headings of the Sections and
subsections of this Ordinance have been inserted for convenience of reference only and are not to be
considered a part hereof and shall not in any way modify or restrict any of the terms or provisions
hereof The findings set forth in the preamble to this Ordinance are hereby incorporated into the body
of this Ordinance and made a part hereof for all purposes.
21. That all ordinances and resolutions or parts thereof in conflict herewith are hereby
repealed.
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22. That in accordance with the provisions ofSection x,201.028, Texas Government Code, this
Ordinance shall be effective imc~n:ediately upon its adoption by the City Council.
23. That it is hereby officially found and deterzxained 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 55I, Texas Government Code, as amended.
ADOPTED this December 19, 2006.
ATTEST:
~~
City Secretary,
City of Fort Worth, Texas
AS TO FORM AND LEGALITY:
City Attorney, City of F,~jrE Worth, Texas
(SEAL)
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Before me, on this day personally appeared the foregoing individuals, known to me to be the
persons whose names are subscribed to the foregoing instrument in nrzy presence.
Given under my hand and seal of office this ~ ~~ca~ ~ ~~~~ ~~~~,
:~ti'~ rye. SYLVfA D. GLOVER
~`: '*= f~Y C6N{MI55tON EXPIRES Not Pub1xC
~+~~: 5eptamt}er i9, 2069
~~,Yt~~~
E~I~[~SIT A
FORM OF BOND
NO.
UNITED STATES OF AMERICA
STATE O F TEXA5
COUNTIES OF TA1tRANT .AND DENTON
CITY OF FORT WORTH, TEXAS
GENERAL PURPOSE BOND
SERIES 2007
MATURITY DATE INTEREST RATE DATE OF DELIVERY CUSIP
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH,
TEXAS {the "Issuer"), being a political subdivision o£ the State of Texas, hereby promises to pay to
____, qr to the registered assignee hereof {either being hereinafter
called the "registered owner"} the principal amount of
DOLLARS
and to pay interest thereon, Pram the Date of Delivery specified above, to the maturity date specified
above, ar the date of its redemption prior to scheduled maturity, at the rate of interest per annum
specified above, with said interest being payable on March 1, 2008, and semiannually on each
September 1 and March 1 thereafter; except that ifthe PayingAgent/Registrar's Authentication Certif-
icate appearing on the face of this Bond is dated later than March 1, 2008, such interest is payable semi-
annually on each September !and March 1 following such date.
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 fort Worth, Texas (the
"Designated Payment Office"), of Wells Fargo Bank, National Association, which is the "Paying
Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying
Agent/Registrar to the registered owner hereof as shown by the Registration Books kept by the Paying
Agent/Registrar at the close of business on the 15th day of the month next preceding such interest
payment date by check, dated as of such interest payment date, drawn by the Paying Agent/Registrar
on, and payable solely from, funds of the Issuer required to be on deposit with tlae Paying Agent/Reg-
istrar for such purpose as hereinafter provided; and such cheek shall be sent by the Paying
Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date,
to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying
Agent/Registrar, as hereinafter described. Any accrued interest due at maturity or upon redemption
of this Bond prior to maturity as provided herein shall be paid to the registered owner upon
presentation and surrender of this Band for redemption and payment at the Designated Payment
Office of the Paying Agent/Registrar. 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 Bands (the "Ordinance") the amounts required to provide for the payn~zent,
in immediately available fixnds, of all principal of and interest on the Bonds, when due.
IN THE EVENT O1~ 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 CJnited States mail, first class
postage prepaid, to the address of each registered owner ofa Bond appearing an 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 THl :DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday, ar a day on which banking institutions in 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 far 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 an
such date shall have the same force and effect as if made on the original date payment was due.
Natwithstandingthe foregoing, during any period in which ownership ofthe Bonds is determined only
by a hook 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.
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, authorized in accordance with the Constitu-
tionand laws of the State afTexas in the principal amount of$50,000,000, for the following purposes,
to-wit: to construct street improvements; and to pay the costs incurred in connection with the issuance
of the Bands.
ON MARCH 1, 2017, or an any date thereafter, the Bonds of this Series maturing on March
1, 2018 and thereafter may be redeemed prior to their scheduled maturities, at the option of the Issuer,
in whale, ar in part, at par and accrued interest to the date fixed for redemption. The years ofmaturity
of the Bonds called far redemption. at the option of the City prior to stated maturity shall be selected
by the City. The Bands 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 Bands is determined only by a book entry at a securities depository for the Bonds, if Eewer than
all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the
particular Bands of such maturity and bearing such interest rate shall be selected in accordance with
the arrangements between the Issuer and the securities depository.
THE BONDS are also subject to mandatory redemption in part by lot pursuant to the terms
of the Ordinance, on March 1 in each of the years 2008 through 202G, in the following years and in the
Following amounts, at a price equal to the principal amount thereof and accrued and unpaid interest
to the date of redemption, without premium:
YEARS AMOUNTS YEARS AMOUNTS
2408 2,500,000 2018 2,500,000
2009 2,500,000 2019 2,500,000
2010 2,500,000 2020 2,500,000
2011 2,500,000 2027. 2,500,OQ0
2012 2,500,000 2022 2,500,000
2013 2,500,000 2023 2,500,000
2014 2,500,000 2024 2,500,000
2015 2,500,000 2025 2,500,000
201 G 2,500,OQ0 2026 2,500,000
201 2,sao,oo0 2a2~M 2,5oa,ooo
* 1-~inal Maturity
To the extent, hawever, that Bonds subj ect to sinking fund redemption have been previously purchased
or called for redemption in part and otherwise than from a sinking fund redemption payment, each
annual sinking fund payment for such Bond shall be reduced by the amount obtained by multiplying
the principal amount of Bonds so purchased ar redeemed by the ratio which each remaining annual
sinking fund redemption payment for such Bands bears to the total remaining sinking fund payments,
and by rounding each such payment to the nearest $5,000 integral; provided, that during any period in
which ownership of the Bonds is determined only by a back entry at a securities depository for the
Bonds, the particular Bonds to be called for mandatory redemption shall be selected in accordance with
the arrangements between the City and the securities depository.
AT LEAST 30 days prior to the date faxed for any such redemption (a) a written notice of such
redemption shalt be given to the registered owner of each Bond or a portion thereof being called far
redemption by depositing such notice in the United States mail, first cuss postage prepaid, addressed
to each such registered owner at his address shown on the Registration Baaks of the Paying
Agent/Registrar and (b) notice of such redemption either shall be published one (1) time in or posted
electronically on the website of a financial journal or publication of general circulation in the United
States of America or the State of Texas carrying as a regular feature notices of municipal bonds called
far redemption; provided, hawever, that the failure to send, mail, or receive such notice described in
(a) above, or any defect therein or in the sending or mailing thereof, shall not affect the validity or
effectiveness of the proceedings for the redemption of any Bond, and the Ordinance provides that the
provision of notice as described in (b) above shall be the oniy notice actually required in connection
with or as a prerequisite to the redemption of any Bond. By the date fixed for any such redemption
due provision shall be made by the Tssuer 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 faxed for redemption. Tf such notice of redemption is given, and
if due provision for such payment is made, all as provided above, this Band, 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 faxed far 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 far redemption from the Paying Agent/Registrar out of the funds provided
far such payment. The Paying Agent/Registrar shall record in the Registration Books all such
redemptions of principal of this Sand or any portion hereof. Tf a portion of any Bond shall be
redeemed a substitute Band 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, 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 ofthe Tssuer,
all as provided in the Ordinance.
ALL BONDS OF THTS SERTES are issuable solely as fully registered bonds, without interest
coupons, in the denomination of any integral multiple of $5,000. As provided in the Ordinance, this
Bond, or any unredeemed portion hereof, may, at the request of the registered owner or tkze 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 maybe, having the same maturity date, and bearing interest at the same rate,
in any denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate registered owner, assignee, or assignees, as the case maybe, upon surrender of this Bond
to the Paying Agent/Registrar at its Designated Trust Office {as defined in the Ordinance) for
cancellation, all in accordance with the form and procedures set Earth in the Ordinance. Among other
requirements far such assignment and transfer, this Band must be presented and surrendered to the
Paying Agent/Registrar, together with proper instruments of assignment, in faun and with guarantee
of signatures satisfactory to the Laying Agent/Registrar, evidencing assignment of this Bond ar any
portion or portions hereof in any integral multiple of $5,000 to the assignee ar assignees in whose panne
or names this Bond or any such portion ar portions hereof is ar are to be transferred and registered.
The form of Assignment printed or endorsed on this Band 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
Band or any portion ar 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 far 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 Tssuer. Tn
any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be
paid by the nzae requesting such assignment, transfer, or exchange as a condition precedent to the
exercise of such privilege. Tn any circumstance, neither the Tssuer 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 Bands 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 bank entry at a
securities depository far the Bonds, the foregoing requirements of balding, delivering or transferring
this Band 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.
TN THE EVENT any Paying Agent/Registrar far the Bonds is changed by the Tssuer, resigns,
or otherwise ceases to act as such, the Tssuer 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 TS HERESY CERTTFTED AND RECITED that the issuance of this Bond, and the series
ofwhich it is a part, is duly authorized bylaw; that the bonds issued for the permanent improvements
heretofore described were approved by a vote of the resident, qualified electors of the City of Fort
Worth, Texas, voting at an election held for that purpose within said City an February 7, 200; 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
oftaxes has been made, which, when collected, shall be appropriated exclusively to the payment ofthis
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 far inspection in the official
minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of
this Bond and the Ordinance constitute a contract between each registered owner hereof and the
Issuer.
IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile signature
of the Ivtayor of said City, attested with the manual. or facsimile signature of the City Secretary and
approved as to form and legality with the manual or facsimile signature of the City Attorney, and the
official seal of the Issuer has been duly affixed to, ar impressed, or placed in facsimile, on this Bond.
ATTEST:
City Secretary
xxxxxxxxxxxx
Mayor
APPROVED AS TO FORM AND LEGALITY:
xxxxxxxx
City Attorney
(SEAL)
FORM Op' PAYING AGENT REGTSTRAR'S AUTHENTICATION CERTTFTCATE
PAYTNG AGENT/REGTSTRAR'S AUTHENTTCATION CERTIFTCATE
Tt is hereby certified that this Bond has been issued under the provisions of the proceedings
adopted by the Tssuer as described in the text of this Bond; and that this Bond has been issued in
conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of
an issue which originally was approved by the Attorney General of the State of Texas and registered
by the Comptroller of Public Accounts of the State of Texas.
Dated: WELLS FARGO BANK, NATTONAL ASSOCTATTON,
Paying Agent/Registrar
By
Authorized Representative
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
--__
Please insert Social Security or Taxpayer
Identification Number of Transferee
-_
(I~lease 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 an the
books kept far 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 Stack
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.
* FORM OF COMPTROLLER'S CERTTFTCATE (ATTACHED TO
THE BONDS UPON TNTTIAL DELIVERY THEREOF}
OFFICE OF COMPTROLLER
STATE O F TEXAS
REGISTER NO.
T hereby certify that this Bond has been examined, certified as to validity, and approved by the
Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS MY HAND and seal of office at Austin, Texas
Comptroller of Public Accounts
of the State of Texas
(SEAL)
NOTE TO PRINTER:
*not to be on band
EXHIBIT B
FARM OF PURCHASE AGREEMENT
Exhibit C
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 14 of this Ordinance.
Annual Financial Statexa~a.ents 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 heretofore filed with each NRMSIRand the SSD its official statementwith respect
to that certain issue of X4$,230,000 City of Fort Worth., Texas General Purpose Refunding Bonds,
Series 2004. In the ordinance authorizing the issuance of such Bonds, the City agreed to update
annually financial information and operating data with respect to the City of the general type included
in such official statement in tables 1 through 6, inclusive, and 8 through 15, inclusive, contained in such
official statezxzent, 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 14 of this Ordinance
the City has agreed to annually update such financial inforrraation and operating data in accordance with
Rule 15c2-12, promulgated by the United States Securities and Exchange Commission.
Accounting I'rineiples
The accounting principles referred to in Section 14 of this Ordinance are the accounting
principles described in the notes to the annual financial report referred to above.
THE STATE O ~ TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH
I, Marty Hendrix, 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 December 19, 2006, and
the Ordinance Authorizing the Issuance ofGeneral Purpose Bonds, Series 2007, 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 arzd have hereunto affixed the seal of said City of
Fort Worth, this 19th day of December, 2006.
City Secretary the
City of D'art Worth, Texas
(SEAL)
EXHIBIT B
The true and correct signatures of the Mayor, City Secretary and City Attorney are as follows:
MANUAL SIGNATURES OFFICIAL TITLES
Mayor,
City of Fort Worth, Texas
City Secretary,
City o~ Fort Worth, Texas
City Attorney,
City of Fort Worth, Texas
r
/{~
1
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON AND WISE
CITY OF FORT WORTH .
On the 19th day of December, 2006, the City Council. of the City of Fort Worth, Texas, rnet
in regular, open, public meeting in the City Council Chamber iiz the City Hall, and roll was called of
the duly constituted members of the City Council, to-wit:
Mike Moncrief,
Salvador Espino,
Chuck Silcox,
Danny Scarth,
Donavan Wheatfall,
JungusJordan,
Carter Burdette,
Kathleen Hicks,
Wendy Davis,
Charles Boswell,
David Yett,
Marty Hendrix,
Karen Montgoixaery,
Mayor
Councilmembers,
City Manager,
City Attorney,
City Secretary,
Chief Financial Officer
with Scarth, Wlieatfall and Davis absent, thus constituting a quoiuin present; and after the City
CoiinciT had transacted certain business, the following business was transacted, to-wit:
Counciiineiuber Silcox intxoduced an ordinance and moved its passage. The motion was
seconded by Gouizcilzuembex Espino. The Ordinance was read by the City Secretary. The motion,
carrying with it the passage of the ordinance prevailed by a vote of 6 YEAS, 0 NAYS. The ordinance
as passed i.s as follows:
GENERAL CERTTFTCATE
THE STATE O F TEAS
CO't.3NTTES OF TATtRANT AND DENTON
CTTY Ole FORT WORTH
We, the undersigned, hereby officially certify that we are the City Manager and the Chief
Financial Officer, respectively, of the City of Fort Worth, Texas (the "City"), and we further certify as
follows:
General
1. That this certificate is given for the benefit ofthe Attorney General ofthe State ofTexas and
the purchasers and holders of City of Fort Worth, Texas General T'urpose Bonds, Series 2007, dated
January 1, 2007, in the aggregate principal amount of $54,000,000 (herein referred to as the "Bonds"}.
Defined terms used herein shall have the meaning ascribed to said tern-~s in the ordinance authorizing
the issuance of the Bonds (the "Ordinance").
2. That any certificate signed by any official of the City delivered to the purchasers of the
Bonds or the Attorney General of the State of Texas shall be deemed a representation and warranty
by the City as to the statements made therein. The Public Finance Division of the Office of the
Attorney General of the State of Texas is hereby authorized to date this Certificate as of the date of
approval of the Bonds and is entitled to rely upon the accuracy of the information contained kzerein
unless natif~ed by telephone or telecapy to the contrary.
Matters Relatin to the Ci
3. That the City is a duly incorporated Home Rule City, having more than 5000 inhabitants,
operating and existing under the Constitution and Taws of the State of Texas anti the duly adopted
Home Rule Charter of the City, which Charter has not been changed or amended since May 13, 2006.
4. That no litigation of any nature has ever been filed pertaining ta, affecting or contesting:
(a} the issuance, delivery, payment, security or validity of the proposed Bands; (b) the authority of the
officers of the City adopt the Ordinance, or to issue, execute and deliver the Bonds; ar (c} the validity
of the corporate existence, the current Tax Rolls, or the Charter of the City; and that no litigation is
pending pertaining ta, affecting or contesting the boundaries of the City.
5. That the seal an impression of which appears below is the corporate seal of the City; that
said seal has been used continuously as such corporate seal far more than forty years and was duly
adopted as the seal of the City by the City Council of the City; and that since its adoption, no seal other
than said seal has been used as the corporate seal of the City.
6. That each of the following persons is the duly acting, constituted and qualified offzcer of the
City of Fart Worth as herein shown, respectively:
Michael J. Moncrief,
Salvador Espino,
Chuck Silcox,
Danny 5carth,
Donavan Wheatfall,
fungus Jordan,
Carter Burdette,
Kathleen Hicks,
Wendy Davis,
Ckzarles Boswell,
David Yett,
Marty Hendrix,
Karen Montgomery,
Mayor
Councilmembers,
City Manager,
City Attorney,
City Secretary,
Chief Financial Officer
7. That the Bonds are being issued pursuant to an election held by the City on 1-~ebr€~ary 7,
2004. The February 7, 2004 election proceedings were submitted to the Public Finance Division of the
Office of the Attorney General in connection with the approval of the City of Fort Worth, Texas
General Purpose Commercial Paper Notes, Series B. The City has not issued any of the General
Purpose Commercial Paper Notes, Series B, authorized by the proceedings approved by the Public
Finance Division of the Office of the Attorney General on Apri130, 2004.
Matters Relatin to the 1~d Valorem Tax Pled e in Su ort o~ the Bonds
$. That the currently effective ad valorem tax rolls of the City are those for the 2006/2007
fiscal year, being the most recently approved tax rolls of the City; that the City Council of the City has
caused the taxable property in the City to be assessed as required by law; that the Tarrant Appraisal
Review Board has equalized and approved the valuation of taxable property in the City for said year;
that the Chief Appraiser of the Tarrant Appraisal District has duly verified the aforesaid tax rolls, and
said Appraisal Review Board has finally approved the same; and that the valuation of taxable property
in the City, and the aggregate amount of exemptions, and the net effective taxable value of taxable
property in the City, according to the aforesaid tax rolls for said year, as delivered to the City Secretary
of the City, and finally approved and recorded by the City Council of the City, are as follows:
Assessed Value: $41,225,348,424
(less) Exemptions: 11 959 427 096
Taxable Values: X29,265,921,328
9. That Exhibit A, which is attached hereto and made a part hereof, contains a true and correct
schedule showing the annual requirements of all of the outstanding indebtedness of the City payable
from taxes, togetherwith the annual requirements of the Bonds, proposed to be issued by an ordinance
passed December 19, 2006, as they appear in the offccial records of the City.
-2-
Matters Relatin to the Execution of the Bonds
10. That in cannection with the execution of the Bonds:
(a} The Mayor, City Secretary and City Attorney of the City have officially
executed and signed the Bands initially delivered to the purchasers thereof by affixing
thereto their manual or facsimile signatures; and by executing Exhibit B to this
Certificate, the Mayor, City Secretary and City Attorney hereby adapt said facsimile
signatures as their awn, respectively, and declare that said facsimile signatures constitute
their signatures the same as if they had manually signed each. of the Bonds;
{b) The Bands are substantially in the form, and have been duly executed and
signed in the manner, prescribed in the ordinance authorizing the issuance thereof;
(c) At the time the Bonds were executed and signed the Mayor, City Secretary
and City Attorney were, and at the time of executing this certificate are, the duly
chosen, qualified and acting officers indicated therein, and authorized to execute the
same;
{d) No litigation of any nature has been filed or is now pending which would
affect the provision made for their payment or security, ar in any manner question the
authority concerning the issuance of the Bonds, and that sa far as we know and believe
no such litigation is threatened;
{e) Neither the corporate existence nor boundaries of the City is being
contested, no litigation has been filed or is naw pending which would affect the
authority of the officers of the City to issue, e~cecute, and deliver the Bonds, and that
no authority ar proceedings far the issuance of the Bands have been repealed, revoked
or rescinded; axed
(f) The official seal of the City has been impressed, or printed, or lithographed
on each of the Bonds; and said seal has been duly adopted as, and is hereby declared
to be, the official seal of the City.
[Execution Pale Folla~vr]
-3-
SIGNED AND SEALED this
City Manager,
City of Fort Worth, Texas
~~ ~ ~~~~
Chief Financial Officer,
City of Fort Worth, Texas
(SEAL)
-4-
Page 1 of 1
City ®f ~®rt VI/~,~, Tees
r i
COUNCIL ACTION: Approved on 12I19120t}6 -Ordinance No. 17325-12-2p06
DATE: Tuesday, December 19, 2006
L®G NAIVIE: 1350BONDS2007 REFERENCE N®.: G-15542
SUBJECT:
Adopt Ordinance Providing for the Issuance of Fifty Million Dollars of fihe General Purpose Bonds,
Series 2007, of the City of Fort Worth, Texas, Bearing Interest at the Rates Hereinafter Set Forth,
and Providing for fihe !-evy, Assessment and Collection of a Tax Sufficient to Pay the Interest on
Said Bonds and to Create a Sinking Fund for the Redemption Thereof afi Maturity; and Ordaining
Other Matters Related Thereto
RECONfMENDATION:
it is recommended that the City Council:
- _ $:
1. Adopt the attached ordinance providing for the issuance of $50,Op0,ODD.Dd, City of 1=ort Worth, Texas,
General Purpose Bands, Series 2007, and approving the use of the "Form of Purchase Agreement"
prepared in connection with the sale of the above referenced bonds; and
2. Authorize the $50,000,000.00, City of Fort Worth, Texas, General Purpose Bands, Series 2007, be sold
to JP Mor an Chase ,the bidder offering the lowest true interest rate of 4.48 percent.
DISCUSSION:
Bids far the $50,0OO,Op0.D0, City of Fort Worth, Texas, General Purpose Bonds, Series 2D07, were
received on Monday, December 18, 2DD6 at 1 D:00 a.m. First Southwest Company, the City's financial
advisor, reviewed the bids and will present a summary of the true interest rates for the bids to the City
Council at the December 19, 2DD6 meeting with a recommendation on the laid to select.
Proceeds from this sale will be used to construct permanent street and storm sewer improvements and pay
the casts of issuance associated with the issuance of the Series 2007 Bonds.
1=1SCAL INFORMATIONICERTIFICATION:
The Finance Director certifies fhat funds will be available to make the debt service payments on these
bonds.
TO FundlAGGauntlCenters FROM Fur~dlAGCOUntlCenters
Submitted #or_City Manager's Office bv: Karen Montgomery {6222}
Originat6n[3 Departtx~ent Head: Richard Zavala (Acting) (8517}
Additional Infcsrrnation Contact: Skipper Shook {2438}
http://www.ctwnet.ozg/council~acket/Reports/mc~rint.asp t /3/2007