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HomeMy WebLinkAboutOrdinance 16364-04-2005oRDrlvANCE No. ~ ~~~~ `"~ ~0~.6(,~ BY T$E CTTY COUNCIL OF TH.E CITY OF FORT WORTH, TEXAS, PROVIDING FOILTHE ISSUANCE OF 57,200,000 CTTY OF FORT WORTH, `T'EXAS CONTBINATTON TAX AND REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2005; PROVIDING FOR TTTE LEVY, ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO PAY THE INTEREST ON SAID CERTIFICATES OF OBLIGATION AND TO CREATE A SINKING FUND FOR THE REDEMPTION TTTEREOF AT MATURITY; PLEDGING CERTAIN RE'V'ENUES TN SUPPORT OF SAID CERTIFICATES; PRESCRIBING THE FORM OF SAID CERTTFTCATES OF OBLIGATION; AND ORDAINING OTHERMATTERS RELATING TO THE SUBJECT WHEREAS, an the 8th day ofMarch, 2005, the City Council of the City of lw art Worth {the "City" or the "Issuer") passed an ordinance authorizing and directing notice of its intention to issue the Certifcates of Obligation herein authorized to be issued, to be published in a ner~vspaper as required by Section 271.049 of the Texas Local Government Code, in an amount not to exceed $8,000,000; and WHEREAS, the City Council determined that the Fart Worth Commercial Retarder is a newspaper of general circulation ~nrithin the City having mare than a de minimus subscribership, that said newspaper has a diverse subscribership and that said newspaper publishes some items of general interest to the community; and WHEREAS, the City caused said notice of intention to be published in the Fort Worth Cam~nercia2 Tlecarder on March 15, 2005 and March 22, 2005; and WHEREAS, na petition, signed by 5°/© of the qualified electors of the Issuer as permitted by Section 271.049 of the Texas Local Government Code protesting the issuance of such Certificates of Obligation, has been fled; and WHEREAS, the Certif€cates of Obligation hereinafter authorized are to be issued and delivered pursuant to Subchapter C of Chapter 271 of the Texas Local Government Code; BE TT ORDAINED BY THE CITY COUNCIL OF `T'HE CTTY OF FORT WORTTT, TEXAS: Section l . DEFINITIONS. That as used in this Ordinance, unless a different meaning clearly appears from the context, the capitalized terms set Earth in this Ordinance sha11 have the meaning set forth below. Any reference in this Ordinance to "FORM OP CERTIp`ICATE" shall refer to the form of the Certificates set forth in Exhibit A to this Ordinance. The term "Authentication Certificate" shall have the meaning given said ter€r€ in Section b(d) hereo£ The term "Authorized Denomination" shall have the meaning given said term in Section 3 hereof. The term "Business Day" shall mean a day that is not a Saturday, Sunday or legal holiday on which banking institutions in the States of Texas or New York are authorized ar required by law nr executive order to remain closed or the New Yark Stock Exchange or DTC is closed. The terms "Certificates" and "Certificates of Obligation" shall mean and include collectively the Initial Certificate and all substitute Certificates of Obligation exchanged therefor, as well as all other substitute Certificates of Obligation and repIaeement Certificates of Obligation issued pursuant hereto; and the term "Certificate" shall mean any of the Certificates. The terms "C"ity" and "Issuer" shall mean the City of port Worth, Texas. The term "Code° shall mean the Internal Revenue Code of 1986, as amended. The term ",OTC" shall have the meaning given said term in Section 17 hereof. The term "Defeasance Securities" shall mean (i) direct, noncallable obligations afthe United States of America, including obligations that are unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an agency ar instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency ar a county, municipality, or other political subdivision of a state that have been refunded and that, on the date on the date the governing body of the Issuer adapts or approves the proceedings authorizing the financial arrangements are rated as to investment quality by a nationally recognized investment rating firm not less than AAA ar its equivalent. The term "Defeased Certificate" shall have the meaning given said term in Section 22(a) hereof. The term "Designated Trust Office" shall have the meaning given said term in Section 6(a) hereof. The term "Eligible Investments" shalt mean those investments in which the City is now or hereafter authorized by law (including, but not limited to, Chapter 2256, Texas Government Cnde) and its investment policy to purchase, sell and invest its funds and funds under its control. The term "Fiscal Year" shall mean the regular fiscal year used by the City, which currently runs from October 1 through September 30, or any twelve consecutive months period established by the City. The term "Initial Certificate" shall have the meaning given said term in Section 3 hereof _2_ The term "Interest and Redemption Fund" shall have the meaning given said term in Section 8 hereof. The term "MAC" means the Municipal Advisory Council ofTexas. The term "MSRB" shall mean the Municipal Securities Rulemaking Board. The term "NRMSIR" shall mean each person wham 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. The term "Paying Agent/Registrar" shall have the meaning given said term in Section b{a} hereof. The term "Registered Owner" shall have the meaning given said term in Section 3 hereof The term "Registration Baaks" shall have the meaning given said term in S ectian 6(a}hereof. The term "Regulations" shall have the meaning given said term in Section 13 hereof The term "Rule" shall mean SEC Rule 15c2-12, as amended from time to time. The term "SEC" shall mean the United States Securities and Exchange Commission. The term "Surplus Revenues" shall mean those revenues from the operation of the City's combined water and sewer system remaining after payment of all operation and maintenance expenses thereof and other obligations heretofore or hereafter incurred to which such revenues have been or shall be encumbered by a lien on and pledge of such revenues superior to the lien on and pledge of such revenues to the Certificates. The term "Term Certificates" shall have the meaning given said term in Section 3 hereof Section 2. AUTR(JR~ZATION OF CERT;<FIC`ATES OF OBLIGATION. That the Issuer's Certificates of Obligation, to be designated the "City ofFort Worth, Texas Combination Tax and Revenue Certificates ofObligation, Taxable Series 2005", are hereby authorized to be issued and delivered in the principal amount of $7,200,004, for the purpose of providing part of the funds for paying contractual obligations to be incurred by the Issuer, to-wit; the acquisition of a building located at l 111. Manrae Street, Fart Worth, Texas {commonly known as the "Zipper Building") for use as a municipal building in urhich departments of the City will office, and the construction of improvements to such building; and the payment of fiscal, engineering and legal fees incurred in connection therewith. Section 3. DATE, DENOMINAT1wONS, NUMBERS AND MATURITIES. That the Certificates shall initially be issued, sold and delivered hereunder as fully registered certificates, without interest coupons, dated April 1, 2005, in the respective denominations and principal amounts hereinafter stated, numbered consecutively from R-1 upward, payable to the respective initial -3- registered owners thereof, or to the registered assignee or assignees ofthe Certificates or any portion or portions thereof {in each case, the "Registered Owner"}, and the Certificates shall mature and be payable an March 1 in each of the years and in the principal amounts as follows: PRINCIl'AL YEAR AMOUNT ($) 2006 60, 000 2007 225,000 2008 23 5, 000 2449 250,000 2010 265,000 2011 280,000 PRINCIPAL YEAR AMOUNT ($) 2012 290, 000 2013 310,000 2014 325,000 2015 340,000 2421 2,475,000 2025 2,145,440 The Certificates shall be issued in denominations of $5,000 or any integral multiple thereof (an "Authorized Denomination"). An initial Certif sate of Obligation in the denomination and aggregate principal amount of the Certificates, containing the principal amounts, redemption features and interest rates as provided for in Sections 3, 4 and 5 of this Ordinance {the "Initial Certificate"), may be submitted to the Attorney General far review and approval. The Initial Certificate shall be numbered T~ 1, and shall be canceled upon receipt of payment for the Certificates by the Underwriters, and substitute Certificates shall he delivered in exchange therefor, as provided in Section 6 hereof. The Initial Certificate shall be in the farm as provided for in the FORM OF CERTIFICATE. The Certificates maturing on March. 1 in each of the years 2021 and 2025 are "Term Certificates". Section 4. R)~DEMPTION. (a} Optional Redemption. That the Issuer reserves the right to redeem the Certificates maturing on ar after March I, 2016, in whole ar in part in an Authorized Denomination, on March 1, 201.5, or an any date thereafter, at the redemption price of par plus accrued interest to the date fixed far redemption. If less than all of the Certificates are to be redeemed by the Issuer, the Issuer shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot Certificates, or portions thereof, within such maturity or maturities and in such principal amounts, far redemption. (b) Nlandato~y Redemption. The Term Certif cafes are subject to mandatory sinking fund redemption prior to their scheduled maturities, as provided for in the FORM OF CERTIFICATE. {c) Notice. At least thirty {30) days prior to the date any Certificates are to be redeemed, (i) a written notice of redemption shall be given by the Paying Agent/Registrar tothe Registered Owner of each Certificate, or a portion thereof, being called far redemption by depositing such notice in the United States mail, first-class, postage prepaid, addressed to each such Registered Owner at the ad- dress thereof as shown on the Registration Books of the Paying Agent/Registrar and {ii) a notice of such redemption either sha11 be published one (1) time in or posted electronically on the website of a financial journal or publication of general circulation ire the United States of America or the State of Texas carrying as a regular feature notices of municipal bonds called for redemption; provided, however, that the failure to send, mail or receive such notice described in clause {i) above, or any defect therein or in the sending or mailing thereof, shall not a1I'ect the validity or effectiveness of the proceedings for the redemption of any Certificate, and the publication of notice as described in clause {ii) above shall be the only notice actually required in connection with or as a prerequisite to the _4_ redemption of any Certificates. By the date fixed for any such redemption due provision shall be made by the Issuer with the Paying Agent/Registrar for the payment of the required redemption price for the Certificates ar the portions thereof which are to be sa redeemed, plus accrued interest thereon to the date fixed far redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, the Certificates, ar the portions thereof, which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, and shall not bear interest after the date fixed for their redemption, and shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of the Certificates, or any portion thereof. If a portion of any Certificate shall be redeemed, a substitute Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any Authorized Denomination, at the written request of the Registered Owner, and in an aggregate principal amount equal to the .unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof far cancellation, at the expense of the Issuer, all as provided in this Ordinance. In addition, notice of such redemption shall be provided in the manner described in Section 6(h} hereof, but the failure to provide such naiice as described in Section 6{h) hereof shall not affect the validity or effectiveness of the proceedings for the redemption of the Certif~eates. Section 5. I1~TEREST. That the Certificates scheduled to mature during the years, respectively, set forth below shall bear interest at the following rates per annum: maturities 2006, S.DOD% maturities 200'7, 6.000% maturities 2008, 5.004% maturities 2009, 5.000% maturities 2010, 6.OD0% maturities 2011, 6.000% maturities 2012, &.000% maturities 2013, 5.000% maturities 2014, 6.000% maturities 2015, 5.000% maturities 2021, 5.125% maturities 2025, 5.250% Said interest shall be payable to the Registered Owner of any such Certificate in the manner provided and on the dates stated in the FORM OF CERTIFICATE. Section 6. CHAi2ACTER.ISTICS OF THE CERTIFICf1TES, (a} Registration and TYansfer. That the City shall keep or cause to be kept at the designated corporate trust aflice of Wells Fargo Bank, National Association, or such other bank, trust company, financial institution, or other agency named in accordance with the provisions of subsection {g) below (the "Paying Agent/Registrar"} books or records for the registration and transfer of the Certificates (the "Regis- tration Books"), and the Issuer hereby appoints the Paying AgentlRegistrar as its registrar and transfer agent to keep such books or records and make such transfers and registrations under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying AgentlRegistrar shall make such transfers and registrations as herein provided. It shall be the duty of the Paying Agent/Registrar to obtain from the Registered Owner and record in the Registration Books the address afthe Registered Owner of each Certificate to which payments with respect to the Certifca~es shall be znailed, as herein provided. The Issuer ar its designee shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar at its _~_ Designated Trust Office, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. Registration of each Certificate may be transferred in the Registration Books only upon presentation and surrender thereof to the Paying AgentlRegistrar at its Designated Trust Office for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of such Certificate, or any portion thereof in any Authorized Denomination, to the assignee or assignees thereof, and the right of such assignee or assignees to have such Certificate or any such portion thereof registered in the name of such assignee ar assignees. Upon the assignment and transfer of any Certificate or any portion thereof, a new substitute Certificate or Certificates shall be issued in exchange therefor in the manner herein provided. As of the date this Ordinance is approved by the City, the "Designated Trust Office" of the Paying Agent/Registrar is the Minneapolis, Minnesota corporate trust office of Wells Fargo Bank, National Association, (b} Otivnership; Registration Boos. The entity in whose name any Certificate shall be regis- tered in the Registration Books at any time shall be treated as the absolute owner thereof for all purposes ofthis Ordinance, whether or not such Certificate shall be overdue, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary; and payment af, ar on account af, the principal of, premium, if any, and interest on any such Certificate shall be made only to such Registered Owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Certificate to the extent of the sum or sums so paid. {c) Paying Agent, The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates, and to act as its agent to exchange or replace Certificates, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/R.egistrar with respect to the Certificates, and of all exchanges thereof, and all replacements thereof, as provided in this Ordi- nance. (d) Exchange of Certificates. Each Certificate may be exchanged for fully registered certificates in the manner set forth herein. Each Certificate issued and delivered pursuant to this Ordinance may, upon surrender thereof at the Designated Trust Off ee ofthe Paying Agent/Registrar, together with a written request therefor duly executed by the Registered Owner or the assignee or assignees thereof, ar its or their duly authorized attorneys ar representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the Registered Owner or such assignee or assignees, as appropriate, be exchanged for fully registered Certificates, without interest coupons, in the farm prescribed in the FORM OF CERTIFICATE, in any Authorized Denomination (subject to the requirement hereinafter stated that each substitute Certificate shall have a single stated maturity date), as requested in writing by such Registered Owner or such assignee or assignees, in an aggregate principal amount equal to the principal amount of any Certificate or Certificates sa sur- rendered, and payable to the appropriate Registered Owner, assignee, or assignees, as the case may be, If any Certificate or portion thereof is assigned and transferred, each Certificate issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the Certificate far which it is being exchanged. Each substitute Certificate shall bear a letter and/or number to distinguish it from each other Certificate. The Paying Agent/R.egistrar shall exchange or replace Certificates as provided herein, and each fully registered Certificate or Certificates delivered _ry_ in exchange far or replacement of any Certificate or portion thereof as permitted or required by arty provision ofthis Ordinance shall constitute one ofthe Certificates for all purposes ofthis Ordinance, and may again be exchanged or replaced. Tt is specifically provided, however, that any Certificate delivered in exchange for or replacement of another Certificate prior to the first scheduled. interest payment date an the Certificates {as stated on the face thereof) shall be dated the same date as such Certificate, but each substitute Certificate so delivered an ar after such first scheduled interest payment date shall be dated as of the interest payment date preceding the date on which such substitute Certificate is delivered, unless such substitute Certificate is delivered on an interest payment date, in which case it shall be dated as of such date of delivery; provided, however, that if at the time of delivery of any substitute Certificate the interest on the Certificate for which it is being exchanged has not been paid, then such substitute Certificate shall be dated as of the date to which such interest has been paid in full, On each substitute Certificate issued in exchange far ar replacement of any Certificate ar Certificates issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth in the DORM OF CERTTFTCATE (the "Authentication Certificate"). An authorized representative of the Paying Agent/Registrar sha11, before the delivery of any such substitute Certificate, date such substitute Certificate in the manner set Earth above, and manually sign and date the Authentication Certificate, and na such substitute Certificate shall be deemed to be issued or outstanding unless the Authentication Certificate is sa executed. The Paying AgentlRegistrar promptly shall cancel all Certificates surrendered for exchange or replacement. No additional ordinances, orders, or resolutions need be passed ar adopted by the City Council or any other body or person so as to accomplish the foregoing exchange or replacement of any Certificates ar portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Certificates in the manner prescribed herein. Pursuant to Chapter 1206, Texas Government Code, the duty of exchange or replacement of any Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution afthe Authentication Certificate, the exchanged or replaced Certificate shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Certificates which originally were delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. The Tnitial Certificate, to the extent of the unpaid or unredeemed principal balance thereof, may be assigned and transferred by the initial Registered Owner thereof once only, and to one or more assignees designated in writing by the initial Registered Owner thereof If the Initial Certificate or any portion thereof is assigned and transferred or converted the Initial Certificate must be surrendered to the Paying Agent/Registrar for cancellation, and each Certificate of Obligation issued in exchange for any portion of the Initial Certifcate shall have a single stated principal maturity date, and shall not be payable in installments; and each such Certificate of Obligation shall have a principal maturity date corresponding to the due date of the installment of principal or portion thereof for which the substitute Certificate of Obligation is being exchanged; and each such Certificate ofObligatior~ shall bear interest at the single rate applicable to and borne by such installment of principal or portion thereof for which it is being exchanged. If only a portion of the Tnitial Certificate is assigned and transferred, there shall be delivered to and registered in the name of the initial Registered Owner substitute Certificates of Obligation ire exchange for the unassigned balance of the Initial Certificate in the same manner as if the initial Registered Owner were the assignee thereof' Tf any Certificate of Obligation or portion thereof other than the Tnitial Certificate is assigned and transferred or converted each Certif cafe of Obligation issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the Certificate of Obligation for which it is exchanged. A form -~- of assignment shall be printed or endorsed on each Certificate of Obligation, excepting the Initial Certificate, which shall be executed by the Registered Owner or its duly authorized attorney or representative to evidence an assignment thereof. (e) General Characteristics. All Certificates issued in exchange or replacement ofany other Certificate or portion thereof, (i) shall be issued in fully registered forma, without interest coupons, with the principal of and interest an such Certificates to be payable only to the Registered Owners thereof, (ii) may be redeemed prior to their scheduled rraaturities, (iii) may be transferred and assigned, (iv) may be exchanged for other Certificates, (v}shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest an the Certificates shall be payable, all as provided, and. in the manner required or indicated, in the FORiVI OF CERTIFICATE. (f} Fees. The Issuer shall pay the Paying Agent/Registrar's reasonable and customary fees and charges for making transfers of Certificates, but the Registered Owner ofany Certificates requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto. The Registered Owner of any Certificates requesting any exchange shall pay the Paying AgentlRegistrar's reasonable and standard or customary fees and charges for exchanging any such Certificate or portion thereof, together with any taxes or governmental charges required to be paid with respect thereto, all as a condition precedent to the exercise of such privilege of exchange, except, however, that in the case of the exchange of an assigned and transferred Certificate or Certificates or any portion or portions thereof in any Authorized Denomination, as provided in this Ordiiance, such fees and charges will be paid by the Issuer. In addition, the Issuer hereby covenants with the Registered Owners of the Certificates that it will (i) pay the reasonable and standard ar customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of aril interest an Certificates, when due, and (ii) pay the fees and charges of the Paying AgentlRegistrar far services with respect to the transfer or registration of Certificates solely to the extent above provided, and with respect to the exchange of Certificates solely to the extent above provided. (g} Successor Paying Agent/Registrar. The Issuer covenants with the Registered Owners of the Certificates that at all times while the Certificates are outstanding the Issuer will provide a compe- tent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar fnrthe Certificates under this Ordinance, and that the Paying AgentlRegistrar will be one entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar. In the event that the entity at any time acting as Paying Agent/Registrar (or its suc- cessor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified national or state banking institution which shall be a corporation organized and doing business under the laws of the United States of America ar of airy state, authorized under such laws to exercise trust powers, subject to supervision or examination by federal ar state authority, and whose qualifications substantially are similar to the previous Paying AgentCRegistrar to act as Paying Agent/Registraruoder this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrarpiomptly shall transfer and deliver the Registration Books (ar a copy thereof), along with all other pertinent books and records relating to the Certificates, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a _g_ written notice thereof to be sent by the new Paying AgentlRegistrar to each Registered Owner ofthe Certificates, by United States mail, first-class, postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying AgentlRegistrar. {h} Additional' Redemption Notice. {i} In addition to the manner of providing notice of redemption of Certificates as set forth in Section 4 hereof, the Paying Agent/Registrar sha11 give notice of redemption of Certificates by United States mail, first-class, postage prepaid, at least thirty (30) days prior to a redemption date to the SID and each NRMSIR. In addition, in the event of a redemption caused by an advance refunding of the Certificates, the Paying AgentlRegistrar sha11send a second native of redemption to the persons specified in the immediately preceding sentence at least thirty {30} days but oat more than ninety (9Q) days prior to the actual redemption date. Any notice sent to the SID and a NRMSIR shall be sent so that such notice is received at least two (2) days prior to the general mailing or publication date of such notice: The Paying Agent/Registrarsholl also send a native of redemption to the Registered Owner of any Certificates who has not sent the Certificates in for redemption sixty (~Q) days after the redemption date. The failure to send, mail or receive any such notice described in this clause (i}, ar any defect therein or in the sending or mailing thereof, shall oat affect the validity or effectiveness of the proceedings for the redemption of any Certificate. {ii) Each redemption notice, whether required in the p'ORM Op' CERTIFICATE or otherwise by this Ordinance, shall contain a description of the Certificates to be redeemed including the complete name of the Certificates, the series, the date of issue, the interest rate, the maturity date, the CUSIP number, the amounts called of each Certificate, the publication and mailing date far the notice, the date of redemption, the redemption price, the name of the Paying AgentCRegistrar and the address at which the Certificate may be redeemed including a contact person and telephone number. (iii} All redemption payments made by the Paying Agent/Registrar tothe Registered Owners of the Certificates shall include a CUSIP number relating to each amount paid to such Registered Owner. (i} Reporting Requirements. With respect to the Certificates, to the extent required by the Code and the regulations promulgated thereunder, the Paying Agent/Registrar shall report to the Registered Owners and the Internal Revenue Service (i}the amount of "reportable payments", if any, subject to backup withholding during each year and the amount of tax withheld, if any, with respect to payments of the Certificates, and {ii) the amount of interest ar amount treated as interest on the Certificates and required to be included in the gross income of the Registered Owner thereof. Section 7, FORM OF C`ERTTFICATES. That the form of the Certificates, including the form of the Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Certificates initially issued and delivered pursuant to this Ordinance, respectively, shall be in substantially the form as set forth in the FORM OF CERTIFICATE, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance. The printer of the Certificates is hereby authorized to print on the Certificates (i} the form afbond counsel's opinion relating to the -9- Certificates, and (ii) an appropriate statement nfinsurance furnished by a municipal bond insurance company providing municipal bond insurance, if any, covering all or any part of the Certif cotes. Section S, INTEREST AND REDEMPTION FUND. That a special fund or account, to be designated the "City of Fort Worth, Texas Series 2005 Certificate of Obligation Interest and Redemption Fund" {the "Interest and Redemption Fund") is hereby created and shall be established and maintained by the Issuer. The Interest and Redemption Fund shall be kept separate and apart from. all other funds and accounts of the Issuer, and shall be used only for paying the interest on and principal of the Certificates. All ad valorem taxes levied and collected far and an account of the Certificates sha11 be deposited, as collected, to the credit of the Interest and Redemption p`und. During each year while any of the Certificates are outstanding and unpaid, the governing body ofthe Issuer shall compute and ascertain the rate and amount of ad valorem tax, based on the latest approved tax rolls of the Issuer, with full allowances being made for tax delinquencies and the cost of tax collections, which will be sufficient to raise and produce the money required to pay the interest on the Certificates as such interest comes due, and to provide a sinking fund to pay the principal of the Certificates as such principal matures, but never less than 2% of the original amount of the Certificates as a sinking fund each year. Said rate and amount of ad valorem tax is hereby ordered to be levied against all taxable property in the Issuer for each year while any of the Certificates are outstanding and unpaid, and said ad valorem tax shall be assessed and collected each such year and deposited to the credit afthe Interest and Redemption Fund. Said ad valorem taxes necessary to pay the interest on and principal ofthe Certificates, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. Notwithstanding the foregoing, if the City deposits ar budgets to be deposited in the Interest and Redemption Fund any other revenues, income or resources, including, without limitation, Surplus Revenues {the "Available Revenues"), in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes which otherwise would have been required to be levied may be reduced to the extent and by the amount of the Available Revenues then on deposit or budgeted to be deposited in the Interest and Redemption Fund. Section 9. REVENUES. That the Certificates of Obligation are additionally secured by and shall be payable from the Surplus Revenues. The Surplus Revenues are pledged by the City pursuant to authority nfChapter 1502, Texas Government Code, specifically Section 1S02.OS8 thereof The City shall promptly deposit the Surplus Revenues upon their receipt to the credit of the Interest and Redemption Fund created pursuant to Section 8, to pay the principal and interest nn the Certificates of Obligation, The amount of Surplus Revenues pledged to the payment of the Certificates of Obligation shall not exceed $1,000. Section 10. TRANSi+'ER. That the Issuer shall da any and all things necessary to accomplish the transfer of moneys to the Interest and Redemption Fund of this issue in ample tune to pay such items of principal and interest due an the Certificates as shall become due and mature on any interest payment date, at maturity nr by redemption prior to maturity. The Paying Agent/Registrar shall destroy all paid Certificates and furnish the City with an appropriate certificate of cancellation or destruction. Section 11. SECURRCT'~ FOR F~C7NDS; INVESTMENTS. (a} Security; Application of Chapter 1.208, Government Code. That the Funds and Accounts created by this Ordinance shall be -10- secured in the manner and to the fullest extent permitted or required by law for the security of public funds. The Interest and Redemption Fund shall be used only for the purposes and in the manner permitted or required by this Ordinance. Chapter 1208, Texas Government Code, applies to the issuance of the Certificates and the pledge of ad valorem taxes and the Surplus Revenues granted by the City under Sections 8 and 9, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Certificates are outstanding and unpaid such that the pledge of the ad valorem taxes and Surplus Revenues granted by the City is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the Registered Owners of the Certificates the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a fling to perfect the security interest in said pledge to occur. (b) Invesrinents. That money in any Fund or Account established by this Ordinance may, at the option of the City, be invested in Eligible Investments; provided that all such deposits and investments shall have a par value (or market value when less than par) exclusive ofaccrued interest at all times at least equal to the amount of money credited to such Funds ar Accounts, and shall be made in such manner that the money required to be expended from any Fund or Account will be available at the proper time or times; and provided, further, that the investment of such moneys shall be governed by and consistent with the City`s investment policy. Such investments shall be valued in terms of current market value as of the last day of each Fiscal Year, except that direct obligations of the United States (State and Local Government Series) in book-entry form shall be continuously valued at their par or face principal amount. Such investments shall be sold promptly when necessary to prevent any default in connection with any Certificates. Section 12. DAMAGED, li'IUT>CLATED, L®ST, ST®LEN, OR DESTRO'Y'ED CERT~FrCATES. (a) Replacement Certificates. That in the event any outstanding Certif cafe is damaged, mutilated, last, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new Certificate of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, ar destroyed Certificate, in replacement far such Certificate in the manner hereinafter provided. (b) Application for Replacement Certificates. That application for replacement of damaged, mutilated, last, stolen, or destroyed Certificates shall be made by the Registered Owner thereofta the Paying Agent/Registrar. In every case of lass, theft, or destruction of a Certificate, the Registered Owner applying for a replacement Certificate shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Certificate, the Registered Owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Certificate, as the case may he. In every case of damage or mutilation of a Certificate, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or mutilated. (c) No.l~efcrult Occurred. That notwithstanding the foregoing provisions afthis Section, in the event any such Certificate shall have matured, and na default has occurred which is then continuing in the payment of the principal af, redemption premium, if any, ar interest on the -tl- Certifzcate, the Issuer may authorize the payment of the same {without surrender thereof except in the case of a damaged or mutilated Certificate) instead ofissuing a replacement Certificate, provided security ar indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Certificates. That prior to the issuance of any replacement Certificate, the Paying Agent/Registrar shall charge the Registered Owner of such Certificate with all legal, printing, and other expenses in connection therewith. Every replacement Certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate is last, stolen, or destroyed shall constitute a contractual obligation ofthe Issuer whether or not the lost, stolen, or destroyed Certificate shall be found at any time, nr be enforceable by anyone, and shall be entitled to all the benefts of this Ordinance equally and proportionately with any and all other Certificates duly issued under this Ordinance. (e) Authority for Issuing Replacement Certificates. That in accordance with Chapter 1206, Texas Government Code, this Section of this Ordinance shall constitute authority far the issuance of any such replacement Certificate without necessity nffurther action by the Issuer or any other body or person, and the duty of the replacement of such Certificates is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Certificates in the form and manner and with the effect, as provided in Section 6{a} of this Ordinance for Certificates issued in conversion and exchange of other Certifcates. Section 13. TA% E~EIVIPTIDN. That the Issuer does not intend to issue the Certificates in a manner such that the Certificates would constitute obligations described in section 103{a) afthe Code and all applicable temporary, proposed and final regulations and procedures promulgated thereunder or promulgated under the Internal Revenue Code of 1954, to the extent applicable to the Code (the "Regulations"). Section 14. CONTINUING DISCL®SURE ~BLI~GATION. {a) Annual Reports. {i) That the Issuer shall provide annually to each NRMSIR and any SID, within six months after the end of each Fiscal Year ending in or after 2005, financial information and operating data with respect to the Issuer of the general type included in the final Official Statement authorized by Section 16 of this Ordinance, being the information described in Exhibit B hereto. Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit B hereto, or such other accounting principles as the Issuer may be required to employ froze time to time pursuant to state law or regulation, and (2) audited, if the Issuer commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the Issuer shall provide unaudited financial statements by the required time, and shall provide audited financial statements far the applicable Fiscal Year to each NRMSIR and any SID, when and if the audit report on such statements became available. (ii} If the Issuer 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 Issuer otherwise would be required to provide financial information and operating data pursuant to this -12- Section. The financial information and operating data to be provided pursuant to this Section may be set Earth in fu11 in one or mare documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available Pram the MSRB} that theretofore has been provided to each NRMSIR and any SID ar filed with the SEC. {b) Material Event Notices. The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Certificates of Obligation, if such event is material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4, Unscheduled draws on credit enhancements reflecting financial difficulties; S. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions ar events affecting the tax-exempt status o£ the Certificates; 7. Modifications to rights of holders of the Certificates; S. Certificate calls; 9. Defeasances; 10. Release, substitution, or sale of property securing repayrr~ent of the Certificates; and 1 1. Rating changes. The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, o£ any failure by the Issuer to provide financial information ar operating data in accordance with subsection {a) of this Sectian by the time required by such subsection. Any filing under this Section may be made solely by transmitting such filing to the MAC as provided at httt~://www.disclasureusa.or~, unless the SEC has withdrawn the interpretive advice stated in its letter to the MAC dated September 7, 2004. (c) Limitations, Disclaimers, and Amendments. {i} The Issuer shall be obligated to observe and perform. the covenants specified in this Sectian for sa long as, but only for so long as, the Issuer remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the Issuer in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes Certificates no longer to be outstanding. {ii) The provisions of this Section are far the sole benefit of the Registered Owners and beneficial owners of the Certificates, and nothing in this Sectian, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertaee to provide any other information that may be relevant ar material to a compkete presentation of the Issuer's financial results, condition, or prospects or hereby undertal~e to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The -13- Issuer does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date, (iii) UNDER NO CIRCUMSTANCES SHALL TI3E ISSUER BE LIABLE TO THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTI-IER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING TN WHOLE OR IN PART FROM ANY BREACH BY THE IS SUER, WHETHERNEGLIGENT 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 LINIITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (iv) No default by the Issuer in observing or performing its obligations under this Section shall comprise a breach of or default under this Ordinance far purposes of any other provision ofthis Ordinance, Nothing in this Section is intended or sha11 act to disclaim, waive, or otherwise lirrtit the duties of the Issuer under federal and state securities laws. (v) The provisions ofthis Section may be amended by the Issuer from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions ofthis Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering ofte Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the Registered Owners 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 Certificates consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as nationally recognized bond counsel) determined that such amendment will not materially impair the interest of the Registered Owners and beneficial owners of the Certificates. If the Issuer so amends the provisions ofthis Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (a) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided, The Issuer may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions ofthe Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Certificates in the primary offering ofthe Certificates. Section I.S. DTC REGISTRATIGN. That the Certificates initially shall be issued and delivered in such manner that no physical distribution of the Certificates will be made to the public, and The Depositary Trust Company ("DTC"), New York, New York, initially will act as depository for the Certificates. DTC has represented that it is a limited purpose trust company incorporated under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered under Section 1'7A of the Securities Exchange Act of 1934, as amended, and the -14- Issuer accepts, but in no way verifies, such representations. The definitive Certificates delivered to the Purchasers (as defined in Section 18} shall be registered in the name of CEDE & CO., the nominee afDTC. It is expected that DTC will hold the Certificates an behalf of the Purchasers. So long as each Certificate is registered in the name of CEDE & CO., the Paying Agent/Registrar shall treat and deal with DTC the same in all respects as if it were the actual and beneficial owner thereof. It is expected that DTC will maintain abook-entry system which will identify ownership of the Certif Cates in integral amounts of $5,000, with transfers of ownership being effected on the records of DTC and its participants pursuant to rules and regulations established by them, and that the Certificates initially deposited with DTC shall be immobilized and not be further exchanged far substitute Certificates except as hereinafter provided. The Issuer is not responsible or liable for any functions of DTC, will not be responsible for paying any fees or charges with respect to its services, will not be responsible or liable for maintaining, supervising, or reviewing the records of DTC or its participants, or protecting any interests or rights of the beneficial owners of the Certificates. It shall be the duty of the DTC Participants, as defined in the Official Statement herein approved, to make all arrangements with DTC to establish this book-entry system, the beneficial ownership of the Certificates, and the method of paying the fees and charges of DTC. The Issuer does oat represent, nor does it in any way covenant that the initial boom-entry system established with DTC will be maintained in the future. Notwithstanding the initial establishment of the foregoing book-entry system with DTC, if for any reason any of the originally delivered Certificates is duly filed with the Paying Agent/Registrar with proper request for transfer and substitution, as provided for in this Ordinance, substitute Certif sates will be duly delivered as provided in this Ordinance, anal there will be no assurance or representation that any book--entry system will be maintained for such Certificates. In connection with the initial establishment of the foregoing book-entry system with DTC, the Issuer heretofore has executed a "Blanket Letter of Representations" prepared by DTC in order to implement the book-entry system described above. Section 16. SALE. {a) Sale to Bert Bidder. That the sale of the Certificates to Morgan Keegan & Company, Inc. (the "Purchaser"}, at a price of par and accrued interest on the Certificates to the date of delivery, plus a premium of $14,919.85, is hereby authorized, ratified and confirmed. It is hereby officially found, determined and declared that the Certificates were sold to the highest bidder at terms that were the most advantageous reasonably obtained. Any accrued interest received from the sale of the Certificates shall be deposited to the Interest and Redemption Fund, and any proceeds representing premium on the Certificates shall be used in a manner consistent with the provisions of Section 1201.041(d}, Texas Government Cade. {b} Offering Documents. The Certificates were sold pursuant to the terms of a "Notice of Sale and Bidding Instructions", "Official Bid Form" and "Official Statement", the use of which documents, a true and correct copy of each such document is attached hereto, is hereby approved. The use of the "Preliminary Official Statement" prepared in connection with the sale of the CertifECates is hereby ratified. Section 1'~. CUSTODY, APPROVAL, AND RE~ISTRATIC®N OF CERTITICATES. That the City Manager ar the designee thereof is hereby authorized to have control of the Certificates initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Certificates pending their delivery anal their investigation, examination, and approval by the Attorney -IS- General of the State of Texas, and their registration by the Comptroller of Pubhc Accounts of the State of Texas. Upon registration of the Certifcates said Comptroller of Public Accounts {or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Certificates, and the seal of said Coznptraller shall be impressed, ar placed in facsimile, thereon. Section 18. OFFZC1iAES AUTFIOR>rZED 'I`O ACT ON ~EAA~,F OF T»iE Cl(TY. That the Mayor, the City Secretary, the City Manager, any Assistant City Manager or the Director of Finance of the City, and all other off cers, employees, and agents of the City, and each of them, shall be and they are hereby expressly authorized, empowered, and directed from time to time and at any time to da and perform all such acts and things and to execute, acknowledge, and deliver in the name and under the seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions afthis Ordinance, the Certificates, the offering documents prepared in cannectinn with the sale of the Certificates, or the Paying Agent/Registrar Agreement. In case any afI'icer whose signature appears on any Certificate shall cease to be such officer before the delivery of such Certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if he or she had remained in office until such delivery. Section 19. INTEg2ES'~' EARN~NOS. That the interest earnings derived from the investment of proceeds from the sale of the Certificates may be used along with other proceeds far the construction ofthe permanent improvements set Earth in Section 2 hereof for which the Certificates are issued; provided that after completion of such permanent improvements, if any of such interest earnings remain an hand, such interest earnings shall be deposited in the Interest and Redemption Fund. It is further provided, however, that any interest earnings an proceeds which are required to be rebated to the United States of America pursuant to this Ordinance hereof in order to prevent the Certifcates from being arbitrage bonds shall be sn rebated and oat considered as interest earnings far the purposes of this Section. Section. 20. DEFEASANCE, (a) Defeased Certificates. That any Certificate and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate") within the meaning of this Ordinance, except to the extent provided in subsection (c) of this Section, when.payment of the principal of such Certificate, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either {i) shall have been made or caused to be made in accordance with the terms thereof, or (ii} shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United States ofArr~erica sufficient to make such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Certificates shall have become due and payable, At such time as a Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate and the interest thereon shall nn 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 _t~_ this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem Defeased Certificates that is made in conjunction with the payment arrangements specified in subsection 20(a)(i) or (ii) shall not be irrevocable, provided that in the proceedings providing for such payment arrangements, the Issuer expressly {i) reserves the right to call the Defeased Certificates for redemption; (2) gives notice of the reservation of that right to the owners of the Defeased Certificates immediately following the making of the payment arrangements; and (3) directs that notice ofthe reservation be included in any redemption notices that it authorizes. (b) Investment in Defeasance Securities. Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required far the payment of the Certificates and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held far the payment of Defeased Certificates may contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities ar the substitution of other Defeasance Securities upon the satisfaction of the requirements specified in subsection 20(a}(i) or (ii). All income from such Defeasance Securities received by the Paying Agent/Registrar which is not required for the payment of the Defeased Certificates, with respect to which such money has been so deposited, shall be remitted to the Issuer ar deposited as directed in writing by the issuer. (c) Paying Agent/Registrar Services, Until all Defeased Certificates shall have become due and payable, the Paying Agent/Registrarsholl perform the services ofPaying Agent/Registrarfnr such Defeased Certificates the same as ifthey had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. (d) Selection of Certificates far Defeasance. In the event that the Issuer elects to defease less than all of the principal amount of Certificates of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Certificates by such random method as it deems fair and appropriate. Section 21.PREAIi~BLE. That the findings set forth in the preamble to this Ordinance are hereby incorporated into the body of this Ordinance and made a part hereof for all purposes. ,Section 22. RULES OF CONSTRUCTION. That for all purposes ofthis 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 wards "herein", "hereof' and "hereunder" and other words of similar impart refer to this Ordinance as a whole and not to any particular Section or other subdivision. I/xcept where the context otherwise requires, terms defined in this Ordinance to impart the singular number shall be considered to include the plural number and vice versa. References to any Warned person means that party and its successors and assigns. References to any cOTiStltutional, statutory or regulatory provision means such provision as it exists on the date this _t7_ Ordinance is adopted by the City and any future amendments thereto ar successor provisions thereof. Any reference to the payment of principal in this Ordinance shall be deemed to include the payment of any mandatary sinking fund redemption payments as described herein. 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 Section 23. IM1i~ED1CATE EFFECT. That in accordance with the provisions of Section 1201.028, Texas Government Code, this Ordinance shall be effective immediately upon its adoption by the City Council. Section 24. ®PEN Ii~EETiCNG. That it is hereby nfi~icially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. ADOPTED this 5th day of April, 2005. (SEAL) APP VED AS TO PORM AND LEGALITY: N` City Attorney, _._._. City of port Worth, exas -zs- City of Fort Worth, Texas Exhibit A to Ordinance NO. FORM OF CERTIFICATE UNITED STATES OF AMERICA - STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH, TEXAS COMBINATION TAX AND REVENUE CERTTFTCATES OF OBLIGATION TAXABLE SERIES 2005 MATURITY DATE TNTEREST RATE ORIGINAL ISSUE DATE APRIL 1, 2005 CUSIP ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, TEXAS (the "City" or the "Issuer"), being a political subdivision of the State of Texas, hereby promisesta pay to or to the registered assignee hereof (either being hereinafter called the "registered owner")the principal amount of DOLLARS and to pay interest thereon, from the Original Tssue Date specified above, to the Maturity Date specified above, or the date of its redemption prior to scheduled maturity, at the interest rate per annum specified above, with said interest payable on March 1, 2006, and semiannually on each September 1 and March 1 thereafter; except that ifthis Certificate is required to be authenticated and the date of its authentication is later than March I, 2006, such interest is payable semiannually on each September 1 and March l follaw'tng such date. THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United States of America, without exchange or collection charges. At maturity ar redemption prior to Maturity, the principal of this Certificate shall be paid to the registered owner hereof upon presentation and surrender of this Certificate at the designated corporate trust office in Minneapolis, Minnesota (the "Designated Trust Office"), of Wells Fargo Bank, National Association, which is the "Paying Agent/Registrar" for this Certificate. The payment of interest on this Certifcate shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by check, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance ofthis Certificate (the "Certificate Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the Paying Agent/R.egistrar by United States mail, first-class, postage prepaid, on each such interest payment date, to the registered owner hereof, at its address as it appeared on the last Business Day (as defined in the Certificate Ordinance) of the month preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest due at maturity or redemption as provided herein shall be paid to the registered owner upon presentation and surrender of this Certificate for payment at the Designated Trust Office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Certificate that on or before each principal and interest payment date far this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Redemption Fund" created by the Certificate Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Certificates, when due. All Certificates ofthis Series are issuable solely as fully registered certificates, without interest coupons, in any integral multiple of $5,000 (an "Authorized Denomination"). IN THE EVENT OFNON-PAYMENT ofinterest 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 ofthe Special Record Date and of the scheduled payment date of the past due interest ("Special Payment Date", which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each registered owner of a Certificate appearing on the Registration Books kept by the Paying Agent/Registrar at the close ofbusiness on the last business day next preceding the date of mailing of such notice. IF THE DATE for the payment of the principal of or interest on this Certificate shall be a Saturday, Sunday, a legal holiday, or a day an which banking institutions in the city where the Designated Trust Office ofthe Paying AgentlRegistrar is located are authorized bylaw or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS CERTIFICATE is one of a Series of Certificates dated as of the Original Issue Date stated above, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $7,200,000, FOR THE PURPOSE OF PROVIDING PART OF THE FUNDS FOR PAYING CONTRACTUAL OBLIGATIONS TO BE INCURRED BY THE CITY, TO-WIT, the acquisition of a building located at 1111 Monroe Street, Fort Worth, Texas (commonly known as the "Zipper Building") for use as a municipal building in which departments of the City will office, and the construction of improvements to such building; and the payment of fiscal, engineering and legal fees incurred in connection therewith. ON MARCH 1, 2015, or on any date thereafter, the Certificates of this Series maturing on March 1, 2016 and thereafter maybe redeemed prior to their scheduled maturities, at the option of the Issuer, in whole, or in part in any Authorized Denomination, at par and accrued interest to the date fixed for redemption. The years of maturity of the Certificates called for redemption at the option of the Issuer prior to stated maturity shall be selected by the Issuer. The Certificates 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 Certificates is determined only by a book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the Tssuer and the securities depository. THE CERTTFTCATES are also subject to mandatory redemption in part by lot pursuant to the terms of the Certificate Ordinance, on March 1 in each of the years 2016 through 2020, inclusive, with respect to Certificates maturing March 1, 2021, and on March 1 in each of the years 2022 through 2024, inclusive, with respect to Certificates maturing March 1, 2025, in the following years and in the following amounts, at a price equal to the principal amount thereof and accrued and unpaid interest to the date of redemption, without premium: Year Principal Amount (~) Xear Principal Amount (~) 2016 360,000 2021 * 4'70,000 2017 380,000 2022 495,000 2018 400,000 2023 520,000 2019 420,000. 2024 550,000 2020 445,000 2025* 580,000 *Final Maturity To the extent, however, that Certificates subject to sinking fund redemption have been previously purchased or called far redemption in part and otherwise than from a sinking fund redemption payment, each annual sinking fund payment for such Certifcates shall be reduced by the amount obtained by multiplying the principal amount of Certificates so purchased or redeemed by the ratio which each remaining sinking fund redemption payment for such Certificates bears to the total remaining sinking fiand payments, and by rounding each such payment to the nearest $5,000 integral; provided, that during any period in which ownership of the Certificates is determined only by a book entry at a securities depository for the Certificates, the particular Certificates to be called for mandatory redemption shall be selected in accordance with the arrangements between the Tssuer and the securities depositary. AT LEAN 30 days prior to the date fixed for any such redemption (a) a written notice of such redemption shall be given to the registered owner of each Certificate or a portion thereof being called far redemption by depositing such notice in the United States mail, first class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books of the Paying Agent/Registrar and (b) notice of such redemption either shall be published one (1) time in ar pasted electronically on the website of a financial journal ar 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 for redemption; provided, however, that the failure to send, mail, or receive such notice described in (a) above, or any defect therein ar in the sending ar mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Certificate, and the Ordinance provides that the provision of notice as described in (b) above shall be the only notice actually required in connection with or as a prerequisite to the redemption of any Certificate, By the date fixed far any such redemption due pravisian shall be made by the Tssuer with the Paying Agent/Registrar for the payment of the required redemption price for this Certificate or the portion hereof which is to be so redeemed, plus accrued interest thereon to the date fixed far redemption, Tf such notice of redemption is given, and if due pravisian for such payment is made, all as provided above, this Certificate, or the portion hereof which is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled maturity, and shall not bear interest after the date fixed for its redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of this Certificate or any portion hereof. If a portion of any Certificate shall be redeemed a substitute Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any Authorized Denomination, at the written request of the registered owner, and in aggregate principal amount equal to the unre- deemed portion thereof, will be issued to the registered owner upon the surrender thereof far cancellation, at the expense of the Issuer, all as provided in the Ordinance. AS PROVIDED IN THE CERTIFICATE ORDINANCE, this Certificate may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of fully registered certificates, without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be; having the same maturity date, and bearing interest at the same rate, in any Authorized Denomination as requested in writing by the appropriate registered owner, assignee, or assignees, as the case znay be, upon surrender of this Certificate to the Paying Agent/Registrar at its Designated Trust Offzce for cancellation, all in accordance with the faun and procedures set forth in the Certificate Ordinance. Among other requirements for such assignment and transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar at its Designated Trust Office, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof in any Authorized Denomination to the assignee or assignees in whose name or names this Certificate or any such portion or portions hereof is ar are to be transferred and registered. The form of Assignment printed or endorsed on this Certificate may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments afassignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Certificate or any portion or portions hereof from tune to time by the registered owner. The foregoing notwithstanding, in the case of the exchange of an assigned and transferred Certificate or Certificates or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer. The one requesting such exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for exchanging any Certificate or portion thereof In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by fibs one requesting such assignment, transfer, or exchange as a condition precedent to the exercise of such privilege. In any circumstance, neither the Issuer nor the Paying Agent/Registrar shall be required (I) to make any transfer or exchange during a period beginning at the opening ofbusiness 30 days before the day of the first mailing of a notice of redemption of the Certificates and ending at the close ofbusiness an the day of such mailing, ar (2) to transfer or exchange any Certificates so selected for redemptian when such redemption is scheduled to occur within 3 0 calendar days. WHENEVER the beneficial ownership of this Certificate is determined by a book entry at a securities depository for the Certificates, the foregoing requirements of holding, delivering or transferring this Certificate shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering ar transferring the back entry to produce the same effect. IN THE EVENT any Paying AgentlRegistrar for the Certificates is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause written notice thereof to be mailed to the registered owners of the Certificates. IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and validly authorized, issued, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Certificate have been performed, existed, and been done in accordance with law; that this Certificate is a direct obligation of said Issuer, issued on the full faith and credit thereof, and that annual ad valorem taxes sufficient to provide for the payment ofthe interest on and principal ofthis Certificate, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and have been pledged for such payment, within the limit prescribed by law; and that a limited pledge (not to exceed $1,000) of the surplus revenues from the operation of the City's combined water and sewer system remaining after payment of all operation and maintenance expenses thereofand any other obligations heretofore or hereafter incurred to which such revenues have been or shall be encumbered by a lien on and pledge of such revenues superior to the lien on and pledge ofsuch revenues to the Certificates, have been pledged as additional security for the Certificates. BY BECOMING the registered owner of this Certificate, the registered owner thereby acknowledges all of the terms and provisions ofthe Certificate Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for inspection in the official minutes and records of the Issuer, and agrees that the terms and provisions ofthis Certificate and the Certificate Ordinance constitute a contract between each registered owner hereof and the Issuer. IN WITNESS WHEREOF, this Certificate has been signed with the manual or facsimile signature of the Mayor of the Issuer, attested by the manual or facsimile signature of the City Secretary, and approved as to form and legality with the manual or facsimile signature of the City Attorney, and the official seal of the Issuer has been duly affixed to, or impressed, or placed in facsimile, on this Certificate. xxxxx xxxxx City Secretary Mayor APPROVED AS TO FORM AND LEGALITY: xxxxx City Attorney (SEAL) FORM OP PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Certificate of Obligation has been issued under the provisions ofthe proceedings adopted by the Issuer as described in the text of this Certificate ofObligation, and that this Certificate of Obligation has been issued in exchange for or replacement of a certificate of obligation, certificates of obligation, or a portion of a certificate of obligation or certificates of obligation of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Cnrnptrnller of Public Accounts of the State of Texas. Dated WELLS FARGO BANK, NATIONAL ASSOCIATION, Paying Agei~tlRegistrar By Authorized Representative *FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO THE CERTIFICATES UPON INITIAL DELIVERY THEREOF OFFICE OF COMPTROLLER REGISTER NO. STATE OF TEXAS I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Certificate has been examined by him as required by law, and that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and binding obligation ofthe City of Fort Worth, Texas, payable in the manner provided by and in the ordinance authorizing same, and said Certificate has this day been registered by rne. WITNESS MY HAND and seal of office at Austin, Texas this (SEAL} Comptroller of Public Accounts of the State of Texas NOTE: *¶ to accompany initial certificates only FORM OF ASSIGNMENT: ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please insert Social Security or Taxpayer Identification Number of Transferee) (Please print ar typewrite name and address, including zip code of Transferee) the within Certificate of Obligation and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Certificate of Obligation an books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed.: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Certificate in every particular, without alteration or enlargement or any change whatsoever. The printer of the Certificates is hereby authorized to print on the Certificates (i) the form of bond counsel's opinion relating to the Certificates, and (ii) an appropriate statement of insurance furnished by a municipal bond insurance company providing municipal bond insurance, if any, covering all or any part of the Certificates. INSERTIONS FOR THE INITIAL CERTIFICATE The Initial Certificate shall be in the form. set forth in this Exhibit A, except that: A. Immediately under the name ofthe Certificate, the headings "INTEREST RATE" and "MATURITY DATE" shall be completed with the words "As shown below" and the heading "CUSIP N0." shall be deleted. B. The first paragraph shall be deleted and the following will be inserted: "THE CITY OF FORT WORTH, TEXAS {the "City" or the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to or to the registered assignee thereof (either being hereinafter called the "registered owner"), on March 1 in each of the years set Earth in the following schedule, the principal installments set forth in the follawing schedule, with such principal installments bearing interest at the per annum rates set forth in the following schedule: Years ~'rincipal Installments Interest Rates (Information from Sections 3 and 5 to be inserted) The City promises to pay interest on the unpaid principal installments hereof (calculated on the basis of a 360-day year cansisting of twelve 30-day months) from the Original Issue Da#e shawn above at the respective interest rates per annum specified above. Interest is payable on March 1, 2006 and semiannually thereafter on each September 1 and March I thereafter to the date of payment of the principal installment specified above; except that if this Certificate is required to be authenticated and the date of its authentication is later than March 1, 2006, such interest is payable semiannually an each September I and 1Vlarch I following such date. C. The Initial Certificate shall be numbered "T-1 ". Exhibit B to Ordinance DESCRIPTION OF ANNUAL FIl~IANCIAL INFORMATION The following information is referred to in Section 14 of this Ordinance. Annual Financial ,Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section areas specified {and included in the Appendix ar under the headings of the OfFicial Statement referred ta) below: The information of the general type included in tables 1 through 6, inclusive, and tables 8 through 15, inclusive. AppendixB to the Oi~"icial Statement, "Excerpts fr®rn the Annual Financial Report ol'the City of F©rt Worth, Texas for the Fiscal Fear Ended September 30, 2004". Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the annual financial report referred to above. THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH I, Marty Hendrix, City Secretary of the City of Dart Worth, in the State of Texas, da hereby certify that I have compared the attached and foregoing excerpt from the minutes of the regular, open, public meeting of the City Council of the City of Fort Worth, Texas held on April 5, 2005, and of the ordinance authorizing the issuance of Connbination Tax and Revenue Certificates of Obligation, Taxable Series 2005, which was duly passed at said meeting, and that said copy is a true and correct copy of said excerpt and the whole of said ordinance. In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of Fart Worth, this Sth day of April, 2005. City Secretary, 'ty of Fart Worth, Texas {SEAL) Page l of 2 r`~y ®f ~~rt VV®r~h~ T"e~ca.~ COUNCIL ACTT®N: Approved As Amended on 41512©[15 -Ord. #'16364-04W2005 DATE: Tuesday, April 05, 2005 LOG NAl1~E: ~ 3COMP CO SALE REFERENCE Na.: G-~~~; SUBJECT: Adopt an Ordinance Providing for Issuance of $7,200,000 Combination Tax and Re' Certificates of Obligation, Taxable Series 2005 RECOIUINIEN©ATiON: It is recommended that the City Council: 1. Adopt an ordinance providing fior the issuance of $7,200,000 Combination Tax and Rey Certificates of Obligation, Taxable Series 2005 and approving the use of the "Notice of Sale and Bi Instruction", "Official Bid Dorm," and "Official Statement" prepared in connection with the issuance above stated bonds; and 2. Authorize the $7,200,000 Combination Tax and Revenue Certificates of Obligation, Taxable 2005, be sold to Morgan Keegan & Company, Inc., the bidder offering the lowest true interest r 5.287197"/0. DISCEDSSION: Proceeds from this sale will be used in funding capital projects as authorized March, 28, 2005, (M• 14052), specifically the acquisition, renovation and associated costs thereto; far the building located at Monroe Street, Fort Worth, Texas (commonly known as the "Zipper Building"} far use as a mur building in which departments of the City will office. The proceeds from this sale will be utilized f~ construction of improvements to and the acquisition of equipment for such building and the paym~ fiscal, engineering and legal fees incurred in connection therewith. A summary of the true interest rates for the bids received by the City is attached. The Zipper Building is located in Council District 9. FISCAL iNFORMATiONICERTiFiCATION: The Finance Director certil:les that funds will be available to make the debt service payments on bands. TO Fur~dlAccountlCenters FROM FundlAccountlCenters Submitted for City Mana er"s Office b Richard Zavala (Acting} {6222} Ori inatin De artment Head: ht€p://www.ctvvnet.or~;/cauncil~aci~et/Reports/znc~rint.asp 4/25/2005 Pale 2 of 2 Jim Keyes (8517) Additions! Information Co~atsct~ Skipper Shook (8519) l~ttp://www.cfwnet.nrg/council~acketlReports/nac~rint.asp 412SIZOpS