HomeMy WebLinkAboutOrdinance 26879-04-2024ORDINANCE NO.26879-04-2024
AN ORDINANCE CONSIDERING ALL MATTERS INCIDENT AND
RELATED TO THE ISSUANCE, SALE AND DELIVERY OF UP TO
$300,000,000 IN PRINCIPAL AMOUNT OF "CITY OF FORT WORTH
GENERAL PURPOSE REFUNDING BONDS"; AUTHORIZING THE
ISSUANCE OF THE BONDS; DELEGATING THE AUTHORITY TO CERTAIN
CITY OFFICIALS TO EXECUTE CERTAIN DOCUMENTS RELATING TO
THE SALE OF THE BONDS; APPROVING AND AUTHORIZING
INSTRUMENTS AND PROCEDURES RELATING TO SAID BONDS;
ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT, AND
PROVIDING AN EFFECTIVE DATE
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
WHEREAS, the City of Fort Worth, Texas (the "Issuer") is a home -rule municipality,
acting as such under the Constitution and Iaws of the State of Texas, has a population in excess of
50,000, and has outstanding Iong-term indebtedness that is rated by a nationally recognized rating
agency for municipal securities in one of the four highest rating categories for long-term
obligations; and
WHEREAS, by virtue of an election held within the Issuer on May 7, 2022 (the "Election"),
this City Council became authorized to issue, sell and deliver the ad valorem tax supported public
securities of the Issuer for the public purpose of designing, constructing and renovating (i) street
and pedestrian mobility improvements in the aggregate principal amount of $369,218,300;
(ii) public safety facilities for the police and fire departments in the aggregate principal amount of
$39,321,000; (iii) park and recreation facilities in the aggregate principal amount of $123,955,500;
(iv) library facilities in the aggregate principal amount of $12,505,200; and (v) public open space
facilities in the aggregate principal amount of $15,000,000, including the acquisition of land and
rights -of -way for such improvements and facilities; of which there have been issued heretofore, as
described in Schedule I attached hereto and incorporated herein; and
WHEREAS, pursuant to an Ordinance approving and authorizing the i ssuance by the Issuer
of its General Purpose Commercial Paper Notes, Series ECP, in an aggregate principal amount at
any one time outstanding not to exceed $300,000,000 to provide interim financing to pay Project
Costs for Projects and to refund obligations issued in connection with Projects; approving and
authorizing certain authorized officers and employees to act on behalf of the City in the selling and
delivery of such Commercial Paper Notes, within the limitations and procedures specified herein;
making certain covenants and agreements in connection therewith; resolving other matters incident
and related to the issuance, sale, security and delivery of such Commercial Paper Notes, including
the appointment of an Issuing and Paying Agent and a Dealer and approval of an Issuing and
Paying Agent Agreement, and a Dealer Agreement; approving the use of an Offering Memorandum
in connection with the sale from time to time of such Commercial Paper Notes; and providing an
effective date, adopted on August 23, 2022 (the "CP Ordinance"), the Issuer has authorized to be
outstanding the City of Fort Worth, Texas General Purpose Commercial Paper Notes, Series ECP,
in the aggregate original principal amount not to exceed $300,000,000 at any time (the
"Commercial Paper Notes"); and
WHEREAS, the Issuer now desires to refund all -or part of the Commercial Paper Notes
(the "Eligible Refunded Notes," and those Eligible Refunded Notes designated by the Pricing
Officer in a Pricing Certificate, each as defined below, to be refunded are herein referred to as the
"Refunded Notes"); and
WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207")
authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof,
together with any other available funds or resources, directly with a paying agent for the Refunded
Notes or a trust company or commercial bank that does not act as a depository for the Issuer and
is named in these proceedings, and such deposit, if made before the payment dates of the Refunded
Notes, shall constitute the making of firm banking and financial arrangements for the discharge
and final payment of the Refunded Notes; and
WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow or similar
agreement with such paying agent for the Refunded Notes or trust company or commercial bank
with respect to the safekeeping, investment, reinvestment, administration and disposition of any
such deposit, upon such terms and conditions as the Issuer and such paying agent or trust company
or commercial bank may agree; and
WHEREAS, the City Council hereby specifies that to the extent the principal amount of
the refunding bonds authorized hereby, together with any net premium thereon, exceeds the
principal amount of the Refunded Notes, such difference shall be counted against the principal
amount of bonds authorized by the Election; and
WHEREAS, the issuance of the Bonds and the application of the proceeds of the Bonds to
refund the Refunded Notes, which consist of extendable commercial paper notes, makes it
impracticable to determine the maximum amount by which the aggregate amount of payments to
be made under the Bonds exceeds the aggregate amount of payments that would have been made
under the terms of the Refunded Notes for purposes of Section 1207.008(a)(2), Texas Government
Code; and
WHEREAS, the City Council hereby finds and declares a public purpose and it is in the
best interests of the Issuer to refund the Refunded Notes in accordance with this Ordinance, with
the terms of any series of Bonds issued to be included in a pricing certificate (a "Pricing
Certificate") to be executed by the Pricing Officer (hereinafter designated), all in accordance with
the provisions of Section 1207.007, Texas Government Code and Chapter 1371, Texas
Government Code ("Chapter 1371"); and
WHEREAS, all the Refunded Notes mature or are subject to redemption prior to maturity
within 20 years of the date of the bonds hereinafter authorized; and
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WHEREAS, the bonds hereinafter authorized to be issued were voted and are to be issued,
sold and delivered pursuant to the general laws of the State of Texas, including Texas Government
Code Chapters 1207, 1331 and 1371, as amended, and the Issuer's Home Rule Charter, and
WHEREAS, the meeting was open to the public and public notice of the time, place and
purpose of said meeting was given pursuant to Chapter 551, Texas Government Code;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH, TEXAS:
SECTION 1. RECITALS, AMOUNT, PURPOSE AND DESIGNATION OF THE
BONDS.
(a) The recitals set forth in the preamble hereof are incorporated herein and shall have the
same force and effect as if set forth in this Section.
(b) The term "Bonds" as used in this Ordinance shall mean and include collectively the
bond initially issued and delivered pursuant to this Ordinance for a Series of Bonds (each an "Initial
Bond") and all substitute bonds exchanged therefor, as well as all other substitute bonds and
replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds. The
term "Series" or "Series of Bonds" shall mean any designated series of Bonds issued pursuant to
this Ordinance.
(c) The Bonds are hereby authorized to be issued and delivered in one or more Series in
the maximum aggregate principal amount of $300,000,000 for the public purpose of refunding the
Refunded Notes, and to pay the costs associated with the issuance of the Bonds. With each Series
of Bonds, the Pricing Officer shall set forth in the Pricing Certificate for such Series, based on the
purposes for which the Refunded Notes to be refunded with the Series of Bonds were issued, the
amount of Bonds allocable to public purposes of (i) street and pedestrian mobility improvements;
(ii) public safety facilities for the fire and police departments; (iii) park and recreation facilities;
(iv) library facilities; and (v) public open space facilities, all in accordance with and subject to the
bond propositions in the Election.
(d) Each Series of Bonds issued pursuant to this Ordinance shall be designated: "CITY OF
FORT WORTH, TEXAS GENERAL PURPOSE REFUNDING BOND" with each Series of
Bonds having a year designation for the year in which such Series of Bonds is issued, and having
a letter designation following the year, starting with "A", and with such changes as designated by
the Pricing Officer pursuant to Section 2 hereof. For each Series of Bonds there shall be initially
there shall be issued, sold, and delivered hereunder fully registered bonds, without interest
coupons, payable to the respective registered owners thereof (with the Initial Bond being made
payable to the Purchaser as described in Section 10 hereof), or to the registered assignee or
assignees of said Bonds or any portion or portions thereof (in each case, the "Registered Owner").
Each Series of Bonds shall be in the respective principal amounts, shall be numbered, shall mature
and be payable on the date or dates in each of the years and in the principal amounts, and shall
bear interest to their respective dates of maturity or redemption prior to maturity at the rates per
annum, as set forth in the Pricing Certificate for such Series.
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SECTION 2, DELEGATION TO PRICING OFFICER.
(a) As authorized by Sections 1207.007 and 1371.053, Texas Government Code, as
amended, the City Manager and the Chief Financial Officer/Director of Financial Management
Services of the Issuer (each a "Pricing Officer") is hereby authorized to act on behalf of the Issuer
in selling and delivering the Bonds, determining which of the Eligible Refunded Notes shall be
refunded and carrying out the other procedures specified in this Ordinance, including, determining
the date of sale of the Bonds of each Series, the date of the Bonds of a Series, any additional or
different designation or title by which a Series of Bonds shall be known, including a Series
designation, the price at which the Bonds of each Series will be sold, the years in which each Series
of Bonds will mature, the principal amount to mature in each of such years, the rate of interest to
be borne by each such maturity, the interest payment and record dates, the price and terms upon
and at which a Series of Bonds shall be subject to redemption prior to maturity at the option of the
Issuer, as well as any mandatory sinking fund redemption provisions, and all other matters relating
to the issuance, sale, and delivery of each Series of Bonds and the refunding of the Refunded
Notes, including without limitation establishing the redemption date for and effecting the
redemption of Refunded Notes and obtaining municipal bond insurance for all or any portion of a
Series of Bonds (including in connection therewith the execution of any commitment agreements,
membership agreements in mutual insurance companies, and other similar agreements) and
providing for the terms and provisions thereof applicable to the Series of Bonds, all of which shall
be specified in the Pricing Certificate for the Series of Bonds; provided that:
(i) the aggregate original principal amount of the Bonds shall not exceed
$300,000,000;
(ii) the maximum stated maturity of the Bonds shall not exceed 40 years from the date
of issuance;
(iii) the Bonds shall bear interest at a fixed rate, and the net effective interest rate on the
Bonds shall not exceed the maximum net effective interest rate permitted by Iaw to
be paid on obligations issued or incurred by the Issuer in the exercise of its
borrowing powers (prescribed by Chapter 1204, Texas Government Code, as
amended);
(iv) the delegation made hereby shall expire if not exercised by the Pricing Officer
through execution of a Pricing Certificate on or prior to April 22, 2025; and
(vi) on or prior to delivery, the Bonds shall be rated by a nationally recognized rating
agency for municipal securities in one of the four highest categories for long-term
obligations.
(b) In establishing the aggregate principal amount of a Series of Bonds, the Pricing Officer
shall establish an amount not exceeding, in aggregate with any other Series of Bonds, the amount
authorized in Subsection (a) hereof, which shall be sufficient in amount to provide for the purposes
for which the Series of Bonds are authorized and to pay costs of issuing the Bonds. Each Series
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of Bonds shall be sold with and subject to such terms as set forth in the Pricing Certificate for such
Series.
(c) By adoption of this Ordinance, the Chief Financial Officer/Director of Financial
Management Services of the Issuer, as a Pricing Officer, is designated a special Acting Assistant
City Manager for the limited purposes of executing certificates, agreements, notices, instruction
letters, requisitions, and other documents on behalf of the Issuer in accordance with this Ordinance.
SECTION 3. CHARACTERISTICS OF THE BONDS.
(a) Registration, Transfer, Conversion and Exchange, Authentication. The Issuer shall
keep or cause to be kept at the designated office of the bank named in the Pricing Certificate as the
paying agent/registrar for the Bonds (the "Paying Agent/Registrar") books or records for the
registration of the transfer, conversion and exchange of the Bonds (the "Registration Books"), and
the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep
such books or records and make such registrations of transfers, conversions and exchanges under
such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the
Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as
herein provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the
address of the Registered Owner of each Bond to which payments with respect to the Bonds shall
be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the
Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such
interest payments shall not be mailed unless such notice has been given. The Issuer shall have the
right to inspect the Registration Books during regular business hours of the Paying
Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books
confidential and, unless otherwise required by law, shall not permit their inspection by any other
entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges
for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or
Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made
in the manner provided and with the effect stated in the Form of Bond set forth in Exhibit A to
this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each
other Bond.
Except as provided in Section 3(c) of this Ordinance, an authorized representative of the
Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said
Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so
executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds
surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need
be passed or adopted by the governing body of the Issuer or any other body or person so as to
accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in
the manner prescribed herein, and said Bonds shall be printed or typed on paper of customary
weight and strength. Pursuant to Chapter 1201, Government Code, as amended, the duty of
conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying
Agent/Registrar, and, upon the execution of said Bond, the converted and exchanged Bond shall
be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds
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that initially were issued and delivered pursuant to this Ordinance, approved by the Attorney
General of the State of Texas (the "Attorney General") and registered by the Comptroller of Public
Accounts of the State of Texas (the "Comptroller").
(b) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds,
all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all
conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this
Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and
for thirty (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 past due interest shall be sent at
least five (5) business days prior to the Special Record Date by United States mail, first-class
postage prepaid, to the address of each Registered Owner appearing on the Registration Books at
the close of business on the last business day next preceding the date of mailing of such notice.
(c) In General. The Bonds of each Series (i) shall be issued in fully registered form,
without interest coupons, with the principal of and interest on such Bonds to be payable only to
the Registered Owners thereof, (ii) may or shall be redeemed prior to their scheduled maturities
(notice of which shall be given to the Paying Agent/Registrar by the Issuer at Ieast 45 days prior
to any such redemption date), (iii) may be converted and exchanged for other Bonds of the Series,
(iv) may be transferred and assigned, (v) shall have the characteristics, (vi) shall be signed, sealed,
executed and authenticated, (vii) the principal of and interest on the Bonds shall be payable, and
(viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties
and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect
as required or indicated, in the Form of Bond set forth in Exhibit A to this Ordinance (as modified
in a Pricing Certificate). The Initial Bond for each Series is not required to be, and shall not be,
authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of
and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall
execute the Paying Agent/Registrar's Authentication Certificate, in the form set forth in the Form
of Bond.
(d) Pgying Agent/Registrar for the Bonds. The Issuer covenants with the Registered
Owners of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a
competent and legally qualified bank, trust.company, financial institution, or other entity to act as
and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that
the Paying Agent/Registrar will be a single 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, to be effective not later than 60 days prior to the next principal or interest payment
date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or
its successor by merger, acquisition, or other method) should resign or otherwise cease to act as
such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank,
trust company, financial institution, or other agency to act as Paying Agent/Registrar under this
Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other
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pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated
and appointed by the Issuer. Upon any change in the Paying Agent./Registrar, the Issuer promptly
will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered
Owner of the 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.
(e) Authentication. Except as provided below, no Bond shall be valid or obligatory for
any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears
thereon the Paying Agent/Registrar's Authentication Certificate substantially in the form provided
in this Ordinance, duly authenticated by manual execution of the Paying Agent/Registrar. It shall
not be required that the same authorized representative of the Paying Agent/Registrar sign the
Paying Agent/Registrar's Authentication Certificate on all of the Bonds. In lieu of the executed
Paying Agent/Registrar's Authentication Certificate described above, the Initial Bond of each
Series delivered on the closing date shall have attached thereto the Comptroller's Registration
Certificate substantially in the form provided in this Ordinance, manually executed by the
Comptroller or by her duly authorized agent, which certificate shall be evidence that the Initial
Bond has been duly approved by the Attorney General and that it is a valid and binding obligation
of the Issuer, and has been registered by the Comptroller.
(f) Book-End-OnlySystem. The Pricing Officer shall designate in the Pricing Certificate
for a Series of Bonds whether such Series are to be issued utilizing the book -entry -only system
with The Depository Trust Company, New York, New York ("DTC"). Any Series of Bonds so
designated shall be subject to the provisions in this subsection (f) and subsections (g), (h) and (i)
and elsewhere in this Ordinance regarding DCT and other securities depositories.
The Bonds issued in exchange for the Initial Bond shall be initially issued in the form of a
separate single fully registered Bond for each of the maturities thereof. Upon initial issuance, the
ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of DTC,
and except as provided in subsection (g) hereof, all of the outstanding Bonds shall be registered in
the name of Cede & Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer
and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers
and dealers, banks, trust companies, clearing corporations and certain other organizations on
whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance
and settlement of securities transactions among DTC Participants or to any person on behalf of
whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately
preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or
obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC
Participant or any other person, other than a Registered Owner of Bonds, as shown on the
Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC
Participant or any other person, other than a Registered Owner of Bonds, as shown in the
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Registration Books of any amount with respect to principal of or interest on the Bonds.
Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Registration Books as the absolute owner of such Bond for the purpose of payment
of principal and interest with respect to such Bond, for the purpose of registering transfers with
respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay
all principal of and interest on the Bonds only to or upon the order of the Registered Owners, as
shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly
authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the Issuer's obligations with respect to payment of principal of and interest on the Bonds
to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in
the Registration Books, shall receive a Bond evidencing the obligation of the Issuer to make
payments of principal and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying
Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to
interest checks being mailed to the Registered Owner at the close of business on the Record Date,
the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
The previous execution and delivery of the Blanket Issuer Letter of Representations with
respect to obligations of the Issuer is hereby ratified and confirmed; and the provisions thereof
shall be fully applicable to the Bonds.
(g) Successor Securities Deposito1y, Transfers Outside Book -Entry -Only System. In the
event that the Issuer determines that DTC is incapable of discharging its responsibilities described
herein and in the Blanket Issuer Letter of Representations to DTC or that it is in the best interest
of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer shall
(i) appoint a successor securities depository, qualified to act as such under Section 17A of the
Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Bonds to
such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Bonds and transfer one or more separate certificated Bonds to DTC Participants
having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be
restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of
DTC, but may be registered in the name of the successor securities depository, or its nominee, or
in whatever name or names Registered Owners transferring or exchanging Bonds shall designate,
in accordance with the provisions of this Ordinance.
(h) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of and interest on such Bond and all notices with respect to
such Bond shall be made and given, respectively, in the manner provided in the Blanket Issuer
Letter of Representations to DTC.
(i) Cancellation of Initial Bond. On the closing date, the Initial Bond of a Series,
representing the entire principal amount of that Series of Bonds, payable in stated installments to
the purchaser designated in Section 10 or its designee, executed by manual or facsimile signature
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of the Mayor and City Secretary of the Issuer, approved by the Attorney General, and registered
and manually signed by the Comptroller, will be delivered to such purchaser or its designee. Upon
payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver
to DTC on behalf of such purchaser one registered definitive Bond for each year of maturity of the
Bonds, in the aggregate principal amount of all of the Bonds for such maturity. To the extent that
the Paying Agent/Registrar is eligible to participate in DTC's FAST System, pursuant to an
agreement between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall hold
the definitive Bonds in safekeeping for DTC.
0) Conditional Notice of Redemption. With respect to any optional redemption of the
Bonds, unless the prerequisites to such redemption required by this Ordinance have been met and
moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be
redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice
of redemption, such notice shall state that said redemption may, at the option of the Issuer, be
conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying
Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth
in such notice of redemption. If conditional notice of redemption is given and such prerequisites
to the redemption and sufficient moneys are not received, such notice shall be of no force and
effect, the Issuer shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in
the manner in which the notice of redemption was given, to the effect that the Bonds have not been
redeemed.
SECTION 4. FORM OF BONDS. The form of the Bonds ("Form of Bond' ), including
the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the
form of Comptroller's Registration Certificate to be attached to the Bonds initially issued and
delivered pursuant to this Ordinance, shall be, respectively, in substantially the form set forth in
Exhibit A to this Ordinance, with such appropriate variations, omissions or insertions as are
permitted or required by this Ordinance, and with the Form of Bond to be modified pursuant to,
and completed with information set forth in, the Pricing Certificate for a Series of Bonds. The
Form of Bond as it appears in Exhibit A shall be completed, amended and modified by Bond
Counsel to incorporate the information set forth in the Pricing Certificate, but it is not required for
the Form of Bond to be reproduced as an exhibit to the Pricing Certificate.
SECTION 5. INTEREST AND REDEMPTION FUND.
(a) A special Interest and Redemption Fund (the "Interest and Redemption Fund") is hereby
created solely for the benefit of the Bonds, and the Interest and Redemption Fund shall be
established and maintained by the Issuer at an official depository bank of 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 Bonds. All ad valorem
taxes levied and collected for and on account of the Bonds, together with any accrued interest
received upon sale of the Bonds, shall be deposited, as collected, to the credit of the Interest and
Redemption Fund. During each year while any of the Bonds or interest thereon are outstanding
and unpaid, the governing body of the Issuer shall compute and ascertain a rate and amount of ad
valorem tax which will be sufficient to raise and produce the money required to pay the interest
on the Bonds as such interest becomes due, and to provide and maintain a sinking fund adequate
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to pay the principal of its Bonds as such principal matures or is scheduled for redemption (but
never less than 2% of the original principal amount of the Bonds as a sinking fund each year).
Said tax shall be based on the latest approval tax rolls of the Issuer, with full allowance being made
for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is
hereby levied, and is hereby ordered to be levied, against all taxable property in the Issuer for each
year while any of the Bonds or interest thereon are outstanding and unpaid; and said tax shall be
assessed and collected each such year and deposited to the credit of the aforesaid Interest and
Redemption Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on
and principal of the Bonds, as such interest comes due and such principal matures or is scheduled
for redemption, are hereby pledged for such payment, within the limit prescribed by law.
(b) Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the
pledge of the taxes granted by the Issuer under this Section and Section 9, respectively, and is
therefore valid, effective, and perfected. Should Texas law be amended at any time while the
Bonds are outstanding and unpaid, the result of such amendment being that the pledge of the taxes
granted by the Issuer under this Section is to be subject to the filing requirements of Chapter 9,
Texas Business and Commerce Code, in order to preserve to the Registered Owners of the Bonds
a security interest in said pledge, the Issuer agrees to take such measures as it determines are
reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9,
Texas Business and Commerce Code and enable a filing of a security interest in said pledge to
occur.
SECTION 6. DEFEASANCE OF BONDS.
(a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer
outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent
provided in subsection (d) of this Section, when payment of the principal of such Bond, plus
interest thereon to the due date (whether such due date be by reason of maturity or otherwise)
either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii)
shall have been provided for on or before such due date by irrevocably depositing with or making
available to the Paying Agent/Registrar in accordance with an escrow agreement or other
instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United
States of America sufficient to make such payment or (2) Government Obligations 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 Bonds shall have become due and payable. At such time as a Bond shall be deemed
to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer
be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and
pledged as provided in this Ordinance, and such principal and interest shall be payable solely from
such money or Government Obligations. 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 (a)(i) or (ii) of this
Section 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 for redemption;
(2) gives notice of the reservation of that right to the Registered Owners of the Defeased Bonds
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immediately following the making of the payment arrangements; and (3) directs that notice of the
reservation be included in any redemption notices that it authorizes.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction
of the Issuer be invested in Government Obligations, maturing in the amounts and times as
hereinbefore set forth, and all income from such Government Obligations received by the Paying
Agent/Registrar that is not required for the payment of the 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/or Government Obligations are held for the payment of Defeased Bonds may contain
provisions permitting the investment or reinvestment of such moneys in Government Obligations
or the substitution of other Government Obligations upon the satisfaction of the requirements
specified in Subsection (a)(i) or (ii) of this Section. All income from such Government Obligations
received by the Paying Agent/Registrar which is not required for the payment of the Defeased
Bonds, with respect to which such money has been so deposited, shall be remitted to the Issuer or
deposited as directed in writing by the Issuer.
(c) Unless modified in a Pricing Certificate, the term "Government Obligations" means any
securities and obligations now or hereafter authorized by state law that are eligible to discharge
obligations such as the Bonds, including (i) direct, noncallable obligations of the United States of
America, including obligations that are unconditionally guaranteed by the United States of
America, (ii) noncallable obligations of an agency or instrumentality of the United States of
America, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date the governing body of the Issuer adopts 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 or its equivalent, and (iii)
noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the governing body of the Issuer
adopts 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 or its
equivalent.
(d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar
shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they
had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such
services as required by this Ordinance.
(e) In the event that the Issuer elects to defease less than all of the principal amount of Bonds
of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of
Bonds by such random method as it deems fair and appropriate.
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SECTION 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost,
stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered,
a new Bond of the same Series, principal amount, maturity and interest rate, as the damaged,
mutilated, lost, stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter
provided.
(b) Application for Replacement Bonds. Application for replacement of damaged, mutilated,
lost, stolen or destroyed Bonds shall be made by the Registered Owner thereof to the Paying
Agent/Registrar. In every case of loss, theft or destruction of a Bond, the Registered Owner
applying for a replacement Bond 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 Bond, 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 Bond, as the case may be. In every case of
damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying
Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Ordinance, in
the event any such Bond shall have matured, and no default has occurred that is then continuing
in the payment of the principal of, redemption premium, if any, or interest on the Bond, the Issuer
may authorize the payment of the same (without surrender thereof except in the case of a damaged
or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is
furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond,
the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal, printing,
and other expenses in connection therewith. Every replacement Bond issued pursuant to the
provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall
constitute a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Bond
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Ordinance equally and proportionately with any and all other Bonds duly issued under this
Ordinance.
(e) Authority for Issuing Re lacement Bonds. In accordance with Section 1206.022,
Government Code, this Section 7 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 Issuer
or any other body or person, and the duty of the replacement of such Bonds is hereby authorized
and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate
and deliver such Bonds in the form and manner and with the effect, as provided in Section 3(a) of
this Ordinance for Bonds issued in conversion and exchange for other Bonds.
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SECTION 8. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUS1P NUMBERS AND CONTINGENT INSURANCE PROVISION,
IF OBTAINED; ENGAGEMENT OF BOND COUNSEL.
(a) The Mayor of the Issuer is hereby authorized to have control of the Initial Bonds and all
necessary records and proceedings pertaining to the Bonds pending its delivery and its
investigation, examination, and approval by the Attorney General, and its registration by the
Comptroller. Upon registration of the Initial Bond of a Series, said Comptroller (or a deputy
designated in writing to act for said Comptroller) shall sign the Comptroller's Registration
Certificate accompanying such Bond in the manner provided by law, and the seal of said
Comptroller shall be impressed, or placed in facsimile, on such Bond. The approving legal opinion
of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be
printed on the Bonds issued and delivered under this Ordinance, but neither shall have any legal
effect, and shall be solely for the convenience and information of the Registered Owners of the
Bonds. In addition, if bond insurance is obtained, the insured Bonds may bear an appropriate
legend as provided by the insurer.
(b) The obligation of the Purchaser to accept delivery of a Series of Bonds is subject to the
Purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P.,
bond counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial
delivery of the Series of Bonds to the Purchaser.
SECTION 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
BONDS.
(a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from
any action that would adversely affect, the treatment of the Bonds as obligations described in
section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which
is not includable in the "gross income" of the holder for purposes of federal income taxation. In
furtherance thereof, the Issuer covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of a Series
of 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) of the Code or, if
more than 10 percent of the proceeds or the proj ects financed or refinanced therewith are so
used, such amounts, whether or not received by the Issuer, with respect to such private
business use, do not, under the terms of this Ordinance or any underlying arrangement,
directly or indirectly, secure or provide for the payment of more than 10 percent of the debt
service on a Series of Bonds, in contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of a Series of Bonds or
the projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" that is "related" and not
"disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental
use;
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(3) to take any action to assure that no amount that is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of a Series of 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;
(4) to refrain from taking any action that would otherwise result in the Bonds being
treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of a Series of Bonds, directly or
indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) that produces a materially
higher yield over the term of the Series of Bonds, other than investment property acquired
with:
(A) proceeds of the Series of Bonds invested for a reasonable temporary period
of 3 years or less or, in the case of a refunding bond, for a period of 90 days or less until
such proceeds are needed for the purpose for which the bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1(b) of the rules and regulations of the United States Department of the
Treasury ("Treasury Regulations"), and
(C) amounts deposited in any reasonably required reserve or replacement fund
to the extent such amounts do not exceed 10 percent of the proceeds of the Series of
Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage);
(8) to refrain from using the proceeds of the Bonds or proceeds of any prior bonds to
pay debt service on another issue more than 90 days after the date of issue of the Bonds in
contravention of the requirements of section 149(d) of the Code (relating to advance
refundings); and
(9) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of a Series of Bonds) 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 of Bonds have
been paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
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(b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(9), a "Rebate
Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and
such Rebate Fund shall not be subj ect to the claim of any other person, including without limitation
the Bondholders. The Rebate Fund is established for the additional purpose of compliance with
section 148 of the Code.
(c) Use of Proceeds. The Issuer understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the
Bonds. 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 United States
Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter
promulgated that modify or expand provisions of the Code, as applicable to the Bonds, the Issuer
will not be required to comply with any covenant contained herein to the extent that such failure
to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the
exemption from federal income taxation of interest on the Bonds under section 103 of the Code.
In the event that regulations or rulings are hereafter promulgated that impose additional
requirements applicable to the Bonds, the Issuer agrees to comply with the additional requirements
to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the
exemption from federal income taxation of interest on the Bonds under section 103 of the Code.
In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor or Pricing
Officer to execute any documents, certificates or reports required by the Code and to make such
elections, on behalf of the Issuer, that may be permitted by the Code as are consistent with the
purpose for the issuance of the Bonds.
(d) Allocation of and Limitation on Expenditures for the Projects. The Issuer covenants to
account for the expenditure of sale proceeds and investment earnings to be used for the
construction and acquisition of the projects refinanced by the Bonds (the "Projects") on its books
and records in accordance with the requirements of the Code. The Issuer recognizes that in order
for the proceeds to be considered used for the reimbursement of costs, the proceeds must be
allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made,
or (2) the Projects are completed; but in no event later than three years after the date on which the
original expenditure is paid. The foregoing notwithstanding, the Issuer recognizes that in order
for proceeds to be expended under the Code, the sale proceeds or investment earnings must be
expended no more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the
Series of Bonds, or (2) the date the Series of Bonds are retired. The Issuer agrees to obtain the
advice of nationally -recognized bond counsel if such expenditure fails to comply with the
foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the
Bonds. For purposes hereof, the issuer shall not be obligated to comply with this covenant if it
obtains an opinion that such failure to comply will not adversely affect the excludability for federal
income tax purposes from gross income of the interest.
(e) Disposition of Projects. The Issuer covenants that the property constituting the Projects
will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash
or other compensation, unless any action taken in connection with such disposition will not
adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the Issuer may
15
rely on an opinion of nationally -recognized bond counsel that the action taken in connection with
such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For
purposes of the foregoing, the portion of the property comprising personal property and disposed
in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant
if it obtains an opinion that such failure to comply will not adversely affect the excludability for
federal income tax purposes from gross income of the interest.
(f) Written Procedures. Until superseded by another action of the Issuer, the written
procedures to ensure compliance with the covenants contained herein regarding private business
use, remedial actions, arbitrage and rebate approved by the Issuer on September 26, 2023, apply
to the issuance of the Bonds, and are incorporated by reference into this Ordinance.
SECTION 10. SALE OF BONDS; APPROVAL OF OFFICIAL STATEMENT, BOND
INSURANCE; FURTHER PROCEDURES.
(a) Each Series of Bonds shall be sold and delivered subject to the provisions of Section 1
and Section 2 hereof through a negotiated sale, competitive sale or private placement and pursuant
to the terms and provisions of a purchase contract or a notice of sale and official bid form (in either
case, the "Purchase Agreement"), the terms and provisions of which are to be determined by the
Pricing Officer in accordance with Section 2 hereof, and in which the purchaser or purchasers of
the Series of Bonds (the "Purchaser") shall be designated. The Pricing Officer is hereby authorized
to execute and deliver the Purchase Agreement for and on behalf of the Issuer. Each Series of
Bonds shall initially be registered in the name of the Purchaser or its designee.
(b) The Pricing Officer is hereby authorized to approve the preliminary official statement,
the official statement or any other offering document relating to a Series of Bonds and any addenda,
supplement or amendment thereto (collectively, the "Offering Documents"). The District approves
the distribution of such Offering Documents in the reoffering of the Bonds by the Purchaser, with
such changes therein or additions thereto as a Pricing Officer may deem advisable.
(c) The Pricing Officer is authorized, in connection with effecting the sale of a Series of
Bonds, to obtain from a municipal bond insurance company so designated in the Pricing Certificate
(the "Insurer") a municipal bond insurance policy (the "Insurance Policy") in support of the Series
of Bonds. To that end, should the Pricing Officer exercise such authority and commit the Issuer
to obtain a municipal bond insurance policy, for so long as the Insurance Policy is in effect, the
requirements of the Insurer relating to the issuance of the Insurance Policy as set forth in the
Pricing Certificate are incorporated by reference into this Ordinance and made a part hereof for all
purposes, notwithstanding any other provision of this Ordinance to the contrary. The Pricing
Officer shall have the authority to execute any documents to effect the issuance of the Insurance
Policy by the Insurer, including commitment agreements, membership agreements in mutual
insurance companies and other similar agreements.
(d) The Mayor, the Mayor Pro Tem, each Pricing Officer and the City Secretary and all other
officers, employees and agents of the Issuer, and each of them, shall be and they are hereby
expressly authorized, empowered and directed from time to time and at any time to do and perform
16
all such acts and things and to execute, acknowledge and deliver in the name and under the
corporate seal and on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying
Agent/Registrar and all other instruments, whether or not herein mentioned, as may be necessary
or desirable in order to carry out the terms and provisions of this Ordinance, any Pricing Certificate,
the Bonds, the sale of the Bonds, any Purchase Agreement and the Official Statement. In case any
officer whose signature shall appear on any Bond shall cease to be such officer before the delivery
of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same
as if such officer had remained in office until such delivery.
SECTION 11. [RESERVED].
SECTION 12. INVESTMENTS.
(a) The Issuer may invest amounts deposited into the Interest and Redemption Fund in
investments authorized by the Public Funds Investment Act, Chapter 2256, Texas Government
Code, as amended.
(b) All deposits authorized or required by this Ordinance shall be secured to the fullest extent
required by law for the security of public funds.
SECTION 13. COMPLIANCE WITH RULE 15c2-12. If Bonds are sold by public offering,
and are subject to the Rule, such Bonds shall be subject to the requirements of this Section 13. If
Bonds are sold through a negotiated sale conducted as a private placement, such Bonds shall not
be subject to the requirements of this Section 13, unless otherwise agreed to in the Purchase
Agreement between the Issuer and the Purchaser executed in connection with the sale of such
Bonds.
(a) Definitions. That, as used in this Section, the following terms shall have the meanings
ascribed to such terms below:
"Business Day" means a day other than a Saturday, Sunday, a legal holiday, or a
day on which banking institutions are authorized by law or executive order to close in the
Issuer or the city where the Designated Payment Office of the Paying Agent/Registrar is
located.
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports. (i) The Issuer shall provide annually to the MSRB (1) within six
months after the end of each fiscal year ending in or after the first fiscal year in which Bonds are
issued, financial information and operating data with respect to the Issuer of the general type
described in Exhibit B hereto, and (2) if not provided as part of the financial information and
operating data, annual financial statements of the Issuer, when and if available. Any financial
statements so to be provided shall be (1) prepared in accordance with the accounting principles
17
described in Exhibit B hereto, or such other accounting principles as the Issuer may be required
to employ from 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 twelve months after
the end of each fiscal year ending in or after 2024. If audited financial statements are not available
by the end of the twelve month period, then the Issuer shall provide notice that the audited financial
statements are not available, shall provide unaudited financial information containing the
information described in the tables referenced in Exhibit B hereto under the heading "Annual
Financial Statements and Operating Data" by the required time, and shall provide audited
financial statements for the applicable fiscal year to the MSRB, when and if the audited financial
statements become available.
(ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the
date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be
required to provide financial information and operating data pursuant to this Section. The financial
information and operating data to be provided pursuant to this Section may be set forth in full in
one or more documents or may be included by specific reference to any document (including an
official statement or other offering document, if it is available from the MSRB) that theretofore
has been provided to the MSRB or filed with the SEC. Filings shall be made electronically, in
such format as is prescribed by the MSRB.
(c) Disclosure Event Notices. The Issuer shall notify the MSRB of any of the following
events with respect to the Bonds, in a timely manner not in excess of ten Business Days after the
occurrence of the event:
I. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds,
if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the Issuer,
13. The consummation of a merger, consolidation, or acquisition involving the
Issuer or the sale of all or substantially all of the assets of the Issuer, other
than in the ordinary course of business, the entry into a definitive agreement
to undertake such an action or the termination of a definitive agreement
relating to any such actions, other than pursuant to its terms, if material;
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14. Appointment of a successor Paying Agent/Registrar or change in the name
of the Paying Agent/Registrar, if material;
15. Incurrence of a Financial Obligation of the Obligated Person, if material, or
agreement to covenants, events of default, remedies, priority rights, or other
similar terms of a Financial Obligation of the Obligated Person, any of
which affect security holders, if material; and
16. Default, event of acceleration, termination event, modification of terms, or
other similar event under the terms of a Financial Obligation of the
Obligated Person, and which reflect financial difficulties.
The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide
financial information or operating data in accordance with subsection (b) of this Section by the
time required by subsection (b).
As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or similar
event" means the appointment of a receiver, fiscal agent or similar officer for the Issuer in a
proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law
in which a court or governmental authority has assumed jurisdiction over substantially all of the
assets or business of the Issuer, or if jurisdiction has been assumed by leaving the City Council
and officials or officers of the Issuer in possession but subject to the supervision and orders of a
court or governmental authority, or the entry of an order confirming a plan of reorganization,
arrangement or liquidation by a court or governmental authority having supervision or jurisdiction
over substantially all of the assets or business of the Issuer.
As used in clauses 15 and 16 above, the term "Financial Obligation" means: (i) a debt
obligation; (ii) a derivative instrument entered into in connection with, or pledged as security or a
source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii),
however, the term Financial Obligation shall not include Municipal Securities as to which a final
official statement has been provided to the MSRB consistent with the Rule; the term "Municipal
Securities" means securities which are direct obligations of, or obligations guaranteed as to
principal or interest by, a state or any political subdivision thereof, or any agency or instrumentality
of a state or any political subdivision thereof, or any municipal corporate instrumentality of one or
more states and any other Municipal Securities described by Section 3(a)(29) of the Securities
Exchange Act of 1934, as the same may be amended from time to time; and the term "Obligated
Person" means the Issuer.
(d) Limitations, Disclaimers, and Amendments. (i) The Issuer shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so Iong as,
the Issuer remains an "obligated person" with respect to the Bonds 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 any Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to
provide only the financial information, operating data, financial statements, and notices which it
19
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 Issuer's
financial results, condition, or prospects or to update any information provided in accordance with
this Section or otherwise, except as expressly provided herein. The Issuer does not make any
representation or warranty concerning such information or its usefulness to a decision to invest in
or sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
(iv) A default by the Issuer in observing or performing its obligations under this Section
shall not comprise a breach of or default under this Ordinance for purposes of any other provision
of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise
limit the duties of the Issuer under federal and state securities laws.
(v) Should the Rule be amended to obligate the Issuer to make flings with or provide
notices to entities other than the MSRB, the Issuer agrees to undertake such obligation in
accordance with the Rule as amended.
(vi) The provisions of this 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 Iaw, or
a change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell
Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any
amendments or interpretations of the Rule since such offering as well as such changed
circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the outstanding Bonds consent to such amendment or (b) a person that is
unaffiliated with the Issuer (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interest of the holders and beneficial owners of the
Bonds. If the Issuer so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided in accordance with subsection (b) of this
Section an explanation, in narrative form, of the reason for the amendment and of the impact of
any change in the type of financial information or operating data so provided. The 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 of the Rule are invalid, but only if and to the extent that the provisions of this
sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the
primary offering of the Bonds.
0
(e) Applicability of Section. Each Pricing Certificate shall designate whether this Section is
to be applicable to the Series of Bonds issued pursuant to the Pricing Certificate.
SECTION 14, METHOD OF AMENDMENT. The Issuer hereby reserves the right to
amend this Ordinance subject to the following terms and conditions, to -wit:
(a) The Issuer may from time to time, without the consent of any holder, except as otherwise
required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any
ambiguity, defect or omission in this Ordinance that does not materially adversely affect the
interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii)
add events of default as shall not be inconsistent with the provisions of this Ordinance and that
shall not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under
the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from
time to time in effect, or (v) make such other provisions in regard to matters or questions arising
under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that
shall not in the opinion of the Issuer's Bond Counsel materially adversely affect the interests of the
holders.
(b) Except as provided in paragraph (a) above, the holders of a Series of Bonds aggregating
in principal amount a majority of the aggregate principal amount of then outstanding Bonds of that
Series that are the subject of a proposed amendment shall have the right from time to time to
approve any amendment hereto that may be deemed necessary or desirable by the Issuer; provided,
however, that without the consent of 100% of the holders in aggregate principal amount of the then
outstanding Bonds of a Series, nothing herein contained shall permit or be construed to permit
amendment of the terms and conditions of this Ordinance or in any of the Bonds of a Series so as
to:
(1) Make any change in the maturity of any of the outstanding Bonds of the Series;
(2) Reduce the rate of interest borne by any of the outstanding Bonds of the Series;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable on
any outstanding Bonds of the Series;
(4) Modify the terms of payment of principal or of interest or redemption premium on
outstanding Bonds of the Series or any of them or impose any condition with respect
to such payment; or
(5) Change the minimum percentage of the principal amount of Bonds of the Series
necessary for consent to such amendment.
(c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the
Issuer shall send by U.S. mail to each Registered Owner of the affected Bonds a copy of the
proposed amendment and cause notice of the proposed amendment to be published at least once
in a financial publication published in The City of New York, New York or in the State of Texas.
21
Such published notice shall briefly set forth the nature of the proposed amendment and shall state
that a copy thereof is on file at the office of the Issuer for inspection by all holders of such Bonds.
(d) Whenever at any time within one year from the date of publication of such notice the
Issuer shall receive an instrument or instruments executed by the holders of at least a majority in
aggregate principal amount of all of the Bonds of a Series then outstanding that are required for
the amendment, which instrument or instruments shall refer to the proposed amendment and that
shall specifically consent to and approve such amendment, the Issuer may adopt the amendment
in substantially the same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the Issuer and all
holders of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in
all respects to such amendment.
(f) Any consent given by the holder of a Bond pursuant to the provisions of this Section shall
be irrevocable for a period of six months from the date of the publication of the notice provided
for in this Section, and shall be conclusive and binding upon all future holders of the same Bond
during such period. Such consent may be revoked at any time after six months from the date of
the publication of said notice by the holder who gave such consent, or by a successor in title, by
filing notice with the Issuer, but such revocation shall not be effective if the holders of a majority
in aggregate principal amount of the affected Series of Bonds then outstanding, have, prior to the
attempted revocation, consented to and approved the amendment.
For the purposes of establishing ownership of the Bonds, the Issuer shall rely solely upon the
registration of the ownership of such Bonds on the Registration Books kept by the Paying
Agent/Registrar.
SECTION 15. DEFAULT AND REMEDIES.
(a) Events of Default. Each of the following occurrences or events for the purpose of this
Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds when
the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the Issuer, the failure to perform which materially, adversely affects the rights
of the Registered Owners of the Bonds, including, but not limited to, their prospect or ability
to be repaid in accordance with this Ordinance, and the continuation thereof for a period of
60 days after notice of such default is given by any Registered Owner to the Issuer.
(b) Remedies for Default.
22
(i) Upon the happening of any Event of Default, then and in every case, any Registered
Owner or an authorized representative thereof, including, but not limited to, a trustee or
trustees therefor, may proceed against the Issuer for the purpose of protecting and enforcing
the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action
or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief
permitted by law, including the specific performance of any covenant or agreement contained
herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right
of the Registered Owners hereunder or any combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Registered Owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or under the Bonds or now or hereafter
existing at law or in equity; provided, however, that notwithstanding any other provision of
this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available
as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, whether
through direct issuance or by being identified as an owner in the records of a securities
depository or as a beneficial owner in the records of a DTC Participant, the registered or
beneficial owner thereof agrees that the certifications required to effect any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to
a personal or pecuniary liability or charge against the officers, employees or members of the
City or the City Council.
SECTION 16. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS.
In furtherance of authority granted by Section 1207.007(b), Texas Government Code, the Mayor
or a Pricing Officer are further authorized to enter into and execute on behalf of the Issuer with the
escrow agent named therein, an escrow agreement, deposit agreement or other similar agreement,
in the form and substance as shall be approved by the Pricing Officer, which agreement will
provide for the payment in full of the Refunded Notes. In addition, the Mayor, Pricing Officer or
other officer of the Issuer is authorized to purchase such securities, to execute such subscriptions
for the purchase of the Escrowed Securities (as defined in the agreement), if any, and to authorize
such contributions to the escrow fund as provided in the agreement.
SECTION 17, REDEMPTION OF REFUNDED NOTES.
(a) The Refunded Notes shall be paid upon the earlier of their stated maturity dates or the
earliest redemption dates for which notice of redemption can be given pursuant to the CP
23
Ordinance, in each case at a price of par plus accrued interest to the date of payment. As soon as
practicable after sale of a Series of Bonds, appropriate notices of redemption shall be delivered to
the paying agent/registrar for the Refunded Notes to notify, in accordance with the requirements
of the CP Ordinance, the owners of the Refunded Notes of the call for redemption thereof.
(b) In addition, the paying agent/registrar for the Refunded Notes is hereby directed to
provide the appropriate notices of redemption and defeasance as specified by the CP Ordinance
and is hereby directed to make appropriate arrangements so that the Refunded Notes may be
redeemed on their respective redemption dates. The Refunded Notes shall be presented for
redemption at the paying agent/registrar therefore, and shall not bear interest after the date fixed
for redemption.
(c) Concurrently with the delivery of a Series of Bonds, the Issuer shall cause to be deposited
an amount from the proceeds from the sale of the Bonds, together with, to the extent necessary,
available funds of the Issuer, with the paying agent/registrar for the Refunded Notes or placed in
escrow with the escrow agent, pursuant to an escrow agreement approved in Section 16 of this
Ordinance, sufficient to provide for the payment at maturity or the refunding and redemption, on
the date or dates fixed for redemption, of all of the Refunded Notes, in accordance with
Subchapter C of Chapter 1207, Texas Government Code, as amended.
SECTION 18. APPROPRIATION. To pay the debt service coming due on the Bonds, if any,
prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated from
current funds on hand, which are hereby certified to be on hand and available for such purpose, an
amount, which together with capitalized interest received from the sale of the Bonds, if any, will
be sufficient to pay such debt service, and such amount shall be used for no other purpose.
SECTION 19, MISCELLANEOUS. That for all purposes of this Ordinance, unless the
context requires otherwise, all references to designated Sections and other subdivisions are to the
Sections and other subdivisions of this Ordinance. The words "herein", "hereof"' and "hereunder"
and other words of similar import refer to this Ordinance as a whole and not to any particular
Section or other subdivision. Except where the context otherwise requires, terms defined in this
Ordinance to impart the singular number shall be considered to include the plural number and vice
versa. References to any named person shall mean that party and its successors and assigns.
References to an officer or designated position (e.g., City Manager) include any person acting in
the capacity of such officer or designated position, whether on an acting, interim or permanent
basis. References to any constitutional, statutory or regulatory provision means such provision as
it exists on the date this Ordinance is adopted by the Issuer and any future amendments thereto or
successor provisions thereof. Any reference to the payment of principal in this Ordinance shall be
deemed to include the payment of any mandatory sinking fund redemption payments as described
herein. Any reference to "FORM OF BOND" shall refer to the form of the Bonds set forth in
Exhibit A to this Ordinance. The titles and headings of the Sections and subsections of this
Ordinance have been inserted for convenience of reference only and are not to be considered a part
hereof and shall not in any way modify or restrict any of the terms or provisions hereof. The
findings set forth in the preamble to this Ordinance are hereby incorporated into the body of this
Ordinance and made a part hereof for all purposes.
24
SECTION 19. EFFECTIVE DATE. In accordance with the provisions of Texas Government
Code Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the
City Council.
SECTION 20. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase
or word in this Ordinance, or application thereof to any persons or circumstances is held invalid
or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity
of the remaining portion of this Ordinance, despite such invalidity, which remaining portions shall
remain in full force and effect.
[Remainder ofpage left blank intentionally]
25
ADOPTED AND EFFECTIVE April 23, 2024.
ATTEST:
City ecretary,
Ci o Fort Worth, Texas
Mayor,)City of Fort Worth, Texas
(SEAL)
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APPROVED AS TO FORM AND LEGALITY: p Off; °° ° 00 A�
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City Attorney, City of F6R Worth, Texas
Purpose
Street and Pedestrian Mobility
Parks and Recreation
Library System
Police and Fire Facilities
Open Space
Includes Premium.
SCHEDULE I
Election Voted Bonds
Amount
Amount
Previously
Unissued
Authorized
Issued
Balance
$369,218,300
$68,774,000
$300,444,300
$123,955,500
$11,270,500
$112,685,000
$12,505,200
$712,500
$11,792,700
$39,321,000
$4,843,000
$34,478,000
$15,000,000
$0
$15,000, 000
Exhibit A
Form of Bond
(a) The form of the Bond, including the form of Paying Agent/Registrar's 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 only to the Bonds initially issued and delivered
pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate
variations, omissions, or insertions as are permitted or required by this Ordinance and with the
Bonds to be completed with information set forth in the Pricing Certificate. The Form of Bond as
it appears in this Exhibit A shall be completed, amended and modified by Bond Counsel to
incorporate the information set forth in the Pricing Certificate, but it is not required for the Form
of Bond to be reproduced as an exhibit to the Pricing Certificate.
NO. R-
Interest Rate
REGISTERED OWNER:
PRINCIPAL AMOUNT:
UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF FORT WORTH, TEXAS
GENERAL PURPOSE REFUNDING BOND
SERIES 20_
Dated Date Maturity Date CUSIP No.
, 20 20_
DOLLARS
ON THE MATURITY DATE specified above, the City of Fort Worth, in the Counties of
Tarrant, Denton, Wise, Parker and Johnson, Texas (the "Issuer"), being a political subdivision and
municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner
specified above, or registered assigns (hereinafter called the "Registered Owner"), on the Maturity
Date specified above, the Principal Amount specified above. The Issuer promises to pay interest
on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day
months) from the Delivery Date at the Interest Rate per annum specified above. Interest is payable
on , 20 and semiannually on each and thereafter to
the Maturity Date specified above, or the date of redemption prior to maturity; except, if this Bond
is required to be authenticated and the date of its authentication is later than the first Record Date
(hereinafter defined), such Principal Amount shall bear interest from the interest payment date next
preceding the date of authentication, unless such date of authentication is after any Record Date
but on or before the next following interest payment date, in which case such principal amount
shall bear interest from such next following interest payment date; provided, however, that if on
the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is
being exchanged is due but has not been paid, then this Bond shall bear interest from the date to
which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in Iawful 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 upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of
- I Texas, 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
on each interest payment date by check or draft, dated as of such interest payment date, drawn by
the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the
ordinance authorizing the issuance of this Bond (the "Bond Ordinance") to be on deposit with the
Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft 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 appeared on the
[fifteenth] business day of the month preceding each such date (the "Record Date") on the
Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition,
interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested
by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest
on a scheduled payment date, and for 30 days thereafter, a new record date for such interest
payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when
funds for the payment of such interest have been received from the Issuer. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (which shall be 15 days
after the Special Record Date) shall be sent at least five business days prior to the Special Record
Date by United States mail, first-class postage prepaid, to the address of each Registered Owner
of a Bond appearing on the Registration Books at the close of business on the Iast business day
next preceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior
to maturity as provided herein shall be paid to the Registered Owner upon presentation and
surrender of this Bond for redemption and payment at the principal corporate trust office of the
Paying Agent/Registrar. The Issuer covenants with the Registered Owner of this Bond that on or
before each principal payment date, interest payment date, and accrued interest payment date for
this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Redemption
Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in
immediately available funds, of all principal of and interest on the Bonds, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the
principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day that 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.
A-2
THIS BOND is one of a series of Bonds dated , 20__, authorized in accordance
with the Constitution and laws of the State of Texas in the principal amount of $
for the public purpose of refunding the Refunded Notes, and to pay the costs associated with the
issuance of the Bonds.
[ON , 20___,or on any date thereafter, the Bonds of this series may be
redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from
any available and lawful source, as a whole, or in part, and, if in part, the particular Bonds, or
portions thereof, to be redeemed shall be selected and designated by the Issuer (provided that a
portion of a Bond may be redeemed only in an integral multiple of $5,000), at a redemption price
equal to the principal amount to be redeemed plus accrued interest to the date fixed for
redemption.]
[THE BONDS scheduled to mature on in the years and ( the
"Term Bonds") are subject to scheduled mandatory redemption by the Paying Agent/Registrar by
lot, or by any other customary method that results in a random selection, at a price equal to the
principal amount thereof, plus accrued interest to the redemption date, out of moneys available for
such purpose in the Interest and Redemption Fund for the Bonds, on the dates and in the respective
principal amounts, set forth in the following schedule:
Term Bond Term Bond
Maturity: [March 1], 20 Maturity: [March 1 ],20_
Principal Principal
Mandatory Redemption Amount Mandatory Redemption Amount
Date Date
f March 11, 20 $ f March 11, 20 $
[March 11, 20 [March 11, 20
[March 1], 20^ [March 1], 20_
(March 11, 20 (maturity) (March 11, 20 (maturity)
The principal amount of Term Bonds of a stated maturity required to be redeemed on any
mandatory redemption date pursuant to the operation of the mandatory sinking fund redemption
provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Bonds
of the same maturity which, at least 50 days prior to a mandatory redemption date (1) shall have
been acquired by the Issuer at a price not exceeding the principal amount of such Term Bonds plus
accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for
cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the
request of the Issuer at a price not exceeding the principal amount of such Term Bonds plus accrued
interest to the date of purchase, or (3) shall have been redeemed pursuant to the optional
redemption provisions and not theretofore credited against a mandatory redemption requirement.]
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof
prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar
by United States mail, first-class postage prepaid, to the Registered Owner of each Bond to be
A-3
redeemed at its address as it appeared on the 45th day prior to such redemption date; provided,
however, that the failure of the Registered Owner to receive such notice, 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. By the date fixed for any such redemption due provision shall be
made with the Paying Agent/Registrar for the payment of the required redemption price for the
Bonds or portions thereof that are to be so redeemed. If such written notice of redemption is sent
and if due provision for such payment is made, all as provided above, the Bonds or portions thereof
that are to be so redeemed thereby automatically shall be treated as redeemed prior to their
scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they
shall not be regarded as being outstanding except for the right of the Registered Owner to receive
the redemption price from the Paying Agent/Registrar out of the funds provided for such payment.
If a portion of any Bond shall be redeemed, a substitute Bond or Bonds having the same maturity
date, bearing interest at the same rate, in any denomination or denominations in any integral
multiple of $5,000, at the written request of the Registered Owner, and in aggregate principal
amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the
surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Bond
Ordinance.
IF AT THE TIME OF MAILING of notice of optional redemption there shall not have
either been deposited with the Paying Agent/Registrar or legally authorized escrow agent
immediately available funds sufficient to redeem all the Bonds called for redemption, such notice
may state that it is conditional, and is subject to the deposit of the redemption moneys with the
Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption date or
any prerequisite set forth in such notice of redemption. If such redemption is not effectuated, the
Paying Agent/Registrar shall, within five days thereafter, give notice in the manner in which the
notice of redemption was given that such moneys were not so received or such prerequisites were
not met and shall rescind the redemption.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond
Ordinance, this Bond may, at the request of the Registered Owner or the assignee or assignees
hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal
amount of fully registered Bonds, without interest coupons, payable to the appropriate Registered
Owner, assignee or assignees, as the case may be, having the same denomination or denominations
in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner,
assignee or assignees, as the case may be, upon surrender of this Bond to the Paying
Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the
Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be
presented and surrendered to the Paying Agent/Registrar, together with proper instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of
$5,000 to the assignee or assignees in whose name or names this Bond or any such portion or
portions hereof is or are to be registered. The Form of Assignment printed or endorsed on this
Bond may be executed by the Registered Owner to evidence the assignment hereof, but such
method is not exclusive, and other instruments of assignment satisfactory to the Paying
Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions
EM,
hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable
standard or customary fees and charges for assigning, transferring, converting and exchanging any
Bond or portion thereof will be paid by the Issuer. In any circumstance, any taxes or governmental
charges required to be paid with respect thereto shall be paid by the one requesting such
assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such
privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion,
or exchange (i) during the period commencing with the close of business on any Record Date and
ending with the opening of business on the next following principal or interest payment date, or
(ii) with respect to any Bond or any portion thereof called for redemption prior to maturity, within
45 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that
it promptly will appoint a competent and Iegally qualified substitute therefor, and cause written
notice thereof to be mailed to the Registered Owners of the Bonds.
IT IS HEREBY certified, recited and covenanted that this Bond 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
Bond have been performed, existed and been done in accordance with law; and that annual ad
valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond,
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.
THE ISSUER HAS RESERVED THE RIGHT to amend the Bond Ordinance as provided
therein, and under some (but not all) circumstances amendments thereto must be approved by the
Registered Owners of a majority in aggregate principal amount of the outstanding Bonds.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer, and agrees that
the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
Registered Owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, of the Mayor Pro
Tern) and countersigned with the manual or facsimile signature of the City Secretary of said Issuer,
and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this
Bond.
(signature)
City Secretary
A-5
(signature)
Mayor
(SEAL)
[INSERT BOND INSURANCE LEGEND, IF ANY]
(b) [Form of Paying Agent/Registrar's Authentication Certificate]
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Comptroller's Registration
Certificate)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a bond, bonds, or a portion of a bond or bonds of a series that
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:
_ , Texas
Paying Agent/Registrar
Bv:
Authorized Representative
(c) [Form of Assignment]
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address, including zip code, of Transferee.)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to register the transfer of the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
A6
NOTICE: Signature(s) must be guaranteed NOTICE: The signature above must
by an eligible guarantor institution correspond with the name of the Registered
participating in a securities transfer Owner as it appears upon the front of this
association recognized signature guarantee bond in every particular, without alteration or
program. enlargement or any change whatsoever.
(d) [Form of Comptroller's Registration Certificate]
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
(e) [Initial Bond Insertions]
(i) The Initial Bond for each Series of Bonds shall be in the form set forth in paragraph
(a) of this Section, except that:
A. immediately under the name of the Bond, the headings "Interest Rate" and
"Maturity Date" shall both be completed with the words "As shown below" and
"CUSIP No. " shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"THE CITY OF FORT WORTH, TEXAS, in the Counties of Tarrant, Denton, Wise, Parker and
Johnson, Texas, Texas (the "Issuer"), being a political subdivision and municipal corporation of
the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered
assigns (hereinafter called the "Registered Owner"), on [March 1] in each of the years, in the
principal installments and bearing interest at the per annum rates set forth in the following
schedule:
Years Principal Installments Interest Rates
(Information from Pricing Certificate to be inserted)
A-7
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360-day year of twelve 30-day months) from the Delivery Date at the respective Interest Rate
per annum specified above. Interest is payable on , 20___, and semiannually on each
and thereafter to the date of payment of the principal installment
specified above, or the date of redemption prior to maturity; except, that if this Bond is required to
be authenticated and the date of its authentication is later than the first Record Date (hereinafter
defined), such Principal Amount shall bear interest from the interest payment date next preceding
the date of authentication, unless such date of authentication is after any Record Date but on or
before the next following interest payment date, in which case such principal amount shall bear
interest from such next following interest payment date; provided, however, that if on the date of
authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being
exchanged is due but has not been paid, then this Bond shall bear interest from the date to which
such interest has been paid in full."
C. The Initial Bond shall be numbered "T L"
rM.
Exhibit B
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 13 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Issuer to be provided
annually in accordance with such Section are as specified below:
The Issuer has agreed to update annually financial information and operating data with
respect to the Issuer of the general type included in the official statement for the Bonds as set forth
in tables 1 through 6, inclusive, and 8 through 15, inclusive, contained in such official statement,
and Appendix B to such official statement, "Excerpts from the Annual Financial Report of the
City of Fort Worth, Texas". The above -described financial information and operating data with
respect to the Issuer is hereby incorporated by reference, and in Section 13 of this Ordinance the
Issuer has agreed to annually update such financial information and operating data in accordance
with the Rule.
Accounting Principles
The accounting principles referred to in Section 13 of this Ordinance are the accounting
principles described in the notes to the annual financial report referred to above.
IM
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
I, Jannette S. Goodall, City Secretary of the City of Fort Worth, in the State of Texas, do
hereby certify that I have compared the attached and foregoing excerpt from the minutes of the
regular, open, public meeting of the City Council of the City of Fort Worth, Texas held on April 23,
2024, and of the ordinance authorizing the issuance of General Purpose Refunding Bonds, in one
or more series, which was duly passed at said meeting, and that said copy is a true and correct copy
of said excerpt and the whole of said ordinance. Said meeting was open to the public, and public
notice of the time, place, and purpose of said meeting was given, all as required by Chapter 551,
Texas Government Code, as amended.
In testimony w ereof, I have set my hand and have hereunto affixed the seal of said City
of Fort Worth, this iCday of III 6u 2024.
ty Secretary of the
ty of Fort Worth, Texas
(SEAL)