HomeMy WebLinkAboutOrdinance 20877-08-2013 THE STATE OFTEXAS
COUNTIES OFTARRANT, DENTON, DARKER, WISE AND JOHNSON
CITY OF FORT WORTH
On the 20th day of August, 2013, the City Council of the City of Fort Worth, Texas, met In
regular, open, public meeting in the City Council Chamber in the City Hall, and roll was called of the
duly constituted members of the City Council, to-wit:
Betsy Price, Mayor
Salvador Espino,
W.B. '71111" Zirrmierman (Absent)
Danny Scarth,
Gyna Bivens,
Jungus Jordan, Councilmerribers,
Dennis Shingleton,
Kelly Allen Gray,
Joel.Burns,
Tom Higgins, City Manager,
Sarah Fullenwider, City Attorney,
Mary J. Kayser, City Secretary,
Jay Chapa, Interim Chief Financial Officer
thus constituting a quorum present; and after the City Council had transacted certain business, the
following business was transacted, to-wit:
Councilmember Bivens introduced an ordinance and moved its passage. The motion was
seconded by Councilmernber Allen Gray. The ordinance was read by the City Secretary. The
motion, carrying with it the pass-age of the ordinance prevailed by a vote of 8 YEAS, 0 NAYS. The
ordinance as passed is as follows:
ORDINANCE NO. 20877-08-2013
PROVIDING FOR THF. ISSUANCE OF CITY OF FORT WORTH, TEXAS
GENERAL PURPOSE RI,FUNDING AND IMPROVEMENT BONDS, SERIES
2013, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$48,000,000; ESTABLISHING PARA METF.R.S WITH RESPECT TO THE SALE
OF THE BONDS; DELEGATING 7:O THE DESIGNATED CITY OFFICIALS
THE AUTHORITY TO EFFECT THE SALE OF THE, BONDS; ENACTING
OTHER PROVISIONS RELATING TO THE SUBJECT;AND DECLARING AN
IMMEDIATE EFFECTIVE DATE
WHEREAS, the City Council of the City of Fort Worth (the "City" or the "Issuer") finds that
the outstanding obligations described in Schedule I attached to this Ordinance (the "Refunded
Obligations") are eligible to be refunded, and
WHEREAS, the City Council Finds that the Issuance of the bonds authorized by this Ordinance
for the purpose of refunding all or a portion of the outstanding obligations described it.) Schedule I
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attached to this Ordinance in furtherance of the public purposes described in flvs Ordinance-, and
WHEREAS, it is deemed advisable and.111. the best interest of the City of Fort Worth (the"City"
or the "Issuer") that certain general purpose bonds authorized at elections previously held In the City be
combined III a single issue and sold at this time, the dates of election, amount of bonds authorized
thereat, purpose, amount of bonds previously sold, and the amount now to be sold being as follows:
DATE OF AMOUNT AMOUNT AMOUNT
NGWOFFERED
Februas),7,2004 $232,900,000 Street Improvements S229,165,000 S 3,735,000
February 7,2004 21,615,000 Park,&Rec.L-opiovements 19,575,000 2,040,000
May 10,2008 _LS-0.00MO street Improvements
$404,515,000 $393,015,000 $11,500,000
*Includes prerniurn used for capital 'improvements
WHEREAS,the bonds hereinafter authorized to fund the projects hereinafter described are to
be issued and delivered pursuant to the laws of the State of Texas,Including specifically Chapters 1207,
1331 and 1371,Texas Government Code-, and
WHEREAS, because of fluctuating conditions in the municipal bond market, the City Council
delegates to the City Manager and any Assistant City Manager,1-11diV-1dually but not collectively(each an
"Pricing Officer") the authority to effect the sale of the bonds author-1zed by this Ordinance,subject to
the parameters described 'In this Ordinance.
NOW,THEREFORE,BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH,TEXAS:
1. That the bond or bonds of the City to be called "General Purpose Refunding and
Improvement Bonds,Series 2013" (the"Bonds"),be issued under and by virtue of the Constitution and
laws of the State of Texas and the Charter of the City in an aggregate principal amount not to exceed
$48,000,000 for the purpose of (i) refunding the Refunded Obligations, (d) constructing permanent
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street improvements and storm sewer 'improvements related to such street improvements,and park and
recreation improvements, and (iii) payuiigr die costs of issuance associated with t6c iaxuuoco of the
Bonds. The }3oodm are authorized pursuant to Chapter 1207, Texas Government Code ("Chapter
12O7'),Chapter l37],Iexys Government Code /''C6upter]37|''\ and other applicable laws o[the State
of Texas.
2. 6\ That the Bonds sbxU be sold as fully registered bonds, without ioLezemt coupons,
numbered consecutively from ll-1 upward, payable to the respective initial registered owners of the
Bonds, or to the re s�cc�d us�iu�c or assignees of Bonds, any� L
maturing z� o t later than.March l, 203],payable serially ozu d rn� �uu d dates,i z dz eyeuzsuo d u the
principal amounts, uod dated, allus set forth iu the Purchase Contract.
/b\ Itia 'in the best 'interests of the City for die Bonds tobe sold through u negotiated sale.The
City .Munugerix 6ezcbY authorized to designate the senior managing underwriter for the Bonds. The
City Council uud6uriZes each Pricing Officer toeotez�oto and carry out the bond purchase agreement
(the ''Porckusc Contract") with the iovcctucoL banking fizoza named bz the Purchase Contzuct /dzc
"UndcopriLeze''\' insubstantially dzc form, attached to dhliu Ordinance. The Bonds uotkozizodbydux
Ordinance are to be sold by the City to one or ozo/e of the lJu8eovzitezx io accordance with the
9u/chuuc Contract, the terms and cuucb600s o[rv}iic6 are to be determined bythe Pricing Officer,io
accordance with this Section oE the{}rdinuoce Each Pricing Officer is hereby authorized and directed
to executed and deliver, and carry out the terzos and provisions of, the Purchase Contract for and on
behalf ofthe City and as the act and du,6 of the City Council. The authority of Pricing (}[ficez to
execute the Purchase Contract shall expire at 5:00 p.m. on'Tuesday,December 31,2013. Any finding or
dctezzn��utiou made byuf`rjc Officer relating to die issuance and sale of the Bonds and the execution
of die Puzch seCoutzucts6aU6uvc6zcuuue6orccoode8ect aao finding or determination made by the
City Council.
(c) In accordance with Chapter 1207 and L6uytez 1371, the City Council authorizes each
Pticin�Officer to act on behalf of the Cilyi)selling and delivering the Bonds and carryll-ig out the other
procedures specified io this Ordinance, including determining and fixing die date of the Bonds, any
additional or different designation oz title by which the Bonds shall be known, the aggregate principal
umouutofdzcl3oudsuold, dzcduLeofdcUvccyofchcI}oodsxmld' t6cprioeuto/hic6t6eI}ondsv/iDhe
sold,the years in which the Bonds will mature, the principal amount of Bonds to mature*in each of such
ynuzo` that pnzdoo of the Bonds, if any, to be ixuood as cupitu| appreciation bonds and the maturity
amount of any Bonds issued as capital appreciation bonds,the rate or rates ofinterest to be borne by or
accrue oo each maturity,d6eiutozcatpayment periods, the dates,price,and terms upon and xt which the
Bonds shall be sobcct to zo6cuzptiuo prior to maturity otthe option of the City, ua well as any
mandatory sinking fund redemption provisions,and all other matters relating to the issuance, ou]c, and
delivery of the Bonds, and the refunding of the Refunded Obligations, 'including, without lirrutation,
obtaining m in,urnicipal bondinsurance policy 'in support of the Bonds,all of wl-lich shall be specified 'in
the Purchase Contract;provided, that(i) die price to be paid for die Bonds shall not bclosc than Y5%oE
the aggregate original.priocipu)uzuouoto[6`cBno6o,plusaccruc6intezost,ifuuy,6corud6cdu/eo[t66z
delivery, (ii) uooc of the Bonds uhxU bear interest (or, in the cuxc of any Bond issued as a capital
appreciation bou6, pzoducuilg u 1el6\ at x rate @rcutcz than 5.00% per annum, (iii) at the doze the
Purchase Contract is executed the Bonds ohoU have been rated byut least one onuoi ulbou6rating
agency in one of the four highest rating categories for obhgations such.as the Bonds, and (iv) the Bonds
o6uK not be sold for the purpose of refunding the I{cfuodo6 {}bUvu600s unless the refunding of the
Refunded Obligations exceeds the maximum.net present value savings set forth in subsection (d)of tl-ds
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Section. The am,nuotoE the savings toborealized fronz the refunding oEthe Refunded Obligations, oo
both o gross and a present value basis, shall he set forth iuu certificate /6/ d6c/ 6cucribcdiuuubocc6on
kBof this Section) tobe executed by the person ucdugiu the capacity os Chief Financial Officer ofthe
City.
(d) As a condition to the issuance of the Bonds,the refunding of the aggregate principal ocoouot
of the Refunded Obligations ir.iust produce a net present value savings, calculated 111 accordance with
G/\SD Statement No. 7, ofot least 350Y6. The principal uououotofI}oudsiosucdtoccfun6flcfuodcd
Obligations, and the Ilcfoode6 Obligations to be refunded, shall be specifically identified in the
Purchase Contract. A Puciog Officer oouy elect not to refund any of the ob6gudouoBu|rdio Schedule I,
butL"n no event shall the Bonds be issued for the purpose of refunding the Refunded Obligations if the
,refunding of the aggregate,principal amount of the obligations selected for refunding does not exceed
the ozindozuoz net present value savings cxtublio6c6 above. On or before the date of delivery of the
Bonds, the person acting in the capaclty as Chief Financial Officer of the City shall execute and deliver
to the City Council u certificate stating that the net present value sovmgscesultiug from. the refunding of
the Refunded {}bhgudoou is no less than the o6ni-nozosuviogs H6zco6old established above. The
certificate shall specifically state both the net present value savings and the gross savings zeuti�ze6bythe
City mau result of refunding the Refunded Obligations. The dcteznuinu6ouo[u9ricioQ Officer relating
to the issuance and sale of Bonds to refund Refunded Obligations as providedmi dz Purchase Contract
shall have the same force and effect as a detern-n ation made by the City Council.
( ) The City Council uut6ozliZco the City Manager and the person uc / Lod6e capacity xsC6je[
Fiuxuciu1 {}O5ccz of the City to provide for and oversee the pzupozu600 of prc6mizury and final
u8Gcido/utenzeotiucoouectioun/iU6dzcissnuoc*ofd6eBmodx`uudtouypooved6cpzelimiouryuodEnul
official sLuterocot and deem the pzelbzlinuzy official sLutccocut fiou], and to provide it to the
"Underwriters, 'in compliance with the Rule. T6c 2Ju7oz and the City Secretary of the City are further
uut6^�zcd and dizccted to execute and deliver for and on behalf of the City copies of Pzciur�inucy
Official Statement and final {}{Ociu] Stmtcoocut' prepared in connection with the offering of the
Certificates 6y the TJndcnrcitcxs`io final form uo may he required by the Underwriters.The final Official
Sux/ecncutiu the form and content approved byu Pricing Officer mros manually executed byd6c'Muyor
and the City 3rcze�rys6uUbcdceuze6zobc approved by the [�tyCouocJand constitute the Official
Statement authorized for distribution and use by the lJo6eov'itezm
3. 66 That the Bonds may bc subject toredemption pnioz to their scheduled maturities at the
option of the City, on the dates and in the manner provided in the Purchase Contract. Should the
Pnuchane Contract provide for the zcdenop6ou of the Bonds, if less than all of the f\nodu are to be
zedueonc6 by the City, the City shall determine the maturity or maturities and the amounts to be
redeemed and shall direct the Paying Agent/Registrar to call by lot Bonds,or portions of Bonds,within
a maturity and iu the principal ucuonotu for redemption; provided, that during any period iox/L6ch
on/uersbjp of the Bonds is dctcmuiucd only by u book entry at u securities depository for the Bonds,if
fewer than all of the Bonds of the same maturity and bean'-ng the same u* iterest rate are toboredeemed,
the particular Bonds ubuU be selected III accordance with the oouugcoocuto between the City and the
securities depository. The FORM{)F BOND shall bc revised toceDcctxoy optional redemption ofthe
Bonds, to the extent provided 'in the Purchase Contract.
0,\ Should the Purchase Contract provide for the mandatory sLinking fund redemption of the
Bonds, the ternis arid conditions governing any mandatory sinking fund redemption and the payment of
mandatory snilking fund payments shall be set forth thereu' l,and the'FOR-M OF BOND shall be revised
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to reflect any mandatory sinking fund redemption of the Bonds, to the extent provided in the Purchase
Contract.
(c)The City shall cause notice of any redemption of Bonds to be given in the manner provided
in the FORM OF BOND. By the date fixed for any such redemption,due provision shall be rnade with
the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or the
portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for
redemption. If such notice of redemption is given (to the extent notice is required to be given), as
provided in the FORM OF BOND, and if due provision for such payment is made, all as provided
above, the Bonds or the portions thereof which are to be so redeemed, thereby automatically shall be
redeemed prior to their scheduled maturities, and shall not bear interest after the date fixed for their
redemption,and shall not be regarded as being outstanding except for the right of the registered owner
to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying
Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record
in the registration books all such redemptions of principal of the Bonds or any portion thereof. If a
portion of any Bond shall be redeemed a substitute Bond or Bonds having the same maturity date,
bearing interest at the same rate, in any denomination or denorminations in any integral multiple of
$5,000,at the written request of the registered owner,and in an aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for
cancellation, at the expense of the City, all as provided in this Ordinance.
4. That the Bonds of each maturity shall bear or accrue interest calculated on the basis of a 360-
day year composed of twelve 30-day months from the dates specified in the FORM OF BOND set
forth in this Ordinance, to their respective dates of maturity at the rates set forth in the Purchase
Contract. Interest oil the Bonds shall be payable on the dates set forth in the Purchase Contract,until
the maturity or prior redemption of the Bonds.
5. (a) That the City shall keep or cause to be kept at the designated corporate trust office in
Austin, Texas (the "Designated Payment Office") of BOKT, NA, d/b/a Bank of Texas, N.A. (the
"Paying Agent/Registrar"), or such other bank, trust company, financial institution, or other agency
named in accordance with the provisions of(g) below,books or records of the registration and transfer
of the Bonds (the "Registration Books"),and the City hereby appoints the Paying Agent/Regstrar as its
registrar and transfer agent to keep such books or records and make such transfers and registrations
under such reasonable regulations as the City and the Payh'lg Agent/Registrar may prescribe-, and the
Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the
duty of the Paying Agent/Registrar to obtain from the registered owner and record i1 the Registration
Books the address of suchregistered owner of each Bond to which payments with respect to the Bonds
shall be mailed,as herein provided. The City or its designee shall have the night to inspect the Registra-
tion Books during regular business hours of the Paying Agent/Re istrar, but otherwise the Paying
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Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law,
shall not permit their inspection by any other entity. Registration of each Bond may be transferred.m'
the Registration Books only upon presentation and surrender of such bond to the Paying Agent/-
Registrar for transfer of registration and cancellation, together with proper written instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing the assignment of such bond,or any portion thereof In any integral multiple of$5,000,to the
assignee or assignees thereof,and the right of such assignee or assignees to have such bond or any such
portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer
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of any Bond or any portion thereof, a new substitute Bond or Bonds shall be issued in exchange
therefor in the manner herein provided.
(b) The entity in-,,,,hose name any Bond shall-be registered in the Registration Books at any time
shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether such Bond
shall be overdue,and the Cit.),and the PayingAgent/Registrar shall not be affected by any notice to the
contrary; and payment of, or on account of, the principal of, premium,if any, and interest on any such
Bond shall be made only to such registered owner. All such payments shall be valid and effectual to
satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.
(c) The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for
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paying the principal of and interest on the Bonds, and to act as its agent to exchange or replace Bonds,
ati.as provided In this Ordinance. The PaymigAgent/Registrar shall keep proper records of all payments
made by the City arid the Paying Agent/Registrar with respect to the Bonds, and of all exchanges
thereof, and all replacements thereof, as provided in this Ordinance.
(d) Each Bond may be exchanged for fully registered bonds in the manner set forth herein.
Each Bond issued arid delivered pursuant to this Ordinance, to the extent of the unredeemed principal
amount thereof, may, upon surrender thereof at the Designated Payment Office of the Payu-1,11),
Agent/Registrar, together with a written request therefor duly executed by the registered owner or the
assignee or assignees thereof, or Its or their duly authorized attorneys or representatives,with guarantee
of signatures satisfactory to the Paying Agent/Regis trar,at the option of the registered owner or such
assignee or assignees,as appropriate,be exchanged for fully registered bonds,without interest coupons,
Ln the form prescribed in the FORM. OF BOND, in the denoMmiation of $5,000, or any integral
multiple thereof(subject to the requirement hereinafter stated that each substitute Bond shall have a
single stated maturity date), as requested in writing by such registered owner or such assignee or
assignees,in an aggregate principal amount equal to the unredeemed principal amount of any Bond or
Bonds so surrendered, and payable to the appropriate registered owner assignee, or assignees, the
91 1 �D gnees, as
case tray be. If a portion of any Bond shall be redeemed prior to its scheduled maturity as provided
herein, a, substitute Bond or Bonds having the same maturity date, bearing interest at the same rate,in
the denomination or denorn-u' )ations of any integral multiple of$5,000 at the request of the registered
owner, and mi an aggregate principal.amount equal to the unredeemed portion thereof,will be issued to
the registered owner upon surrender thereof for cancellation. If any Bond or portion thereof is assigned
and transferred,each.Bond Issued in exchange therefor shall have the same principal maturity date and
bear interest at the same rate as the Bond for which it is being exchanged. Each substitute Bond shall
bear a letter and/or number to distinguish it from each other Bond. The Paying Agent/Registrar shall
exchange or replace Bonds as provided herein,and each fully registered Bond delivered'in exchange for
or replacement of any Bond or portion thereof as permitted or required by any provision of this
Ordinance shall constitute one of the Bonds for all purposes of this Ordinance, and may again be
exchanged or replaced. It is specifically provided,however, that any Bond delivered in exchange for or
replacement of another Bond prior to the first scheduled interest payment date on the Bonds (as stated
on the face thereof) shall be dated the same date as such Bond,but each substitute Bond so delivered on
or after such first scheduled interest payment date shall be dated as of the interest payrnent date
preceding the date on which such substitute Bond is delivered,unless Such substitute Bond is delivered
on an interest payment date, in which case it shall be dated as of such date of delivery; provided,
however, that if at the time of delivery of any substitute Bond the interest on the bond for which it is
5
b / d has not been nuv], then such substitute Bond o6uU be dated as of the dote to which
such interest has been paid iufull. (}o each substitute Bond issued 'in exchange for ozzrolacerneutof
any Bond or Bonds issued under diiu Ordinance 6zcze u6oU be printed thereon uI` Avcut/Ilcg-
iatraz's Authentication Certificate, in the hozco 6*zciouftez set [ozdz Uiu the FORM OF f}()NI) /dze
"AudzeoticxdouCezd5cutc"\ Anuut6orlizcd representative ofthe Paying Agout/De .utzuzs6oObefozc
the delivery of any such substitute Bond, date such substitute Bond in the manner set forth above, arid
manually sign and date the Certificate,and no such substitute Bond shall be deemed to be issued or out-
standing unless dbe Certificate is so executed. The Paying Agent/Registrar promptly x6aD cancel all
Bonds surrendered for exchange ocreplacement. No additional uzdiuoces` orders,oz resolutions need
be passed or adopted by the City Council or any other body or person so as to accorriplish the foregoing
exchange oz replacement o{any Bond oz portion hereof,and the Paying/\geot/l(e /atruzs6uUpzovidc
for the printing, execution, and delivery of the substitute bonds -in the manner prescribed herein.
Pursuant to Chapter 1206,Texas Goverm-fient Code, the duty of exchange or replacement of any Bond
as aforesaid is hereby imposed upon the Paying Agent/Regstrar, and, upon the execution of the
Authentication Certificate,the exchanged or replaced Bond shall be valid,incontestable,and enforceable
in the same manner arid with the same effect as the Bonds which originally werr delivered pursuant to
this Ordinance, approved by the Attorney [}eoczu]` and registered by the Comptroller of Public
Accounts. Neither the City nor the Paying Agent/Registrar shall be required /1\ to issue, transfer, oz
exchange any Bond during u period beginning utdzeopeuiugofbos6oess30duyubefozcdhcduyo[d6c
first cuoUinc,oEu notice oF redemption of Bonds arid ending at the close of business ou the day ofsuch
mailing, or (2) to tzooaier or exchange any Bond no selected for redemption in whole when such
redemption ix scheduled to occur within 30 calendar days.
/r\ All Bonds issued 'in exchange or replacement of any other Bond or portion thereof, (i) shall
bc issued iu fully registered [ozm'nidzont interest coupons,with the principal of and interest onsuch
Bonds tobe payable only to the registered ox/uczs66czcoE (ii)oouybczcdeemedpziortzd66rac6edzJcJ
maturities, (Iii-) may 6e transferred and assigned, 6v\ cnuybcexc6uogedfozod6ezBoods' (v) o6oD6ove
the c6uzuctcciu tics, (vi) shall be signed undseu]cd, uuJ (vii) t6cpc6zcipu\ oiundintercotout6eBooJo
shall 6e payable, all on provided, and 'in the manner required oz indicated, 'in the F(}R1\4.' [)FBOND.
/8 The City shall pay the Paying Age tit/Registrar's zooaooableuodcusUonou,yfeeuuodc6nzgcs
for making transfers o[Bonds,but the registered owoezo[uoyBoudzeqoeutinguuc6tzuus[eza6uUpuy
any taxes oz other governmental charges zequuxedtobe paid with respect thereto. The registered unncz
o[any Bond requesting any exchange shall pay the 9u / gAgeot/}<e /uzzxz'uzeuaouubleaudotaoducdor
custonoazy fees and charges for exchanging any such Bond uz portion thereof,together with any taxes oz
governmental charges required to be paid with respect thereto, all as u condition precedent to the
exercise of such privilege of exchange,except,however,that In the case of the exchange o[uuaxa cJ
and transferred Bond or Bonds or any portion or portions thereofrn anyu"Itegral multiple of$5,000,and
io the case o[the exchange of the unredeemed portion ofu Bond which has been redeemed m part prior
to maturity, uspzovidcdinthiu (lzdinuuce, suc6fecoaodcbougcur*iDbcpoidbyd6cCit7. In addition,
the City hereby covenants with the registered on/uezxofd6c}}oododzotitx/Ul6\puyd6czeuaouobleuod
standard oz customary fees and charges of the Paying A&rot/Ke szznzlbzitsucodcr»nddbzcopecttothm
payment ofthe principal oE and interest or) the Bonds,when due, and (ii)pay the fees and charges ofthe
Paying Apeot/]lc sbur for services with respect to the transfer uzregistration of Bonds om}e|n to the
extent above provided, and with respect to the exchange of Bonds solely to the extent above provided.
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(o) 7���C' cov��uo�s"r�6t6�z� ' uezedov�uccsofdze800duJ�atxtvU6�nnav�zde�eBoods
are outs the City will pznvxjc x competent and legally qualified bank, trust company, financial
iuu6to6un~oz other agency to act usuod perform the services oiPuy/ Agent/Registrar for the Bonds
tinder this (}zdino*cc` and that the Paying Agent/Re /sburwJ] be one entity. The City reserves d6c
6tto, uudzuuy' otitsoptioo, ckungc0zcPuyiogAgcu//Kegio1zurupouuot]nastbuo6Oduysvvzittco
notice to the Paying Agent/Re /utzuz. In the event that the entity at any time acting as Paying
Agent/Regis tzuz (oziissncccsaozbyooczgez` ucquisition` orodbezuuctbod) shouldzeu or otherwise
cease to act un such, the City covenants that promptly it will appoint u competent and legally qualified
national oz state banking institution which shall 6cu corporation organized and doing busiuessunder
the laws of the Urn'ted States of America or of any state, authorized under such laws to exercise trust
powers, subject to supervision ozezum-tioudouby federal or state authority, and whose qualifications
substantially are similar to the previous Paying Agent/Registrar touctusPuyLiogA,eot/Ile otzozuodec
this Ordinance. Upon any change iu the Paying/\geut/l<egstraz, the previous Paying Agent/Registrar
promptly s6uU transfer and deliver the Ile ino Books (u x copy 6c/co , ulo ��6b all odzcr�
pertinent books and records relating Lo the Bonds, tw the new Paying Agent/Re 1 istrar des4zli ated.oud
appointed by the City. Upon any change 1u the Paying Agent/Registrar, the City promptly will cause u
written notice thereof tobc sent b y the new Paying gent/Re
gistrar to each z��/s i eced ono�zo[th
the
Bonds,by United States mail, first-class postage prepaid,which notice also shall give dzcudJcesaoEc6e
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 ()zdioaucc' and u certified
copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
&6 Each redocop6ou uo6cc` vr6cHzerreguLirod iu the FORM. OF BOND or otherwise by
this Ordinance, shall contain a description of the Bonds to be redeemed,including the complete name
of the Bonds, the series, the date of issue, the 'ioterestrate, the uzauuit7 date, the C(JSIlP number, the
amounts called for redemption, the publication and mailing date for the notice, the date of'redemption,
the redemption price, the name of the Paying Agent/8c stzuconddzcoddzesxutv/6ic6t6e8oudcuuy
6c redeemed,iuclodiogucontact person and telephone number. All redemption payments made by the
Paying Agent/Registrar to the registered owners ofdze Bonds shall include CTJ3lP numbers relodug»r
each amount paid to z uch registered ovuez
.
(i) With respect to the Bonds, to the extent required by the Code and the regulations
promulgated dzezeoodcz, the Paying Agent/Registrar shall report to the Registered Ou/uczs and the
Internal.Revenue Service 6\ the amount of"reportable puycoeots'',if any,subject to backup withholding
during each year and the amount of tax withheld,lf any,with respect to payments of the Bonds,and (ii)
the amount of*interest or amount treated as interest on the Bonds and required to be 'included in the
gross income ofthe Registered Owner thereof.
h. That the form o[all Bonds,iuclndio�the form oE the Comptroller's Registration Cez66cate
to accompany the Bonds oothe initial delivery Lberco[ the form of the Authentication Certificate,and
the FoomofAssignment to be printed nn each u[66e Bonds, shall be,respectively, substantially uoset
6uzd6 in Exhibit A to this {}zdiuooce' with such appropriate variations, oodyui000'or insertions as are
permitted oz required by this Ordinance.
7. 6A That u special fund or account, to be designated the ''[it7 of Fort Worth,Texas 3cricu
2013 {}eocrul Purpose fle6zndii`° and Improvement Bonds Interest and iledcoup600 Fnnd" /8ze
7
"Interest and Redemption Fuud"\imburcbvcceutcduuds6uUbecutublinbeduudmubztaincd6rthcCit"
T6o Interest and Redemption Fund shall 6o kept separate and apart from all other funds and accounts
o[the City,and shall bc used only for paying d6eio|eorntouand u| ofcbeI}uuds. All taxes levied
and collected for and on account of the Bonds shall be deposited, as collected, to the credit of the
Interest and Redemption Fund. During each year while any Bond ix outstanding and unpaid, the City
Council Fd6 (� 6uD d 6 � f d } based t6
*u�c o � City cocu�u�� ou usccz�x�ut � zutc no aou000� o a vnozcco �xz, oo� on e
latest approved tax rolls of the City,with full allowances being made for tax delinquencies and costs of
tax collections,which will be sufficient to raise and produce the money required to pay the interest on
the Iloudo as such interest comes due, and to provide u o iokio g fund to pay the principal m ci pu| 6n | dio g
mandatory sinking fund redemption payments, if any) of the Bonds as such principal matures,but never
less than 2% oE the outstanding principal amount o{the Bonds as usikjugfund each year. Said rate
and amount ofxd vu}ozcoo tax is 6rzcby ordered to be levied and is 6ezo6y levied against all tazo6\c
property io the City for each year while any of the Bonds is outstanding and unpaid,and said udvalorem
tux shall be xxoexsc6 and collected each such year and deposited to the credit o[ the Interest and
Redemption Fund. Said xd valorem taxes necessary to pay the interest on and principal oF the Bonds,ux
such interest comes due,and such principal matures or comes due through operation of the mandatory
sinking fund redemption, if any, as provided in the F{}I0\4 OF BOND, are hereby pledged for such
purpose,within the limit prescribed b l un � There shall b cappropriated from the eoecu lFoo d of the
City for deposit into the Iotczcnt and Redemption Fund c000cyo as may be necessary to pay the first
scheduled debt service payments on the Bonds occurring on and 6e[urc Match l, 2014.
(b)Chapter 1208,Texas Government Code, applies to the issuance of the Bonds arid the pledge
of ad vulozczo taxes made under Section 7(,) of this {}zd6zuoce, and such pledge is dzezc6oze valid,
effective, and perfected. If Texas law is ucucuded at any time while the Bonds are outstanding and
unpaid such that the pledge of ad valorem taxes made by the City under Section 7(a) of this Ordinance
is to be su6ect to die filing requirements o[ Chapter 9, Texas Bouiueau 8c Commerce Code, then in
order to preserve to the registered orvnozc of the Bonds the perfection of the security interest in said
pledge,the City agrees to take such o�osu�caoni t d�t�zn uosocozcumoou bl cund ooccssucyuo d�z Texas
lunr to comply with the applicable provisions of Chapter 9' 2.exua Booimexo & Commerce Code and
enable filing to perfect the security interest 'in said pledge to occur.
O. /o\%.hutLiut6e event any outstanding Bond js damaged, mutilated, lost, stolen, or destroyed,
the Puy u�Agent/Registrar shall cause t 6� �z m tc d` executed,and delivered, xu� �bond of the noue
principal amount,maturity,and interest rate,as the damaged,mutilated,lost,stolen,or destroyed Bond,
in replacement for such Bond �n the manner hereinafter provided.
0b\ Application for replacement of damaged,mutilated,lost,stolen,or destroyed Bonds shall be
made \o the Paying Agent/Registrar. Io every case o[loss, theft,uz destruction uEu Bond,the applicant
for u replacement bond sbuU [uz/iob to the City and to the Paying Agent/Registrar such security or
oo J conu�� as o�7 be required by dz cc to save each of 6x cn 6 xz rnJ nas from any l ose or damage with
respect thereto. Also,io every case oF loss,dzeb`or destruction ofu Bond,the applicant shall Furnish to
the City and to the Paying/\gcnt/De stzuzevideocctod6eirsudu6acti000fduelosu`6ueEto/dcotrucdoo
u[such Bond,ux the case may be. Io every case of damage orcnudUatiouofu Bond, the applicant shall
surrender tothe Pay/ g Ageot/]lc stzaz6ozcanceUutioocbeDoodso6xnougedorroo6lu\ed.
a
_
�) Notwithstanding c6 c6� i � of Section, dz t c6Dn�d shall
`, oum ucmzmu� zoz��ouz��zom�ouso cuz uz oovcu oo� sn a
have ouutuzccL and oo default has occuzzedvvl-,ic6is then cooti-u / iodzcpuynucotofdoe principal of,
redemption premium,if any, or 'interest on the Bond, the City may authorize the payment of the same
(without oozzeodcz thereof except in the case of u ducuagcd or coud]utcd Bond) *instead of issuing o
replacement Bond, provided security oz indemnity iofuruisbcdxoabove pzovidcdioddsSection.
/d\ P o oz t the issuance o f any replacement the Paying Agent/Registrar sh D 6 xzXc the
owner nfsuch Bond with all legal, printing, and other expenses io connection therewith. Every
replacement bond issued pursuant to the provisions of this Section by viltue of the fact that any Bond is
lost,stolen,or destroyed shall constitute a contractual obligation of the City whether the lost,stolen,or
destroyed Bond shall 6e found ut any duuc' orbe enforceable by anyone, and shall bc entitled touUthe
benefits o[this Ordinance equally and proportionately with ,my and all other Bonds do|y issued under
this Ordinance.
/r\ Io accordance with Chapter 1206'Texas Government Code, this Section of this Ordinance
shall constitute authority for the issuance of any such replacement bond without necessity of further
action hy the governing body of the City oc any other body oz person,and the duty of the replacement
of such bonds is hereby authorized and imposed upon the Paying Agent/ILe stzur' oub'ect to the
conditions Imposed by this Section 8 of this Ordinance, and the Paying Agent/Regis tzoz uhoD
authenticate and deliver such bonds io the form arid manner and with the effect,uo provided in Section
S/d\ oE this Ordinance for Bonds issued io exchange for other Bonds.
9.
That the Mayor, the City Secretary, the City Manager, any fmsiotx ut[ityMunuAcr`dzoperso
o
acting in d6 c capacity un the Chief Financial Officer o f the City' the ��ectoz o f Foouocc, dz c City
Treasurer and all other officers, employees,and agents of the City, and each of them, shall be and they
are hereby expressly authorized, empowered,and directed from time to time arid at my time to6oand
pcz6/rnu all such acts and things arid to execute, acknowledge, and deliver in the name and uudcz the
seal and on behalf of the City all such instruments,whether herein mentioned, as may be necessary or
desirable in order to carry out the terms and provisions of this Ordinance or the Bonds. Io case any
officer whose signature uppcxzsoouuyBoudnhuDceoactobouucbofficezhe6mzeU6e delivery oEsuch
Bond, such signature shad nevertheless be valid and sufficient for all purposes the same as if he or she
had remained in office until such delivery. The City Muuxgoz of the City or the designee thereof is
hereby authorized to have control of the Bonds and all necessary records and proceedings perta'U'lig to
the Bonds pcocLing their delivery and their investigation, examination arid approval by the Attorney
General of th State ofTexas, and their tc[nio tru riou by the Comptroller of P bU Accounts o fthe State
of Texas. Upon registration ofd6cI}nods,suidCompLroUczof Public Accounts (or u deputy designated
io xoi6og to act for said C^ouptzo8c6 shall manually s4-Y11 the Comptroller's Ile 'otzu6mo Cczdficxtc
accompanying the Bonds,and the seal o[said Comptroller shall 6e Impressed,ozpluccdio facsimile,oo
each such certificate. The City CouucJ hereby authorizes the payment ofthe fee of the Office ofthe
Attorney General n[the State uf Texas for the examination ofthe proceedings relating to the issuance
of the Bonds,iu the amount detczolincdioaccordance with the provisions ot Section 12O2.004,Iexus
Government Code.
10. That the proceeds from the sale of the I\oodx shall be used in the zouuuoc described 'in u
letmzofiustnuud000cxecutedbyozoobc6ulfofd6e [ity,pmmideddzutpzoueedszepzeocudogxcczocd
interest on the Bonds ubuD be deposited to the czcc6t of the Interest and I<cdcnoptioo Fund and
9
��J � the �uU�c 6 dzt6�
proceeds Bonds used�oxozuoucrco�xmtcotnn provisions
of Section 1201.04268` Texas Government Code.
11. That the Issuer covenants to take any action to u suoo�' or ze6un from any action which
would adversely affect, the 1zcutocoi of the Bonds as ub6pxdoou described io section 103 of the
Internal Revenue Code of 1980 /c6e ''Code''\` the interest on vv6ic6 is not includable io the ''gross
iucocoe" of the holder for purposes of federal 6zcocoe taxation. In furtherance dzczeof, the Iouocz
covenants uufollows:
/u\ to take any action to assure that no more than 10 percent of the proceeds of the
Bonds or the projects fmanced therewith Oess amounts deposited to a reserve fund, if any) are
used for any "private business use",us defined section 141( \(6)of the Code if oor� L6
than
10 percent of the proceeds are so used, that amounts, whether or not received by the Issuer,
with respect to such private business use, do not, under d6c tczooe oftl-�s ()r6iuxoce or any
uudezlyi-ug arrangement, directly or indirectly, secure ozprovide for the payment mf more than
1O percent of the debt service ou the Bonds, 'in contravention oEsection 1418/\[2) uf the Code;
K/\ to take any action to assure that in the event that the "private bo:iucso use"
described in subsection /u\ hereof croccdu 5 percent of the proceeds of the Bonds or the
projects financed therewith Oess amounts deposited into a reserve fund,if any)then the amount
Lo excess of 5pezceot is used for u "private business uso" which is ''zclxtcJ" and not
"diopzopozdooute'', ndLbii\ the meaning of section l41(b)(3) of the Code, todie governmental
use;
(c) to take any action to assure that no amount v/6ic6is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds Oeas u00000ta deposited into uzcnmcve
fund, if�oy\ is directly or indirectly used to finance loans to persons, o d6�z than state or local
�u��zoco�otol units, io cootz���odoo of l4l/c\ of (�od��
' � / ,
/d\ to ccfrx�i from tuk-irig any uz600 which would otherwise result 'in the Bonds
being treated as "private activlit7 bonds" Within the meanIng of section 141(b) of the Code;
/o\ tozefioio from taking any action that would result io the Bonds being"federally
guucuu c oed' within the rueuo�.igo f section 249A`\ o F the Code;
e;
/f\ to refrain from using any portion of the proceeds oE the Bonds,directly oriod8-
zccHv, to acquire or to replace funds v/6jc6 were used` directly or indirectly, to acquire
investment property (as defined iu section l48[6)/21of the Code) which produces umaterially
higher yield over the term of the Bonds, other d6uuiovestocot property acquired with —
(l) proceeds oi the I}ondu�uveatcd for ureasonable temporary period until
such proceeds are needed for the purpose for which the Bonds are issued,
/2\ amounts invested iuu bona fide debt service fund, within 6zcnoeuumilg
o[section l.248-]O/\ o[the Tzcaxucy Regulations, and
10
(3) amounts deposited iii any reasonably required reserve ozzeplaccozcnt
fund Nthe extent such arnounts donot ��c��d 1O ��zc�u t of � proceeds o Ethe
Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or arnounts treated as
proceeds of the Bonds,as may be necessary,so that the Bonds do not otherwise contravene the
zcqwreueo Lo of section 148 of b6 e Code (relating to arbitrage) and, �o the extent applicable,
section 149/6\ of the Code (relating to o6vuocc zcfuod6zgs\; and
06\ ro pay to the United States of America ut least once during each five-year period
O6� i � d6 date �d U {�6 Bonds) �L6 t �l /equal 9O t {
` �o�o���oo � oco delivery � oo s, uuucu000 u mu cu� �quo o p�zc�u o
the ''Bxcccs Buzujngn"' ndtbio the meaning ofsection 148/H of the [ode and to pay to the
United States of America, not later than 60 days after the Bonds have been paid io 6uU' 100
percent of the amount dbeo rcgni ed to be paid as a zcso}t of Excess Earnings under uccdou
l48/Hof the Code.
For purposes of the foregoing clauses (a)and (b) above,the Issuer understands that the term "proceeds"
includes "disposition proceeds" as defined in the Treasury Regulations and,in the case u[urefunding
bond, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of
the Issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein are
intended to assure compliance with the [oJc and any regulations or rulings promulgated by the U.S.
Department of the Treasury pursuant d6 ecc t o� In c6 c ��co t that regulations orro li-o�s occ hereafter cr
prornulgated which modify or expand provisions of the Code,as applicable to the Bonds,the Issuer will
not bc required to comply with ooy covenant ooutuuiued herein tothe extent that such failure tocomply,
in the opinion ofnationally-recognized bond counsel, will not adversely affect the exemption from
federal income tuxuduo ofiutczesron the Bonds oudcz xccdou 10I of the Code. In the cncot that
regulations or rulings are hereafter promulgated vviicb 'impose additional requirements xr6Jc6 are
u��6c�bl� �o t6c ]3oods` dzcIssuc� u����o �o coo�p|v ��6z d6o uJdibouu] z�gu�ecocots to the extent
necessary,io the opinion ofuoduouDy-zcc edboudcouoncl' topzcsccve6zcexcmptioufronofedeml
bococue taxation of interest on the I\oudu oodcz section 103 of the Code. In fuodbnzxocc of the
foregoing each of the Mayor, the City Munugcc` any Assistant City &1uuagcz, the person ac i io the
capacity as Chief Financial Officer of the City' the Director of Finance and the City Ireuuuzcz cuuy
execute any certificates or other reports zeqWood6y the Code and to make such elections, on behalf of
the City,which may bcpernJtted6y the Code uu are consistent with the purpose for the issuance ofthe
Bonds.
In order tofacilitate compliance with the above clause(h),a"Rebate Fund"is hereby established
by the City for the sole benefit o[the lJuitcd States of America, and such Rebate Fund shall not bc
oo6)�c� �o c6� c]uic� of od6�, �oceoo' inclo��u� n�dzou� 6zoiLudoo �6c z� istcrcd owners of the
Bonds. The Rebate Fund is established for the additional purpose of compliance nit6 section 148 of
the Code.
12. /u\Allocation of, and Ianita4ionon, E_,pxxuituro/ 6or the Pmje't. That the louvuz covenants to
account for the expenditure of proceeds from the sale o{ the Bonds and any iuveutncntcuzomgs
thereon tobe used for the purposes dcacnibed .in clause 60of Section Iof this Ordinance (each such
purpose referred co herein and subsection/b\ of this Section xuu ''Procct'')oo its books and records by
/\
allocating proceeds to expenditures within 18 months of the later of the date that(a) the expenditure on
xP�u��m�e� �em� �ch P��cL�mo�c��� T6� ���n�g notwithstanding,ffieTssuer shalt
not expend such proceeds or investment earnings more than 60 days ahcz the later of (a) the fifth
anniversary of the date of delivery of the Bonds or(b) the date the Bonds are retired, unless the Issuer
obtains an opirriou of mu6ouuOv'zeco zed bond counsel substantially to the effect that such
expenditure will not adversely affect the tax-exempt status of the Bonds.
(b) Disposition� ofPm1ea. That the Issuer covenants that the property Financed nz refinanced with
the proceeds of the Bonds will not be sold or otherwise clisposed "in a transaction resulting in the receipt
by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of ou600uUy
-
zecogoLze6b oo d co�ouc)substantially to, the effect that such sale or t6 o�disposition will not adversely
affect the tax-exempt status of the Bonds. For purposes of this Section, the portion of the property
comprising personal propertyand disposed of'in the ordinary course of business shall not be treated as a
tzuooacboo resulting in the receipt of cash or other compensation. For purposes of this Section, the
Iuoncr ubuU not be obligated to comply with this coveouot if it obtains an opir-don of outi000U"
'
zecogn/zc J bond counsel to the effect that such /aU ozc to comply viU riot adversely affect the
excludability for federal income tux purposes from gross income of the interest.
(c) Fri}teo Proceuurxf. That oudl superseded by uuodbcr action of the City` the nni1tcu
procedures to ensure cocop6uocc With the covenants contained 6ozoio regarding private business use,
remedial actions,arbitrage and rebate approved 6y the CityLu the ordinance u6opucdTn]n24,2O12'With
respect to the isu000cc of City of Fort Worth, Texas VVutez and Sewer System llevcuoe Refunding
Bonds, Series 20l2, apply to the issuance of the Bonds.
13 /x) T)^�m���*� I�o� xx ou*dio �Ju ����on d6c 6oUonz�� \ shall c6 meanings
� ` , z-'z , , � ozoom a u have � �u gs
ascribed tosuch terms below:
"Buji.ness Dqy" means a day other than a Saturday, Sunday, a legal holiday, or a day on
which banking 6zotiurtiouu are authorized b7 law oc executive order to close io the City octhe
city where the Designated PaycoeoL {}Dficeofdze Paying Agent/Re is\zuria )ocutod.
"MJI{B" oucuou the Municipal Securities T(u\nouukiog8oxrd.
"Pidle" means SEC Rule 15c2'12' xs ucoeodcd from time to time.
"SEC' means the \Jnitcd States Securities and Exchange Commission.
U6\ Annuu/R^»on¢ 6\ The City shall provide annually tothe MSDI},within six months after the
end ofeach fiscal year oudiogLooz after 2Ul3' financial'iuforma tioo and operating doconi66 respect to
the City of the general type describcd6z Exhibit D hereto. Any fiooudul statements so to be provided
shall bc(1)prcpurcdio accordance with the accounting principles 6eucribediu Exhibit B hereto,ozuoc6
other accounting principles as the City may be zeqw'red to employ from time to time pursuant to state
law or regulation, and (2) audited,if the City commissions an audit of such statements and the audit is
completed within the period during which they count be provided. If the audit of such 6oauciul
statements iu not complete nidriiu such period,then the City shall provide unaudited Fioaooiolstatements
by the required timo, and o6oDpzovido audited financial ocotecucotu for the applicable fiscal year to the
&43IlB,w6co and if the audit report on such statements becomes available.
12
______
( ) If the City changes its fiscal year,bxi]l notify the MSRBof die change (and of the date of
the new fiscal year end)prior uz the next date 6rn/6ic6 the City oderxise would bc required tmpzovNe
Gnnocialin6oroiudon and operating data pucuouo t t o tl-ris Section. The fin000u] information on d
operating data to be pcoNq*dod puzuouut to this Section may be set boc&z 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 M3ID3l that theretofore has been provided to the
&{3K]5oc filed with die SEC. Filings shuUbcmade elcctrooic«Un'io such format uuio prescribed bythe
M8ILB.
/cl Disclosure Enxm/Nolims. The City shall notify the&{S}O} of any o[the fbDurping events with
respect to the Bonds,in u timoly manner u �� excess o{ten D us in uxD ayuu ftcz the occurrence ofthe
event:
1� Pzb i pm luudintezest pu7ucu td Uuo gucuc
cs;
2. Non-payment related defaults, ifmaterial;
]. Unscheduled dzuno on debt service reserves reflecting financial difficulties
,'
4. LJoscbodolcd dcuvvo on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, dn co ouu u c�by the Internal D�v000c Service [�zupmsc d
or final deterolinx6uos of taxability, Notices of Proposed Issue DILS Form
57Oi-TE8\ oz other material notices ocdetcroziiodooa with respect to the tax
status of the Bonds, or other material events affecting the tax status of the
Bonds;
7. Modifications to rights o fholders of the Bonds, �F material;
8. Bond calls, iE material, and tender offers;
9. I}ofeusxocrs;
10. 8cl exoc, substitution, or sale of roper�yo�cu securing repayment o f the 8 ou d o' if
cnntcriu];
I|. Rating
_-`changes;
l2. Bankruptcy, insolvency, receivership or similar event of the City;
I]. The consummation nfu merger,consolidation,ozxc injdooiovnlvin*dbeCit7
or the uu1e of all or substantially all of the usucta of the City, other than in the
ordinary course ofbnoioeuo' the en�yiok/ udcGuidvcugyoerneutcmundertake
b d � �6 � � � o� doB��6 agreement ludo � o 6
such unuc action � �zoo�x uo x v�u�7c�oo� relating youc
actions, other than pursuant to its tcons`ifcootcdul; and
14. Appointment ofo successor Paying Agent/Registrar or change 'in the name of
the Pu> uig Agen t/Registrar, i[material.
The City shall umdfv the M3D8` 'in u duzrly ouuuoer' of any failure by the City to provide financial
information ozoperating clutxLo accordance with subsection (b)of this Section 6y the time required by
subsection (a). As used 'in clause 12 above, the phrase "bankruptcy,irisolvency,receiversl�p or similar
event" means the appoint-trient of a receiver, fiscal agent or siiiii1ar officer for the City in a proceeding
nudez6zc{}.3.BookznptcyCodeoziuuoyodzczpzocccdiugundczotutcocEcJezul\av/ionl-tic6uconzt
oz governmental authority has assumed Jurisdiction over substantially all oE the assets nz business o{the
City,ori[jn6sdicdoohas been assumed by leaving the City Council and official oz officers oE the{Iryio
possession but subject to the supervision and orders ofucourt nzgovorocoeotadauthority, or the entry
i»
ofms order coo u plan oFzcocguoizu | arrangement oc liquidation 6vu court ocgovernmental
authority having supervision or jurisd6ction over substantially all of the assets or business of the City.
(d) /~ilwitaliox4l7iszla6mx/s, uxdAbvlxxdwvm1 @ The City shall bu obligated toobserve and
perform the covenants specified 11`1 this Section for so long as, but only for so long as, the City remains
uo"obligated person"with respect tothe Bonds within the oueonuii�yo[the Rule,except that the[icyin
any event will give notice of any depoxitmade in accordance with this Ordinance or applicable law that
causes any Bonds oo longer tobeoutstanding.
8h The provisions oEth-iu Section are for the sole benefit oF the holders and beneficial owners
of the Bonds, and nothing 'in this 3cc600' express or implied, shall give any beocGi or any legal or
equitable ri ebt`reued y, or claim u b creuo d�� t o nyo d r� ��cyoo� The City undertakes to prov/d e only
the financial information, operattrig data, financial statements,and notices which it has expressly agreed
to provide pursuant to t6iy Section and does riot hereby undertake to provide u�yo t6 zio6mou tion that
may be relevant or material to x complete pzcocorotioo of the City's Gmunciul ceso]to` condition' or
pzoupcctuortooydotcuoyin6ur000tioopzo`idedioaccocduocenit6thin3cc6uoozodzenaisc,oxceptus
expressly provided herein. The City does not zonkc any representation or warranty coucccoiog such
information or its usefulness to x decision to invest in or sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND DR ANY OTHER PERSON, ]N CONTRACT OR
TORT,FOR DAMAGES RESULTING IN WHOLE[)DIN PARZFD(}M ANY BREACH BYTHE
CITY,WHETHER NEGLIGENT0DWITBOUTFAULIDN ITS PART,OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH
PERSON, IN CONTRACT OR TORT, FOR DD ON ACCOUNT OF ANY SUCH BBB&CB
SHALL BE LID&IIEZ) IO &N ACTION FOR MANDAMUS DD SPECIFIC PERFORMANCE.
6v\ A default by the City 'in observing or p erfortrimig its obligations u rider this Section shall not
comprise u b zeac 6 of oz default oo d�z tl-ds Ordinance for purposes of any o d6 cz provision o f t1ri
s
Ordinance. Nothing in ti)-is Section is intended or s6n8 act to disclaim, waive, or otherwise limit the
duties uf the City under federal and state securities laws.
k6 Should the Rule bcucocndcd to obligate the City to make filings with oz provide notices to
entities other than the MSRB, the City agrees to undertake such obhgation in accordance with the Rule
as amended.
(vi) The provisions o[this Section may be amended by the City from time to time to adapt co
changed circumstances that arise from a change in legal requirements, a change in law, or a change in
the identity,nature,status,or t)Te of operations of the City,but only if(1) the provisions oftl-duSection,
as so amended,would have pertruitted an under-writer to purchase or sell Bonds 'in the primary offering
of the Bonds in compliance with the Rule,takingLintoaccount any amendments orLinterpretations of the
Rule oLocc such offering as well as such changed circumstances and (2) either /u\ the 6o)dczo of
majority Loaggregate principal amount (or any g7eute,u0000ut required by any other provision ofthis
Ordinance that authorizes such uu amendment) of the outstanding Bonds consent to such amendment
mcUb\u person that io unaffiliated with the City (such ua nationally recognized booJcououeK6utecrowizcs
that such amendment will not materially Uopau: the interest ofthe holders and beneficial owners ofthe
Bonds. If the City so amends the provisions of this Section, it shall include with any amended financial
information or operating data next provided tio ucroz6ouce with subsection (b) of this Section an
explanation,in narrative form,ofthe reason for the amendment and o[the impact of uuTcouu�� z th
the
type oEfinancial io6ozouotioo or operating data ooprovided. The City may also xcncud oz repeal the
provisions of this continuing disclosure ug7ccoueot if the SEC uoucuds or repeals the applicable
provision*E the Rule oru court mf final urisdiz600enters judgment that such provisions of the Ruleare
invalid, but only if and to the extent that the provisions of this s�o z cucc would not prevent
an
underwriter from lawfully purchasing oz selling Bonds m the primary offering oE the Bonds.
14. That concurrently with the delivery mEthe Bonds, the Chief Financial Officer o{the City
shall cause to6c deposited with the paying agent for the Refunded Obligations,from the proceeds ftou`
the sale oF the Bonds and other available moneys of the City,all os described iu the letter ofinstructions
referred cuiu 5ccduo lO of this Ordinance, uo amount sufficient to provide for the refunding ofthe
Refunded Obligations io accordance with Chapter|2O7. For this puzposc, the City Council authorizes
d6 [ 8d Assistant City d 86 City 6z Deposit
� City xouA�z or any ss/s�uot /�y uux��z uo c z�7 �crcLozy �o ���co�c � cpos/t
Agreement, in sub ua ti _v the Eo zu and substance attached to this K uxucc.
15. That the Bonds ubuD be imoocd and delivered in such zouooez that no physical
distribution o[ the Bonds will be made iothe public, uodTbc Depository Trust Company (''Z)TC")'
New York, New York, initially may act us depository for the Bonds. I)7C has represented that itisu
limited purpose trust company incorporated under the laws of the State of New York,a member of the
Federal Ilcucrvc 3ystcon' u "clearing cozpozubou" n6ddu the cncuoing of the New York lJoi6ozco
Commercial Code,and u "clearing agency"registered nodnz3ectioo17l\o[dze5ccouiticxExc6uuge}\ct
of 1934, as amended, and the City accepts, but in no way verifies, such representations. T6cde6zl�i6ve
Bonds delivered tu the Underwriters shall be registered 'In the name of CEDE&CO., the nominee of
DIC Z)ICrox hold Bonds on behalf w[dz Underwriters. � loo 68 d t d
� y o c o n � o long each Bond �szc��s �z� oo
the name o[CEDE 8c [{}., the Paying Ageot/Ilc /otzurn6aUtreutund deal with Z}TC the same ioall
respects uxifitwere the actual and beneficial owner 66ozeo[ Z)T[cuay cuxiutniuubouk'eooysystem
which will identify o`»oecn6ip of the 8ouJxiumtcgru]amounts of$5'U00' with transfers ofuwoczsfup
being effected on the records of DTC and its participants pursuant to rules and regulations established
by t6cuu, and that the Bonds iui6o8ydepositcd With I}T[ shall be immobilized and not be further
exchanged for substitute Bonds erccptus hereinafter provided. The City is not responsible or liable for
any functions of DTC,will not be responsible for paying any fees or charges'V6th respect to its services,
will not be responsible or liable for maintaining, supervising, or reviewing the records ofl}IC or itn
protecting iu� t � 6� of beneficial of Bonds. Itu6D6 t6
participants, orpzocc �uuy cz�xsoco� nn c ovvoozao � o x� u � c
duty oE the Z)7C Participants tornxkcuDuoongooucuTsn6thI)ZCtocotu6lis6d-us600k-eutrysyatem,
the beneficial ownership of the Bonds, and the method of paying the fees and charges of DTC. The
City does not represent, nor does it in any way covenant that any book-entry system established wltl-i
DI-C will be uouiotuined in the 6umre. If for -,my zcusoo should any of the originally dc6vczed Bonds
duly file with the Paying Agent/Registrar with proper request for transfer and substitution,as provided
{oziutl-�m Ordinance, substitute Bonds will be duly delivered uo provided iotbJa Ordinance,and there
will be no assurance or representation thatany book-entry system will be maintained for such Bonds.
The City heretofore has executed a "Blanket Letter of Representations" prepared by DTC in order to
Implement the book-entry system described above.
16. (u) I)mgamd/}000t That any Bond and the interest thereon shall be deemed to be paid,
retired and oo longer outstanding(u ''L)oleusedBoud")wiUrio the cozuz��go[this Ordinance,except to
the extent provided Lin subsection (d) of th�s Section,when payment of the principal of such Bond,plus
��
interest thereon to the due date (whether such due date beby reason of maturity oz otherwise) either 6\
shall have been made or caused to be madein accordance with the terms thereof,or (ii) shall have been
provided for on or before such doe dote by irrevocably depositing with or making available 10 the
Paying Agent/Re iotzaz ill accordance with an escrow agreement or oc6cz instrument (the ''Fnrorc
Escrow/\grecozoot'') for such payment (1) lawful money ofdzcT]uited States o[America sufficient to
noxbe such payment or/2\ [}efeusuocc Securities that mature as to principal and 'interest iu such amounts
and at such times as will insure the availability,without reinvestment, of sufficient money to provide for
such payment, and when proper uzruo&enzeuto have been made by the Issuer with the Paying
Agent/Ile atzut for the puyzocot of its services nutU all I)efcascd }}oodu s6xD 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 t6ebotezesc thereon shall oo longer be secured by,payable from,oz entitled to the benefits of,
the ad valorem taxes or revenues herein levied and pledged as provided io t1iis Ordinance, and such
principal and iotencut x6oV he payable aoJe6/ from such money or I}ofeusoucc Securities.
Notwithstanding any other provision of this Ordinance to the contrary, itis hereby provided that any
determination not to redeem [)cfeuoed Bonds that is uzxdc io conjunction with the puyrncut
arrangements specified in subsection 166l6\ or (ii) shall not 6e irrevocable, provided that: /l\ in the
proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the
I)efeoncd Bonds for redemption; /2\ gives notice of the zcscrrx6om of that light to the ourorzu of the
[>efeuucd Bonds immediately following the making of the payment az/uugecueoto; and [}) directs that
notice of the reservation be included in any redemption notices that it authorliZeS.
(6) }norumxxl z'm Z}a6ummxx jeovxifies. Any moneys so deposited with the Paying
Agent/Registrar may at the written direction of the Iuooez be 'invested in [)cteuuuoce Securities,
maturing in the amounts and times as 6czeLubefoze set bozdz, and all income from such Z)ofeoxuucc
Securities received b the Paying A�eut/ eQ/x xc that�uoo L required fo z the payment of the Bonds and
interest thereon, with respect to w1lich such money has been so deposited, shall be turned over to the
Issuer, oz deposited xn directed 6o writing ky the Issuer. Any Future Escrow Agreement pursuant to
vv6ir6 the money and/or [}efeusuuce Securities are held for the payment ofZ}cleasud Bonds may
contain provisions pernuttinR the investment or reinvestment of such moneys in Defeasance Securities
or the substitution of other Defeasance Securities upon the satisfaction of the requirernents specified in
subsection 16(u)6\ or 60. All iucococ from such I}cfeuyunce Securities received by the paying
Agcot/lle stzuzvrbic6iouotzcguired6nrc6cpxyroeocn[dbc [)cfeuucdf}oods' nidzzeopect to which
such money has been so deposited,shall be rerru'tted to the Issuer or deposited as directed in writing by
the Issuer.
(c) I)6feuuznu/ Jxov�i6oz I)x6ned The term ''I}e{euuuncc 8ecozideu" roeaux 6\ direct`
noncuDuble obligations oft6eOoi0odStotcsofAcnozicu'iuc\ndi `*o66*,600066utuzeuocoudi600,Ov
guaranteed by the Unlited States of America, (ii) noncallable obligations of an agency or instrumentality
o[L6cOuite6 States ofAroczicu'ioclnJiog obligations that are unconditionally guaranteed uziosurcdby
d6 i � d d6 d� d of b thereof, d � on t
c���u�yo�uoxtzocucnta ry' u� ut` uu c date �puzc ou� oz�o . u/�zu�c as ouu��u cu
quality by u nodoouUv recognized investment zndog 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
u state that have been zcGuudcJ and that, on the date the govxzoiog body of the Iuonez adopts or
approves the proceedings authorizing the finuocioJarrangements are rated uato investment quality byo
nationally ceco cdiovextueutzutio& 6znuuotleoad6uoAAAocitxeguivxLeot
(d) Puvilm ��n/ Sn��r� lJuLUuUZ}c/euucd Bonds shall have become due and
payable, the Paying Agent/Registrar aboU pczborco the services ofPaying Agent/Registrar for such
I}e1eosod Bonds the mucuc as if they had not been dc[eascd' and die Iuoucz sboD make proper
arrangements to provide and pay for such services as required by this Ordinance.
/rc\ Su6utionof—omdo6rTefeasance. In the event that the Issuer elects todcfcusc less than all uF
the principal u000uot of Bonds of zoutodt7, the Paying Agent/Registrar u6uU select, or cause to be
selected, such amount of Bonds by such random method as it deems fair and appropriate.
17. iu\ Events of/)efam/y 3'hot each of the following occurrences or events for t6e purpose of
thJs Ordinance is hereby declared unbouo Event oEDefault:
6\ the failure tu make payment oF the principal oforiutezeatom any oF the Bonds when
the same becomes due and payable; uc
(ii) default 111 the performance or observance of any other covenant, agreement or
obligoti000fd6eCity` t6cfaJozotopczfozrov/6ic600ute6xUy' udvczselru[fectsdberiftsofd6c
registered ov/000 of the Bonds, iocloding, but not limited to' their prospect or ability to be
repaid in accordance with d-tis Ordinance,and the continuation thereof for a period of 60 days
after notice n{such default io given by any registered ovvoectodzeCity.
(b) RxmediesforDefa«
6\ Upon the happening of any Event of Default, then and iu every case,any registered
owner ozunauthorized representative thereof,including,but not limited to,o trustee ortrustees
dboccfor` may proceed against the City' or an), official, officer or employee of the City in their
official capacity,for the purpose o{protecting and coburc��g the rights ofdberegistered owners
under th-is Ordinance, by mandamus or other suit, action or special proceeding 'in equtity orat
law,In any court of competent Jurisdiction,for any relief pernuitted by law,including the specific
performance of any covenant or agreement contained herem, or thereby to enjoin any act or
thing that may 6c unlawful ozin violation oF any right o[the-rc sLczedovvoers6ezeoo6czoruoy
combination o{such remedies.
(iii) Itio provided that all such proceedings shall bciva6tutcd and rouintoioed for the
equal benefit of all registered on/oecaofl5oodsdzcnouto\ooding.
/6 Remedies Not Emclusive.
6\ No remedy bezci conferred or reserved is iotcuded to be exclusive of any odzcc
available remedy or remedies,but each and every such remedy shall be cumulative and shall be
in addition to every other remedy co hereunder or under the Bonds or now or bozcuftez
existing at luv/ or Lo cqoit7;'pmmided, 6owxnxr, that notwithstanding any other provision of this
(}cd6naocc' the right to accelerate the debt evidenced by the Bonds shall not be available uxu
remedy tinder Ordinance./
66 The exercise of any cocoedvhezciri conferred or reserved shall not be deemed
waiver o[any other available remedy.
17
(iriii) By accepting o& t6 c 6c6vczv of x Bood authorized under this �uzuzuoco, such
registered owner ugcccx that the certifications required to effectuate any covenants
or
representations contained in this Ordinance d o not and shall o�vcz constitute or �� rise to o
personal or pecuniary liability or charge against the officers,employees or trustees of the City or
the City Council.
6r\ None of the members of the City Council, nor any other official or officer, agent,
oc employee o[the City, shall bc charged personally by the registered owoczoxit6uuyliuhiUty,
or be held pecxuouOv liable to the registered owoers under any term or provision of this
()z6inuoce' or because of any Event of Z}ciaoh or alleged Event of Default tinder this
(]zciiiuocr.
18. That interest earnings derived from the investment of proceeds from the sale of the Bonds
may be used along with ocboz available bond proceeds for the coomtzucdoo of the perzuuocuc
iu pzovcuco tu set forth in clause (r1) o i3e Section I hereof for which the Bonds are issued or the
payment o{debt service oo the Bonds;pmmdtdUzutufLczcoonpleti000func6perouuocot iupzovcnu*zto'
if any of such interest earnings remain on hand,such interest earnings shall bc deposited io the Interest
and Redemption � d
on .
lY. That for all purposes of this Ordinance,unless the context requ-tres otherwise,all references
to designated Sections and other subdivisions are to the Sections and other subdivisions of ��y
Ordinance, The words ''6ezein'', ''bezcof' and ''6czenoder'' and other words ofsbzd]orminport refer to
this (}zdinxucc as u whole and not to xoy particular Section or other subdivision. Except where the
context otherwise requires, tczcos defined Lu this {}zc6nuocc to impart the singular uuuobcz o6uU be
considered to include the plural u u b czuu 6vi c� ��zsu� References to any ourue6 person o huU
zoouo
that party and its successors and uusi8os� I{c[nzcooca to any constitutional, statutory
or zcAolu
tmzT
provision means such �zo visz000n /t exists on date this O dio uoce /o adopted by the City and
any
Dut-Lze amendments thereto ursuccessor provisions thereof \o7 reference to the payment of principal
in tlus ( zdio moc� shall be de ord to 'include the payment of o� ouo mandatorysinking fund redemption
payments as described 6ecoLo. Any reference to "FORM OF DL}NI}" shall refer to the Gozoo of the
Bonds set forth 6o Exhibit Anoth�is {]zdiouocc. The titles and headings nfthe Sections and subsections
of tI-tis Ordinance have been inserted for convenience of reference only and are not to be considered a
part hereof � shall not io o x/ modify or restrict o o� dz� L�#on or zo`�oiouo 6czeu[ '�6c
p �z�o uo s u o any way , c any p
findings set forth in the preamble to titio [)zdilunccuzc 6cze6v incorporated 'into the body of this
Ordinance and made u part hereof for all purposes.
20. That all ordinances and resolutions or parts thereof in c;ori ict herewith are hereby repeated.
21. That in accordance with the provisions of Section 1201.028,Texas Government Code, this
Ordinance shall be effective immediatety upon its adoption by the City Council.
22. That it is hereby officially found and determined that the meeting at which this Ordinance
was passed was open to the public,and public notice of the time, place and purpose:of said meeting was
given, all as required by Chapter 551, Texas Government Code.
ADOP'T'ED this August 20, 2013. �. .
Ll lay or, City of 1 1 xas
ATT1,;ST: „.
City Sec.retarst
City of Fort Worth, Texas (SEAL)
APPROVED AS TO FORM AND L.<f�;GALI"T Y:
City Attor ey, City of Fort Worth, Texas
Si'gaols,e Page—Ordiaoace_�nalbon:Zrug Issrnrace of General PGA poe Kefi�nflln and(iivproveinoll Boild.,,Serves 2073
19
SCH)3DOLEI
CITY(}F FORT WORTH,IBXkS GENERAL PURPOSE REFUNDING BONDS,SBRIES2O03A.
oU bonds ooxm / ouMu,chlio each oF the years 2O14 through 2O22,iod`c principal ucoonu'o[$27,O65,000,
3ch,du]el—page 1
EXHIBi,r A
FORM OF BOND
NO.
UNITED STATES OF AMERICA.
STATE OF TEXAS
COUNTIES OFTAKRANT, DENTON,WISE, PARKER.AND JOHNSON
CITY OF FORT WORTH,TEXAS
GENERAL PURPOSE REFUNDING AND IMPROVEMENT BOND
SERIES 2013
MATURITY DATE INTEREST RATE DF,LIVERY DATE CUSIP
% September 26, 2013
ON THE MATURITY DATE SPECIFIED ABOVE, THE, CITY OF FORT WORTH,
TEXAS (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to
or to the registered assignee hereof(either being hereinafter called the
"registered owner") the principal amount of:
DOLLARS
and to pay interest thereon, from the Delivery Date specified above, to the maturity date specified
above, or the date of its redempti.on prior to scheduled maturity, at the rate of interest per annum
specified above said interest being payable on March 1,2014,and semiannually on each September
speci 1 1 11
I and March 1 thereafter; except that if the Pay'i ng Agent/Regstrar's Authentication Certificate
appearing on the face of this Bond is dated later than March 1, 2014, such interest is payable
semiannually on each September I and March I following such date. Interest on this Bond shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
THE PRINCIPAL OF AND INTEREST ON this :Bond are payable in lawful money of the United
States of America,without exchange or collection charges. The principal.of this Bond shall be paid to
the registered owner hereof upon presentation and surrender of this Bond at maturity or redemption
prior to maturity at the designated corporate trust office in Austin, Texas (the "Designated Payment
Office"), of BOKF, NA, d/b/a Bank of Texas, N.A.,which is the "Paying Agent/Registrar" for this
Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the
registered owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the
close of business on the 15th day of the month next preceding such interest payment date by check,
dated as of such 'interest payment date, drawn by the Paying Agent/Registrar on, and payable solely
from, funds of the Issuer required to be on deposit with the Paying Agent/Registrar for such purpose as
hereinafter provided;and such check shall be sent by the Paying Agent/Registrar by United States m-,4
first-class postage prepaid, on each such interest payment date, to the registered owner hereof at its
address as it appears on the Registration Books kept by the Paying Agent/Registrat, as hereinafter
described. Any accrued interest due at maturity or upon redemption of this Bond prior to maturity as
A-1
provided herein shall bu paid ,othe registered owner upon presentation and surrender o[this Bond bri:
redemption arid payment at the Z)es tedPuyozent[)EGceofc6e Pu / Apcur/f( / uxc 'The Issuer
covenants with the registered owner of this Bond that no later dzoo each principal payment and/or
Lutcrcot payment date for tl-Lis Bond it will cookr uvudobb to the Paying Agent/Registrar from the
Interest and Redemption Fund uodefiucdby the ordinance uudzoriz/ the Bonds(the ''{}zdiouuce''\ the
u000uuta requited to provide for the payment, in i-zuz cdUotely available fun6s, of all principal of and
iutezestoo the Bonds, when due.
IN THE EVENT{)F2\NON-PAYMENT oE interest oux scheduled payment date,arid for]O
days thereafter, u new record date for such interest payment /u "Special Record I)ute''\ will be
established bY the Paying/\gcot/Dc /xtzuz. ifuod "v6eu6006sbmz6zcpuyozcotofsuchiu/ezest6uve
been received from the Issuer. Notice oEthe Special Record Date and o(the scheduled payment date of
the past due interest ("Special Payment I}uto'', ,v6ic6 shall be 15 days after the Special Record I)utc\
n6uU6cacutotleosLGve6uuiocoxduyxpciortod6oSpcciul]lecozdZ)o/e6ylJnitedStutosroail'6zstcluxs
postage prepaid, tm the address o[each ze iuceredon/oczufoBuodxppeaziogoot6cze�sUcudou6ouks
of the Paying Ageot/}(e utiazutdzecloecnfbuainesxondze}unihoaioesxduyuextpzccucbogcbedaic
of mailing oF such notice.
IF THE DATE for the payment of the principal of or interest on ttds Bond shall be a Saturday,
Sunday,ulr&ul holiday,ozu day oou/6ich banking institution einthe city where the Designated Payozent
Office oF the Paying Agcut/Re /souzialocu|e6oreuu6zorizodby}ur/ozcoecntivuozdeztoclose, Uzcu
the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday,legal.
holiday, oz day oovvhlich banking iostitndoun are uu6zo�zcd to close;arid payment oo such date shall
6 ur� the u�o � force and effect as made on the §y oa ldutcpuyoeo t puc du�. Notwithstanding th
the
fore-going, during any period in which ownership of the Bonds is determined ordy by a book entry at a
securities depository for the Bonds, any payment to 8zc securities depository, or its uorniiine, or
registered assi s, shall bcnzade iouccocduoccwidb existing arrangements between the issuer and the
accucideo depository.
THIS BOND is one of a Series of Bonds of like tenor and effect except as to number,prilcipal
amount, interest rate, maturity xuJ option of zoJccoptiou, doted August 15, 2013, on|6orliaed in
accordance with the Constituiion and laws of the State of Texasin the principal amount of$37,130,000
for the following purposes, to-wit,refunding the Refunded Obligati,oris (as defined U' l the Otaaance),-
constructing permanent street and storm sewer improvements and park and recreation improvements;
uoJto ��y the costs incurred bzc000cctiouvidbt6eissuuuceotdbe5onds
(]N MARCH 1`2O2j,ozou any date thereafter, the Bonds o[d�z Series maturing oo Match 1`
2024 and thereafter may be redeemed prior to their scheduled maturities,at the option of the Issuer,in
whole, ozio part, ut par and accrued iocezcat to the date fixed for redemption. The years o{maturity uf
the Bonds called for zedrcupdou at the option of the Isuncz prior to dzriz stated maturity ohuU be
selected by the Issuer. The Bonds or portions thereof redeemed within a maturity shall be selected by
lot oc other coed6odbythe Paying Age ot/D /otzaz;pmmded6zxt during any period io which ownership
m{the Bonds iudetczo��e6 only 6yu book entry utu securities depository for the Bonds,if fewer than
all of the ]0oodo of the 000ze ozuouity and bearing the ounuc iotczexc rate are to be redeemed, the
particular Bonds uf such maturity and bcx�ug such interest rate shall bo selected 'ioaccordance with the
arrangements between the Issuer and the securities depository.
A-2
_
NOTICE {)F any such redemption of Bonds shall bc given U-odzefoU / manner, ^z-vit, u
w riteo notice of such redemption shall he given tot6c registered owuezoEcuc63}oodoruporboo
thereof 6 / called for redemp6on not more than 60 days nor less than 30 days prior to the date fixed
for such redemption by depositing such notice in the Onited States mail, first-class postage prepaid,
addressed tn each such registered ovvnezut6isuddzeossbovv000dze8e /ntzotiouI\ooboo[d6e Paying
Agent/I(e ntzuz. Any notice ao mailed shall be conclusively presumed tu have been duly given
notwithstanding w6cdhcr one oz more registered onroecscuuy6nvefailed ,obnnezcccivedsuchoobce.
By the date fixed for any such zedczup6ou due provision u6uU be made by the Issuer with the Puyio�
Agcnt/]lc /u(zuz [vrdbepuycoentofckrzequired redemption price for dJs Bond ozd6e portion hereof
which is to he so redeemed, plus nrczn,J 'interest dzezcoo to the date fixed for ze6ezup600. If such
noticeuFredezn26^uia /v�u,uudiFdu�pzo��sio� �nzuu�6puy,u�utiazoude,u�uspro`�Jc�nbovo,dJa
Bond,or the portion hereof which iu to be so ccderoucd` thereby automatically shall br redeemed prior
to its scheduled maturity,and shall not bear"in teres tafter the date fixed for it-,redemption,and shall not
6e regarded us being outstanding except for the 6to[ducre u,czc6on,ncz /ozeceivedzczcderoptioo
price plus accrued interest to the date firedfor redemption from the Paying Agent/Registrar outoEc6c
funds provided for such payment. 'The Paying&gcnt/Do /straro6uUrecozdiucboDc /saadouT}ookooO
such redemptions of principal ofti-riu Bond oz any portion hereof. Ifu portion o[any Bond shall be
redeemed u substitute Bond oz Bonds 6uviuR the same ouutuunitY date,bearing interest ut the same rate,iu
any denomia6on or denotywiiations in any intearal multiple of$5,000, at the written request of the
registered oxocz, and in u��z�gu to�o�c�po l amount equal to rb e oocedccnc d �oz 6 ou dz czeo[, will 6
be
issued tu the ze stezedovvucropoudzrsozccodezchczcol6orcxnccUu6ou,utc6orrpcuneofHzcIsooec`
all os provided iu the Ordinance.
ALL BONDS OFTHIS SERJES are issuable solely as fully registered bonds, Without interest
coupouu, iu the denomination of any integral multiple oE$5`OOO /\o provided io the [}zciriuucc, this
Bond,uzuuyuozedeco`cd portion hereof,may,ut the request or the registered ovvuezozd,e assignee or
assignees hereof, 6e assigned,transferred,and exchanged for uQceu����o�c2�ucipduroonutoff�ly
registered bonds, without interest coupons, payable to the appropriate registered owner, usoigoce, or
assignees,oodzccusczooybe`huvllzRc6cououezoutuoit76utc,undbeuzingiotezcs tut the same rate,inany
deouzn6`odou or Jeuornriaboos io any integral multiple of J5,000 as requested in writing by the
� registered d6 6 � ��uoBond to
appropriate ovvocz,us�Y���c,o�osm/�uo�o`us cczu�rouy �`upoo�ucz�u surrender �
the Paying Agcot/Do /otzuzoticoT)cxiguxtod }/uyzoont()BIce6»rcxucm8utiu4uDioxccurdxuce with the
form and procedures set forth in the Ordinance. Among other requirements for such assignment and
transfer, this Bond must be presented and surrendered to the Paying Agent/Re /n��uz, together with
propez6aytoacoentsoF assignment io form and with guarantee o[signatures so6mFuctorYtodhcPxy
Agent/Registrar, evidencing assignment of ths Bond or any portion or portions hereof in any integral
multiple of$5,OUOto the uss/ cenzasu/ eeaiu`�hoaeox�/eozoococu ��oBoudmzuoysuc6poz6wu
oz portions hereof is or are to be transferred and registered. The form of Assignment priotod or
endorsed nn this Bond may be executed bYdbc registered on/oer to evidence the assignment brzco[bot
such method is not csclooivc' and other instruments of uoyif7nincut satisfactory to the Paying
Agent/ h used d t6 �of Bond z6 portions hereof
�cut, c#zs/zuznnuy oonc o��' *�c� oo�uz�nu�o o x ou uzuoy�o portion
irouz time to time by the registered owner. -The one requesting such exchange shall pay die Paying
Agent/Registrar's reasonable standard uzcustomary fees and charges for exc6au i g any Bond oz
portion thereof. The foregoing notwithstanding, in the case of the exchange of a portion of a Bond
rr6ichbus been zedeecoed prior tnuuau/ / , usyzovideJ6ozoio, 00d iu the case of die exchange o{uo
4'3
assigned and transferred Bond oo Bonds oz any portion ozportions thereof,such fees and charges of the
Paying Agent/Registrar will be paid by the Issuer. 7u any cLircuroxtuucc' any taxes or govczozncotol
charges required to be paid with respect thereto shall be paid by the one requesting such assignment,
tzoos5cz, or exchange no u condition precedent to the exczcjuc of such privilege. In any circumstance,
neither the Issuer nor the Paying Agent/Rqllstrar s6aUberoquizcd /1\ t0000keuoyouuuferuzexcbuuge
during b �oo�� � d6 u�' fbusiness 30 d b 6o d, d f die first U��* f
� xc�u� � a copcouz� o days before c day c s ouu_-�ou a
notice ofrcdcuz 6000{600dsuodaucizrutdzecloseofbooiocssuudzedayofunchcouiUug, ozC8to
transfer or exchange any Bonds so selected for redeiription when Such redemption is scheduled to occur
within SO calendar days.
WHENEVER the beneficial ownership of this Bond is dctczuuioed by book entry at
securities depository[occ6cBoods` dzefozcgouzXze ' coieomof6oldiov,de6ve6ogoutzous{ecring dr�s
Bond shall. be cuodified to require the appropriate person or entity to cncct the requirements of the
securities depository as toze /ntedngoz transferring the book entry to produce the same effect.
IN THE EVENT any paying/\geot/lle lsLrar for the Bonds is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted iu the Ordinance that iL promptly will
appoint competent and legally qualified substitute dzczcfoz, and promptly will cause written uodzc
thereof to be u`uUed to che ze otcced owners o{the Bonds.
ITIS HERE BY CERTIFIED AND RECITED that the issuance of th-is Bond,and the series of
which it is u part, is duJy auUzollizcdby Lou,-, c6ut the bonds issued for the permanent 'improvements
6czcto6ozc described were approved by uvote of the zeaidcot, qualified electors of the [iry of Fort
Woz6z` Texas,voting at elections 6c\d for that purpose ,nidzin said City on February 7, 2004 and May
10,20O8;that all acts,cooc6600s and 8ii-rign required/obe done precedent tuuoJio the issuance ofthis
series of bonds, and of this Bond, have been properly done and performed and have 6uppcuzd 'in
z«guluzuuddoebzoe, fozoouudooa*nezuszeguircd6rlmr-, dzuton£Ocicotamdpcopczpzovisioofo/ d6u
]enyuodcmllec600mftaxcs6usbccucnude,wbick,p/6cocuUcctcd, shuU6cuppzop�6oted exclusively to
the payment^f this Bond and the series ofwhich itisopuz/,and that the total indebtedness of said City
of Fort Worth, Trsuo, ioclncUug the eo6zc series of bonds of`v6ich this is one, Joco not exceed any
cons tihu600ul, sLaoncozyoz charter limitation.
BY BECOMING the registered owner oftl-�s Bond, ikc registered nvvoezdzeocbyuckoun/|e6gcs
all of d6 c terms uo d pro vjai oonn fthe Ordinance, x��c�s to be bound by such terms and �zo� m
nus,
acknowledges that the Ordinance is duly recorded and ovoih6& fozillapec600 io the official minutes
and records of the governing body of the Issuer, and a�zccathat the terms and provisions ofdJoI\ood
oud dzc {)zdinmocc constitute u contract between each registered owner hereof and the Issuer.
A4
IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile signature of
the Mayor, attested with the manual or facsimile signature of the City Secretary, and approved as to
form and legality with the manual or facsimile signature of the City Attorney,and the official seal of the
Issuer has been duty affixed to, or impressed, or placed in facsimile, on this Bond.
CITY OF FORT WORTH,TE X AS
Mayor, City of Fort Worth, Texas
AT--f'Es,r:
............
City Secretary, City of Fort Worth,Texas
APPROVED AS TO FORM AND LEGALITY:
(SEAL)
City Attorney, City of Fort Worth, Texas
A-5
F'QRM___OF PAYINCJ AGENT1l?FCrTSTR R'$—.A,l,'[f-Il ,N'I=TC,/NTION C 1.?RTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the proceechngs
adopted by the Issuer as described uu the text of this Bond; and that this Bond has been issued in
conversion of and exchange for or replacement of a bond,bonds,or a portion of a bond or bonds of an
issue wtuch originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated: BOKF, NA, D/B/A BAND OF TEXAS, N.A.,
Paying Agent/Registrar
By-
Authorized Representative
A-6
FORM OF_ASSIGNMF.,Q'T
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Seci�.
arity 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 reg ster the transfer of tae within Bond on the
books kept for registration thereof, with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by NOTICE: The signature above must
a member fi-rm of the New York Stock correspond with the name of the Registered
Exchange or a commercial bank or trust Owner as it appears upon the front of this
company. Bond in every particular, without alteration or
enlargement or any change whatsoever.
A-7
*FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO
T>IE CEWHFWA"TES T TON INITIAL DI UVE?RY"THEREOF
OFFICE OF COMPTROLLER
REGISTER NO.
STATE OF TE,"S
I hereby certify that this Bond has been examined, certified as to vah.dity, and approved by the
Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of
Public.ACCOUTIts of the State of Texas.
WI"I`NESS MY HAND and seal of office at Austin, Texas
Comptroller of Public Accour.7ts of the
State of"Texas
(SEAL)
A-8
Exhibit
I)ESCRIlT]ON0F ANNUAL FINANCIAL INFORMATION
The iufozunutiouio zeFcurd to ioSecboo lS of this ()zcizuocc.
Annual Financial Statements and Operating Data
The financial io600ma6ou and operating d tu /dz respect to the /cy oobepznv/J d annually
uo
accordance with such Section are usspecified below:
The City has agreed to update annually Eooucialiu formation and oyrzxtiogdat-a with respect to
the City of the general, type included bo the official utucccoeut for the Bonds as set forth io tables 1
thLougb 6,inclusive, and 8duouob 15,inclusive, cnutuLucdio such official statement,and Appendix U
mo such official statement, "Excerpts from the Annual Financial Report nf the City of Fort Worth,
Texas". The above-described Oooucim] Iu6ozzuaoou and operating data with respect to the City is
hereby 'incorporated by reference, and 11i Section 13 of this Ordinance the City has agreed to annuaUy
update such financial information and operating data in accordance with Rule 15c2-12,promulgated by
c6 TJoi��d �tu�cs 3ccnzibcs and Exchange Cozuznissioo
� .
Accounting Principles
The accounting p uzo les zeGezrcJ toiuSection 13 of this Ordinance arc the accountniAg
principles 6cschbcd in the notes to the uz�zcuJ 6ouociu| report referred to above.
'
D-1
THE STATE (}FTEXAS �
COUNT IFS 0FTARRANT` DBNIDN` WISE, PARKER AND JOHNSON �
CITY OF FORT WORTH �
I`Mary Kayser,City Secretary of the City of Fort Worth,iuthe State o[][exua'do hereby certify
that I have compared the attached and foregoin2 excerpt from the minutes of the ce 9u]uz,open,public
ozecdug of the City Council of the City of Fort Worth, Icxoy held on August 20, 2013` and the
(}rdinuoceAucboriziogd6cIsauuoceo[(}eoezu\ PorposeTlefuudioguudInopcorcouentBoudu, Sories
2013' m6ic6 was duly passed at said cucodug, and that said copy is u tr-ue and correct copy of said
excerpt and the whole of said ordinance.
In testimony whereof,I have set rny hand and have hereunto affixed the seal of said City of Fort
Vozdb. �i-is20ch day o fAugust, 2013.
6ty �ecre'ta o' the
City of FortVorth,Texas
/SB�D
`- '