HomeMy WebLinkAboutOrdinance 20878-08-2013 THE STATE OF TEXAS
COUNTIES OF TARRANT,DENTON, PARKER, 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 Espijno,
W.B. "Zinn" Zimmerman (Absent)
Danny Scarth,
Gyna Bivens,
fungus Jordan, Councilmembers,
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:
Councilm,ember Scarth introduced an ordinance and moved its passage. The motion was
seconded by Councilmember Burns. The ordinance was read by the City Secretary. The motion,
carrying with it the passage of the ordinance prevailed by a vote of 8 YEAS, 0 NAYS. The
ordinance as passed.is as follows:
ORDINANCE NO. 20878-08-2013
BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS,
PROVIDING FOR THE ISSUANCE OF CITY OF FORT WORTH, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION,
TAXABLE SERIES 2013B, IN AN AGGREGATE PRINCIPAL AMOUNT
NOT TO EXCEED $13,000,000; PROVIDING FOR THE LEVY,
ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO PAY THE
.INTEREST ON SAID CERTIFICATES CATES OF OBLIGATION AND TO CREATE
A SINKING FUND FOR THE REDEMPTION THEREOF AT MATURITY;
PLEDGING CERTAIN REVENUES IN SUPPORT OF SAID
CERTIFICATES; AND ORDAINING OTHER MATTERS RELATING TO
THE SUBJECT
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORM' WORTH
WHEREAS, on the 16th day of July, 2013, the City Council of the City of Fort Worth (the
"City" or the "Issuer")passed an ordinance authorizing and directing notice of its intention to issue
the Certificates of Obligation herein authorized to be issued, to be published in a newspaper as
required by Section 271.049 of the Texas Local Government Code, in an amount not to exceed
$13,000,000; and
WHEREAS,the City caused said notice of intention to be published in the Fort Worth Star-
Telegram on July 20, 2013 and July 27, 2013; and
WHEREAS,no petition, signed by 5'1/0 of the qualified electors of the Issuer as permitted by
Section 271.049 of the Texas Local Government Code protesting the issuance of such Certificates of
Obligation, has been filed; and
WHEREAS, due to fluctuating conditions in the public debt markets, the City Council, in
adopting this Ordinance, is delegating the sale and delivery of the Certificates of Obligation
hereinafter authorized to the Pricing Officer,as defined herein,subject to the parameters set forth in
this Ordinance; and
WHEREAS, the Certificates of Obligation hereinafter authorized are to be issued and
delivered pursuant to Subchapter C of Chapter 271 of the Texas Local Government Code, and
Chapter 1.371 of the Texas Government Code;
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH,
TEXAS:
Section l. DEFINITIONS. That an used in this Ordinance, uu]cns a different meaning
dearly appears from the context, the capitalized terms set forth io this Ordinance shall have the
cncooing set forth below. Any reference in this Ordinance to "FORM OF CERTIFICATE" shall refer
to the form o[the Cedifioatesset forth in Exhibit Ato this Ordinance.
The term "A " s�a|] �uv�t��meaning sa��t�on Section u/oc,u�uouo,-«oy'cu�o �m�o �o -,-,
hereof.
The term ''/1n/horize//Denomination" shall mean $5,000 and any integral multiple 0f$5`000.
The term "Available Revenues"shall mean those revenues derived from an agreement entered
into by the City under authority of Sncd0o 22.0781, Texas Transportation Code, with respect to
certain revenues generated at I}/FVV International Airport.
The term "Business Day" shall mean a day that is not a Saturday, Sunday or legal holiday on
which ban-king l'oS t/t t ioos in th Sta1 tuo fT�x�s or cp York are authorized required 0r b l
av0z
executive order to remain closed or the New York Stock Exchange 0rI)T[ is closed.
The tconn"[er/ifico/ex"and "Certificates«f(7b/\,-u//on"shall mean and include collectively
the Initial Certificate and all substitute'Certificates ofObligation exchanged therefor, as well asa
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other substitute Certificates o fObligation and replacement Certificates o fObligation issued pursuant
hereto; and the tnzno "Certificate" shall mean any ofthe Certificates.
Theteoon "(,i/y" and ''{,xnor" shall mean the City o[Fort Worth, Texas.
The t000 "Code" shall outau the Internal Revenue Code of lgXh` as amended.
The term "Defeasance Securities" shall mean(i)direct,noricallable obligations of the United
States of America,including obligations that are unconditional ly guaranteed by the United States of
America,(11)noricall able obligations of an agency or instrumentality of the United States of Ainerica,
including obligations that are unconditionally guaranteed or insured by the agency or instrumentality,
and that, on the date of the yuzobuse t6cre0f, are rated as to inveS|noco1 quality by a nationally
recogruzed investment rating fino not less than }\A/\ or its equivalent, and (iii) uonoallablc
obligations 0fa state or uo agency oracounty,municipality,or other political subdivision ofastate
that have been refunded and that,0n the date the governing body 0f the Issuer adopts or approves the
proceedings authorizing the financial arrangements,are rated osto investment quality 6yanationally
recogruzed investment rating firm not less than AAA or its equivalent.
The term "0«feoscd Certificate" shall have the given m�mo� sm d toon in Section 20`-)
hereof.
The term "Designated Yruz/ Offiv*" Shul) bavctbcnotaoiog given said term io Section 0kA
hereof
The term "/)7C" shall have the meaning said term in Section 17 hereof.
The term "Eligible Investments" shall mean those investments in which the City is now or
hereafter authorized by law (including, but not limited to, Chapter 2256, Texas Government Code)
and its investment policy to purchase, sell and invest its funds and funds under its control.
The term "Fiscal Year" shall mean the regular fiscal year used by the City, which currently
runs from October 1 through September 30,or any twelve consecutive months period established by
the City.
The term"Interest and Redemption Fund" shall have the meaning given said term in Section
8 hereof.
The term "MAC' means the Municipal Advisory Council of Texas.
The term "MSRB" shall mean the Municipal Securities Rulemaking Board.
The term "Paying Agent/Registrar" shall have the meaning given said term in Section 6(a)
hereof.
The term "Pricing Officer" means the City Manager or any Assistant City Manager.
The term "Purchase Contract" means the purchase contract between the City and the
Underwriters, setting forth the terms and conditions in respect of the sale of the Certificates.
The term "Registered Owner" shall have the meaning given said term in Section 3 hereof.
The term"Registration Books" shall have the meaning given said term in Section 6(a)hereof.
The term "Representative" shall have the meaning given said term in the Purchase Contract.
The term "Rule" shall mean SEC Rule 15c2-12, as amended from time to time.
The term "SEC' shall mean the United States Securities and Exchange Commission.
The term "Series 2010 Certificates" shall mean the outstanding City of Fort Worth, Texas
Combination Tax and Revenue Certificates of Obligation, Series 2010.
The term "Underwriters" means the investment banking firms designated in the Purchase
Contract.
The term "WRMC" shall mean the Will Rogers Memorial Center.
Section 2. AUTHORIZATION OF CERTIFICATES OF OBLIGATION. That the
Issuer's Certificates of Obligation,to be designated the"City of Fort Worth,Texas Combination Tax
and Revenue Certificates of Obligation, Taxable Series 201313", are hereby authorized to be issued
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and delivered inthe principal amount not tVexceed$l3,000000`for the purpose nfproviding part of
the funds for paying contractual obligations t0 be incurred by the [n8ucr` to-wit: the design,
acquisition,construction, and equipping of improvements tO the Will Rogers Memorial Center 0fthe
City of Fort Worth as an addition to the Will Rogers Memorial Coo{cr ogues1zox and parking
system,including the development,design,construction,equipping,zcoova1iugmod improving ofthe
WRA4C, including specifically, but not by way of limitation, livestock/equestriarl/events facilities
and related infrastructure and utilities; the construction of one or more canopies and pavilions; the
purchase Of security systems, landscaping, c0niouoicuhoom systems and lighting, and costs related
thereto;public art enhancements;the funding of capitalized interest during construction and for upto
one yrcm after completion of construction-, and the payment of fiocuL engineering and }emJ fees
incurred in connection therewith.
Section 3. DELEGATION OF SALE OF ;P (a)
Maturitv of Certificates. That the Ccdjficaiem mbul bc sold as fully registered cedbficates` vvithout
interest coupons, numbered consecutively from R,l upward, payable to the respective initial
registered owners n[the Certificates, n/ k) the assignee 0r assignees 0fthe Certificates
(each a "Registered Owner"), in any Authorized Denomination, maturing riot later than March l,
203J,payable serially o,otherwise on the dates, iothe years and in the principal amounts,amddaLcd`
all as set forth iu the Purchase Contract.
[h) Delegation of Authority. It is in the best interests of the City for the Certificates to be
sold through a negotiated sale. The City Manager is hereby authorized to designate the senior
managing underwriter for the Certificates. The Certificates authorized bv this Ordinance are tobc
sold by the City to one or more of the Underwriters ioaccordance with the Purchase Contract, the
terms and conditions of which are to be dtteoniocd by the PfiCing (}fficer, in accordance with
Section 3hereof Each Pfioiug(}ffiocziu hereby authorized and directed to executed and deliver,and
carry out the terms and provisions of, the Purchase Contract for and on behalf of the City and as the
act and deed of the City Council. The Certificates shall hc sold to the Underwriters edthe price, and
subject to the tenris and conditions as set forth in the Purchase Contract,as determined by the Pricing
Officer pursuant 10 subsection(d)of this Section. Io the Purchase Contract,the Pricing Officer shall
deterniur` based upon advice provided by the City's financial advisors, that acceptance 0fthe
purchase price for the Certificates is in the hoxt interests of the City. The authority ofaPricing
(}fficcrto execute the Purchase Contract shall expire at 5:00 p.m. on Tuesday, December 31, 2013.
Any finding or determination coodc by a Pricing Officer relating to the iSSoaooe and oulc of the
Certificates and the execution Of the Purchase Contract shall have the same force and effect as
finding or d tern /na t'on made by the City Council.
(c) Pricing of Certificates. }u accordance with Chapter l37l, the City Council authorizes
each Pricing Officer to act on behalf of the City iom:|liugaoddcUveriugtboCotifioatts and carrying
oo1dztn1hcrproocdurem specified iutbis Ordinance,including deiennioiu8azdfiringthe date ofthe
Certificates,any additional oz different designation or title hy which the[cddfiootcoshall beknown,
the aggregate principal amount of the Certificates sold,the date of delivery of the Certificates sold,
the price at which the Certificates will be sold, the years io which the Certificates will oou1nro, the
principal amount of Certificates to rouiuoc in each of such years, the rate Or rates of interest 1n be
bOcoc by each maturity,the interest payment periods, the dates,prIue` and terms upon and at which
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the Certificates shall be subject to redemption prior to maturity at the option of the City, as well as
any mandatory sinking fund redemption provisions, and all other matters relating to the issuance,
sale, and delivery of the Certificates, including, without limitation, obtaining a municipal bond
insurance policy in support of the Certificates, all of which shall be specified in the Purchase
Contract; provided,that(1)the price to be paid for the Certificates shall not be less than 95% of the
aggregate original principal amount of the Certificates,plus accrued interest, if any,from the date of
their delivery, (11)no maturity of the Certificates shall bear interest at a rate greater than 5.50%per
annum, and (111) the Certificates shall have a rating issued by a nationally-recognized municipal
ratings organization no lower than A or its equivalent. The Certificates of each maturity shall bear
interest calculated on the basis of a 360-day year composed of twelve 30-day months from the dates
specified in the FORM OF CERTIFICATE attached as Exhibit A to this Ordinance, to their
respective dates of maturity at the rates set forth in the Purchase Contract. Interest on the Certificates
shall be payable on.the dates set forth in the Purchase Contract,until the maturity or prior redemption.
of the Certificates. Any finding or determination of the Pricing Officer relating to the issuance and
sale of the Certificates and the execution of the Purchase Contract in connection therewith shall have
the same force and effect as if such determination had been made by the City Council.
(d) General. The City Council authorizes the City Manager,the Assistant City Managers and
the person acting in the capacity as Chief Financial Officer of the City to provide for and oversee the
preparation of a preliminary and final official statement in connection with the issuance of the
Certificates, and to approve the preliminary and final official statement and deem the preliminary
official statement final, and to provide it to the Underwriters, in compliance with the Rule. The
Mayor and the City Secretary of the City are further authorized and directed to execute and deliver
for and on behalf of the City copies of a Preliminary Official Statement and final Official Statement,
prepared in connection with the offering of the Certificates by the Underwriters,in final form as may
be required by the Underwriters. The final Official Statement in the form and content approved by a
Pricing Officer or as manually y executed by the Mayor and the City Secretary shall be deemed to be
approved by the City Council and constitute the Official Statement authorized for distribution and
use by the Underwriters. The City Council authorizes the payment of the fee of the Office of the
Attorney General of the State of Texas for the examination of the proceedings relating to the
issuance of the Certificates, in the amount determined in accordance with the provisions of Section
1202.004, Texas Government Code. Proceeds from the sale of the Certificates shall be used in the
manner described in a letter of instructions executed by or on behalf of the City, provided, that
proceeds representing accrued interest on the Certificates, if any, shall be deposited to the credit of
the Interest and Redemption Fund and proceeds representing premium received in connection with
the sale of the Certificates shall be used in a manner consistent with the provisions of Section
1,201.042(d), Texas Government Code, provided, that the principal amount of the Certificates plus
any premium received that is expended on the projects described in Section 2 of this Ordinance shall
not exceed $13,000,000.
Section 4. REDEMPTION. That the Certificates may be subject to optional, and/or
mandatory redemption prior to their scheduled maturities, to the extent provided in the Purchase
Contract.Notice of redemption shall be given to Registered Owners of the Certificates In the manner
provided in the FORM OF CERTIFICATE. If due provision for the payment of the redemption price
for Certificates subject to redemption is made,the Certificates,or the portions thereof,which are to
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be so redeemed, dzcrehv ou1oroutica||v shall be redeemed prior to their scheduled maturities, and
shall riot 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 du1c fixed for redemption from the Paying Agent/Registrar out ofthe funds provided
for such payment. The Paying Agent./Registrar sbu|| record in the Registration Books all such
redemptions of principal of the Certificates, or any portion. thereof. If portion of any Certificate
shall bcredtcuoed, a substitute Certificate or Certificates having ihc same maturity date, bearing
interest utthe same rate, in any Authorized [)connuioatioo, ut the written rngooatofthcT(egistezod
Owner,and/nmou�8rn8�1 e principal amount equal to the unredeemed portion 1b trnof, /U be issued
to the Registered Owner upon the surrender thereof for cancellation,at the expense of the Issuer, all
as provided iu this Ordinance.
Section 5. INTEREST. That the interest on the Certificates shall be calculated on the basis
ofu360-dmy year consisting of twelve 30-day months, and shall bc payable to the Registered Owner
of any such Codifioutt in the manner provided and on the dates stated in the FORM OF
CERTIFICATE.
Section 6. CHARACTERISTICS OF THE CERTIFICATES. (u) Registration and
I}onsftr. That the City shall keep or cause to be kept at the designated corporate trust office of
B{}KP,NA, d/b/a Bank of Texas,N.A., or such other bank, trust company, financial institution, or
other agency uou}od in accordance with the provisions of subsection (g) be|wvv (the ''poyiog
Agent/Registrar") books or records for the registration and transfer of the Certificates (the "Regis-
tration, Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and
transfer agent to keep such books 0r records arid make such transfers and registrations under such
reasonable regulations as the Issuer and the Paying 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 initial.registered owners thereof,0z from the registered
assignee ur assignees of the Ccr1ifioutesor any portion thereof(in each case,the"Registered()vvoer")
and record in the Registration Books the address of the T\o8i8ttrod Owner ofeach Certificate to
which payments with respect to the Certificates shall be mailed,as herein provided. Tbc Issuer orits
designee shall have the right t inspect th Registration B oks during regular business hours of th
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Paying Agent/Registrar at its Designated Trust Office,but otherwise the Paying Agent/Registrar shall
keep the Registration Books confidential and,uu]eSs otherwise required by law,aball not permit their
inspection by any other entity. Registration of each Certificate may be transferred io the Registration
Books only upon presentation and surrender thereof to the Paying Agent/Registrar at its Designated
Trust Office for transfer of registration and cancellation,together with proper written instruments of
nmoigoznoot` in fnoo and with guarantee of signatures satisfactory to the PeyiugAgcoURcgisbaz,
evidencing the assignment of such [cdiflcotn` or any portion thereof in any Authorized
Denomination, 10 the assignee nr assignees thereof, and the right of such assignee or assignees to
have such Certificate or any such portion thereof registered in the name of such asyiOocc or
assignees. 'Upon the oSoi0rumeot and transfer of any Certificate or any portion {bcreof, uocvv
substitute Certificate or Certificates sbu\} be issued in exchange therefor in the manner herein
provided. As0f the date this Ordinance is approved by the City,the"Designated Trust Office" ofthe
Paying Agent/Registrar im the Austin, Texas corporate trust n[fioe of Bank ofTexas.
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(h) Books. The entity io whose name any Cndifioateshall beregis-
tered in the Registration Books at any tcoc shall be bou1cd as the absolute owner thereof for all
purposes nf this Ordinance, whether Oz not such Cortifioa1eshall he overdue, and the Issuer and the
Paying Agent/Registrar shall not be affected by any notice to the contrary; and payment 0f or on
account of,the principal of pnoroiurn, if any,and interest 0n any such Certificate shall he made only
to such Registered ()vvuer All such payments shalt he valid and effectual to satisfy and discharge
the liability upon such Certificate to the extent of the sum or sums so paid.
/c\Paying Age nt. The Issuer hereby further appoints the Paying Agent/Registrar to act aothe
paying agent for paying the principal of and interest on the [ndifioutes` and to act as its ugno1 10
exchange or replace Certificates,all as provided in tl-Lis 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 Certificates, and of all exchanges thernof, and all replacements 1hernnf, as provided in th_io
()m]io400e.
(d) Exchange of Certificates. Each Certificate may be exchanged for fully registered
certi ficates in the manner set forth herein. Each Certificate issued and delivered pursuant 1nthis
Ordinance may,upon surrender thereof o1 the Designated Trust Off ice O{the Paying/\¬/Regiobar,
together with n -written request therefor duly executed by the Registered Owner or the assignee or
a88i8occs 1hern0f, or its or their duly authorized attorneys Or representatives, with guarantee of
signatures satisfactory to the Paying Agent/Registrar,at the option of the Registered Owner or such
assignee Oz assignees,oo appropriate,beexchanged for fully registered Ccrtifioaies`without interest
Coupons,in the form prescribed in the FORM OF CERTIFICATE, in any Authorized Denomination
(subject LV the requirement hereinafter stated that each substitute Cedifioo1eshall have a single stated
maturity date),as requested in writing hy such Registered Owner or such assignee uz assignees,inuo
aggregate principal amount equal tothe pziooipa| aoz0oot0fanyCedifioa1c0zCedificu100000ur-
reudorcd, uudpayubie&othouppzopriutrIlegistcced {}voner` assigore`0rassipocs, asthcousecouy
be. If any Certificate or portion thereof is assigned and transferred, each Certificate issued in
exchange therefor nho}|have the same principal maturity date and bear interest ntthe same rate usthe
Certificate for which z t is being exchanged. Each su hx1/1ot c Certificate shall bear a letter and/or
number 1Odistinguish ii from each other Certificate. The Paying A.gont/Rcgistrar shall exchange or
replace Co,tifiooton as provided herein,and each fully registered Certificate orCertificates delivered
in exchange for or replacement of any Certificate or portion thereof as permitted or required by any
provision 0f this Ordinance shall constitute one of the Certificates for a]I purposes of this Ordinance,
and may again bo exchanged Orreplaced. [tiospncifioo}}y provided, however, that any Certificate
delivered ioexchange for or replacement of another Certificate prior to the first scheduled interest
payment date on the Certificates (as stated on the face thereof) shall be dated the same date as such
Certificate, but each substitute Cedifioo1n so delivered onorafter such first scheduled interest
payment date Sba|} be dated as of the interest payment date preceding the dn1c on which such
substitute Certificate is delivered, uo|eoo such substitute [ndifica1c is delivered on an interest
payment date,io which case i|shall be dated usnf such date ofdelivery;provided,however,that ifm1
the time of delivery 0fany substitute Certificate the interest oothe Certificate for which itiabeing
exchanged has not been paid, then such substitute Certificate shall be dated os0f the date 10which
such interest has been paid iofull. ()o each substitute Certificate issued iu exchange for 0z replace-
ment of any Certificate OrCcdifioatc3 issued under this Ordinance there shall ho printed thereon m
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Paying s Authentication Certificate, Ili the form hereinafter set forth in the FORM
()F CERTIFICATE (the "Authentication Codifiou1e"). /\n authorized representative ufthe Paying
Agent/Registrar slio||` before the delivery of any such substitute Certificate, date such substitute
Certificate io the mariner set forth above,and manually sign and date the Authentication Cortifioott,
and no such substitute Cndifiooic shall be deemed to be issued or outstanding tb
/o� unless c
Authentication Certificate is yo executed. The Payiog /\gcot/Regiabar promptly shall uuocal all
Certificates o{OTeDden:d for exchange or replacement. No additional ordinances, orders, or
resolutions need be passed or adopted by the City Council or any other body or person So as to
uccoonp]ishthe foregoing exchange 0r replacement 0f any Cc/tifioa|uoo/ portion thereof, and the
Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute
Certificates io the manner prescribed herein. Pursuant to Chapter l2U6` Texas Government Code,
the duty of exchange or replacement ofany Certificates as aforesaid is hereby imposed upon the
Paying Agent/Registrar,and,upon the execution of the Authentication Certificate,the exchanged or
replaced Certificate shall be valid` incontestable, and enforceable in the same cusomec and with the
same effect as the Certificates which ori gioally were delivered pursuant to this 0rdiuuooc,approved
by the Attorney General, and registered by the Comptroller of Public Accounts. The Initial
Certificate,to the extent of the unpaid orunredeemed principal balance thoceufnnaybcasSignedaud
transferred by the initial Registered Owner thereof 000c only, and to one or more assignees
designated iowriting by the initial Registered Owner thereof. If the Initial Certificate or any portion
thereof is assigned and transferred nrcoovc rt d the Initial Certificate uu ut be surrendered 10 the
Paying Agent/Registrar for cancellation, and each Certificate of Obligation issued in exchange for
any portion of the Initial Certificate shall have a single stated principal muturity date �ds�}��
payable iuio3�l1o�ooto; and each such[er�f�oate0f{}h\igatiO4shall have principal co i date
corresponding to the due (late of the installment of principal mrpordoutbereuffbz p/hiok the
substitute Certificate Vf Obligation i8 being exchanged;andcachsnchCcrtfioattofObligation shall
bear interest at the single rate applicable to and home by such installment o{principal or portion
thereof for which it z S being cx ch_noeJ. T[only apo rtion of the Initial Ccdifioatcz Bassigned and
|zooafencd, there shall be delivered to arid registered Ili the name ofthe initial Registered Owner
substitute C rt fi i eoo fObligation in exo b uug�for the unassigned balance n ftb Initial [ r1z fi oto
zo the same manner as/f the initial Registered Owner vcr cLh assignee thereof. If any Certificate o f
Obligation or portion thereof other than the Initial Certificate is assigned and transferred or converted
each Cer-tificate of Obligation issued in exchange therefor shall have the same principal maturity date
and bear interest at the same rate as the Certificate of Obligation for which it is exchanged. /\ form
0f assignment shall be printed or endorsed on each Certificate 0f Obligation, excepting the Initial
Certificate, which Shull be executed by the Registered Owner or its duly authorized attorney or
representative to evidence au assignment thereof
(c)General Characteristics. All Certificates issued io exchange or replacement of any other
Ccdificcdc or portion 1hurrof, (1) 8ha\l be issued io fully registered form, without interest coupons,
with the principal of and interest on such Certificates to be payable only to the Registered Owners
thmreof, /ii\ may be rcdccrocd prior to their scheduled maturities, (Ili) may be transferred and
assigned,(Iv)may be exchanged for other Certificates,(v) shall have the characteristics,(vi)shall be
signed arid scaled, and (vii) the principal. ofand interest oil the Certificates shall be payable, all as
provided, and in the zuazuzcr required or indicated, in the FORM OF CERTIFICATE.
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(f) Fee . The Issuer shall pay the Paying trar's reasonable and customary fees
and charges for making transfers of Certificates, but the Registered Owner of any Certificates
requesting such transfer shall pay any taxes or other governmental charges required to bc paid with
respect thereto. The Registered Owner ofany Certificates requesting any exchange shall pay the
Paying Agent/Registrar's reasonable and standard or customary fees and chargesfor exchanging any
such Certificate or portion thereof, together with any taxes or govenunental charges required to be
paid with respect thereto, all as a condition precedent to the exercise of such privilege ofexchange,
except, however, that in the case of the exchange of an easi8ucd and transfer-red Certificate or
Certificates or any portion or portions thereof in any Authorized Denomination, as provided in this
Ordinance,such fees and charges will be paid by the Issuer. |o addition,the Issuer hereby covenants
with the Registered ()p/oers of the Certificates that it will (1) pay the rousuuobln and standard or
customary fees and charges ofthe Paying Agent/Registrar for its services with respect to the payment
of the principal of and interest on Certificates, when due, and (1i) pay the fees and charges of the
Paying Agent/Registrar for services with respect to the transfer or registration of Certificates solely
10 the extent above provided, and with respect to the exchange of Certificates solely to the extent
above provided.
(g)Succezvor^Puy/n,-'4genL/l?egis/rur. The Issuer covenants with the Registered Owners 0f
the Certificates that at all times while the Certificates are outstanding the Issuer will provide a
competent and legally qualified bank,trust company, finauoia) institution,0r other agency to act os
and perform the services 0f Paying /\geot/RcgiubarforthnCedi|Ioa1cuuodcrthis {)rdiuouoc, und
that the Paying /\goot/BegiStra,wi|} be one enbty. The Issuer reserves the right to,arid may, at its
option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying
Agent/Registrar. [n the event that the entity a1 anytime aobn�aS9ayio�/���ot0{��isbno(or its soo-
cn3soc by merger, acquisition, or other rnc1hod\ should resign or otherwise cease t0 act as such,the
Issuer covenants that promptly i1 will appoint a000nyetcoi and legally qualified national or state
banking institution which shall bea corporation organized and doing business under the laws ofthe
United States of Airierica or of any state,authorized under such laws to exercise trust powers,subject
to supervision or examination by federal or state authority,and whose qualifications substantially are
similar to the previous Paying Agent/Registrar 10 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 aoopy thereof), along with all other
pertinent books and records relating to the Certificates,to the new Paying Agent/Rcgiotoardtoigoottd
and appointed by the Issuer. Upon any change in the Paying Agon1/Ilcgio1ruz, the Issuer promptly
will cause a written notice thereof tobc sent hy the new Paying Agent/Registrar to each Registered
Owner of the Certificates,byUnited States mail,firot-c}uSS,postage prepaid,which notice also shall
give the address of the new Paying Agent/Registrar. T\y accepting the position and performing as
such, each Paying Agent/(ogio1ruz shall be deemed 10 have agreed 10 the provisions o[ t1lis
Ordinance,and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(h) Redemption 2&7t/cn. Each rodcoopti8o notice, whether required in the FORM OF
CERTIFICATE or otherwise by this Ordinance, shall contain a description of the Certificates to be
redeemed including the complete name 0fthe Certificates,the series, the date 0fissue, the interest
rate, the maturity date, the CT]SIP number, the aozouo10 called of each Certificate, the publication
and mailing date for the notice,the date ofredemption, the redemption price,the name of the Paying
Agent/Registrar oboruu�1��a��rcoSed`v�icb���C�dd�catoo�ayb�r�d��o�cdinolud ut�o�
e~^^~^`^s` /���oo person
and telephone number. Al] redemption payments made by the Paying i3trar N the
Registered Owners of the Certificates shall include aC[JSTP number relating t0 each aouOout paid tO
such Registered Owner.
(i) Reporting Requirements. With respect k) the Certificates, 10 the extent required by the
Code and the regulations promulgated thereunder, the Paying Agent/Registrar shall report 1othe
Registered Owners and the Internal Revenue Service(1)the amount of"reportable pa}oncnta""ifany,
subject to backup withholding during each year and the amount of tax witl-dield,if any, with respect
to payments 0fthe Certificates, and (ii) the amount of interest or amount treated uS interest onthe
Certificates and required 10 he included in the gross income of the T{rgiS1czod Owner thereof.
Section 7. FORM K}]P CERTIFICATES. That the fbnnof the Certificates, including the
f6on of the /\u1beodoatioo Certificate` the form ofAosignuneut and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the
Certificates initially issued and delivered pursuant 10 this Ordinance, respectively, shall he in
substantially the form as set forth in Exhibit A attached hereto, with such appropriate variations,
0oulSSi0oa, or insertions as are permitted or required by this Ordinance. The printer of the
Certificates io hereby authorized to print oo the CodifiooteS6\ the form Df bond counsel's opinion
relating to the Certificates, and (11) ao appropriate statement of insurance furnished b«amunicipal
bond insurance company providing municipal bond insurance, if any,covering all oz any part nfthe
Certificates.
Section 8. INTER-EST AND REDEMPTION FUND. That a special fund oz account,1obe
designated the"City of Fort Worth,Texas Combination Tax and Revenue Certificates ofObligation
Taxable Series 2013B Interest and Redemption Fund" (the "Interest and Redemption Fund") is
hereby created and shall bo established and maintained kv the Issuer. The Interest and Redemption
Fund shall be kept separate and apart from all other ftinds and accounts of the Issuer, and shall be
used only for paying the interest oo and principal 0f the Certificates. All ad valorem taxes levied and
collected for and oo account of the Certificates shall be deposited, on collected, 10 the credit ofthe
Interest and Redemption Fund. I)udog each year while any of the Certificates are outstanding and
uopaid` 1�� �ov�roin�bodyof1beIssorrohu\\ 000npo1oandamccduinthcratoaodazuouotofadva-
l or�n ta x" based on the latest approved tax rolls Of the Issuer, with full. allowances' being mad for
tax delinquencies and thecootof1oxoolleoti000, which will bo sufficient 10 raise and produce the
money required to pay the interest on the Certificates as such interest comes doe" and to provide
aiuking/bnd1opaythepriooiValofthoCodifioutusuoSucbpriocipalrnaturoo,botoovcrlcoo1bau2Y4
of the original amount ofthe Certificates as m sinking fund each year. Said rate and amount ofad
va]ozcnz tax is hereby ordered to be levied against all taxable property in the Issuer for each year
while any ofthe Certificates are 0uiS18Rdiug and unpaid, and said md valorem tax shall be assessed
and collected each such year and deposited 10 the credit of the Interest and Redemption Fund. Said
ad valorem taxes necessary to pay the interest on and principal of the Certificates, as such interest
comes doe and such principal roaburc8` are hereby pledged for such payoerd, within the limit
prescribed b |av � If proceeds from the sale ofthe rtificates representing accrued interest shall be
on deposit in the Interest and Redemption Fund in advance of the time when advalorem taxes are
scheduled to be levied for any year, then the amount of taxes which other-wise would have been
required to be levied may be reduced to the extent and by the amount of the accrued interest then on
deposit in the Interest and Redemption Fund.
Section 9. REVENUES. That the Certificates of Obligation are additionally secured by and
shall be payable from the Available Revenues. The Available Revenues are pledged by the City
pursuant to authority of Section 22.0781, Texas Transportation Code; such pledge, however, is
subordinate to the pledge of Available Revenues securing the Series 2010 Certificates. After making
such deposits of Available Revenues to the interest and redemption fund securing the Series 2010
Certificates, the City shall promptly deposit Available Revenues to the credit of the 'Interest and
Redemption Fund created pursuant to Section 8,to pay the principal and interest on the Certificates
of Obligation. Notwithstanding the requirements of Section 8, if Available Revenues, and other
revenues derived by the City from the operation of the WRMC,are actually on deposit or budgeted
for deposit in the Interest and Redemption Fund in advance of the time when ad valorem taxes are
scheduled to be levied for any year, then the amount of taxes which otherwise would have been
required to be levied pursuant to Section 8 may be reduced to the extent and by the amount of the
Available Revenues then on deposit in the Interest and Redemption Fund or budgeted for deposit
therein. The City anticipates that the Available Revenues shall be sufficient to meet the annual.debt
service requirements of the Certificates and intends to use Available Revenues to pay such debt
service.
Section 10. TRANSFER. That the Issuer shall do any and all things necessary to
accomplish the transfer of moneys to the Interest and Redemption Fund of this issue in ample time to
pay such items of principal and interest due on the Certificates as shall become due and mat-Lire on
any interest payment date, at maturity or by redemption prior to maturity. The Paying
Agent/Registrar shall destroy all paid Certificates and furnish the City with an appropriate certificate
of cancellation or destruction.
Section 11. SECURITY FOR FUNDS; INVESTMENTS. (a) Security; Application of
Chapter 1208, Government Code. That the Funds and Accounts created by this Ordinance shall be
secured in the manner and to the fullest extent permitted or required by law for the security of public
funds. The Interest and Redemption Fund shall be used only for the purposes and in the mariner
permitted or required by this Ordinance. Chapter 1208, Texas Government Code, applies to the
issuance of the Certificates and the pledge of ad valorem taxes and the Surplus Revenues granted by
the City under Sections 8 and 9, and such pledge is therefore valid,effective,and perfected. If Texas
law is amended at any time while the Certificates are outstanding and unpaid such that the pledge of
the ad valorem taxes and Surplus Revenues granted by the City is to be subject to the filing
requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the
Registered Owners of the Certificates the perfection of the security interest in said pledge,the City
agrees to take such measures as it determines are reasonable and necessary under Texas law to
comply with the applicable provisions of Chapter 9,Texas Business&Commerce Code and enable a
filing to perfect the security interest in said pledge to occur.
(b)Investments. That money in any;Fund or Account established by this Ordinance may,at
the option of the City, be invested in Eligible Investments; provided that all such deposits and
investments shall.have a par value(or market value when less than par)exclusive of accrued interest
tt
at all times atleast equal to the amount of money credited to such Funds or Accounts, and shall be
made io such ooanzer that the money required tobe expended from any Fund or Account will be
available at the proper time or times;and provided, further,that the investment of such moneys shall
bc governed by and consistent with the City's investment policy. Such investments shall bt valued io
terms of current market value as of the last day of each Fiscal Year,except that direct obligations of
the United States (State and Local {]0vtrun/co1 Series) in book-entry foroz shall be continuously
valued at their par or face principal amount. Such ioyestcuco1s shall he sold promptly when
necessary tu prevent any default io connection with any Certificates.
Scotl0u 1.2. DAMAGED, MUTILATED, LOST' STOLEN, OR DESTROYED
CERTIFICATES. /»\ Replacement Cer/fico/es. That inthe event any outstanding C*difiou1e is
damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause tobe printed,
executed,and delivered, o new Ccdifiratcofthe same principal amount,maturity,and interest rate,
as the damaged,mutilated, lost, stolen, or destroyed Certificate,in replacement for such Certificate
io the c0000nr hereinafter provided.
/b\ Ann//ro//on/orKeplocemcu/[er/dYco/uz. That application for replacement ofdamaged,
mutilated, lost, stolen,or destroyed Certificates shall be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case ofloss, 1bcfi, or destruction ofa Certificate, the Tltgia1crcd
Owner applying for o cep|uctcucot Certificate shall furnish 10 the ISnucz and to the Paying
Agent/Registrar such occozin/ or indemnity as may he required by them to save each ofthem
burno|con from any loss or damage with respect thereto. Also, in every case of loss, theft, or
destruction of Certificate, the Registered L)vvUrr nhn]] famish t0 the Issuer and t0 the Paying
Agent/Registrar evidence to their satisfaction of the loss,theft,or destruction of such Certificate,as
the case may be. Io every case of damage or mutilation ofu Certificate,the Registered Owner shall
surrender 10 the Paying Agent/Registrar for cancellation the Coctifioatcso damaged *rmutilated.
(o) /Vo Default Occurred. That notwithstanding the foregoing provisions of this Section, in
the event any Such Certificate shall have matured, and on dcfanl1bao occurred which is then
continuing in the poyDOoot of the principal 0f redemption premium, if any, or interest on the
Certificate,the Issuer may authorize the payment of the same(without surrender thereof except in the
case nfu damaged or mutilated Cedifioo1e) instead of issuing a replacement Certifioatc, provided
security or indemnity is furnished uSabove provided in this Section.
(d) Charge for Issuing Replacement Certificates. That prior to the issuance of any
rcp]aoeoocn1 Codiflou1t, the Paying Agent/Registrar shall charge the Registered ()Yvnoz of such
Certificate with all legal, printing, and other expenses incoonco(iOotherewith. Every replacement
Certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate is
lost,stolen, or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost,
stolen,or destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall be
entitled to all the benefits ofthis Ordinance equally and proportionately with any and all other
Cortifiuu1emduly issued under this Ordinance.
(t) '4u/h"r/ryybr Issuing/Yep/occnnont [ar/ifico/os. That in accordance with Chapter lZ0b,
Texas Government Code,this Section ofthis Ordinance shall constitute authority for the issuance of
any such replacement Certificate without necessity of further action by the Issuer or any other body
0r person, and the duty of the rcplaoernord0fSuch Certificates io hereby authorized and imposed
upon the Paying Agent/Registrar, aodthe Paying Agent/Registrar shall authenticate and deliver such
Certificates in the form and manner and with the effect,as provided in Section 6(a)of tills Ordinance
for Certificates issued iu conversion and exchange of other Certificates.
Section l]. DrlOD]ORAL INCOME TAX MATTERS. That the City does not intend t0
issue the Certificates oo obligations described in section 103 of the Code.
Section 14. CONTINUING DISCLOSURE OBLIGATION (u) Annuo/Rqports. That
the City xbo|| provide annually to the MSRB, within six roOurhs after the end of each fiscal. year
ending in or after 20l3` financial information and operating data with respect to the City ofthe
general type dcoocihcd iu Exhibit B hereto. Any fivaooiulstatements sotobe provided shall be(l)
prepared in accordance with the accounting principles described in Exhibit Q hereto, or such other
accounting principles as the City may be required to ernploy from time to time pursuant to state law
or regulation, and (2) audited, if the City oornnoisoiVos an audit of such stuLcoocu10 and the audit is
oornp]e1od within the period during p/biob they must be provided. If the audit of such financial
sTm1uroeu1s is not oornp]cto within such period, then the City shall, provide unaudited financial
o1atcnoeoto by the required time, and shall provide audited financial statements for the applicable
fiacalycmrto1hoMSRI}, vvbcuaudifdzeauditrepod000uohSTmteroentaheoonuesnvoilable.
(ii) lf the City changes its fiscal year, it will notify the MS{l-BOf the change(and of the date
of the new fi3oul year end)prior to the next date 6v which the City otherwise nmo}d be required to
provide fiouocia|information and operating data pursuant to this Section. The finaooia|information
and operating data to he provided pursuant to this Section may be set forth in full iuone or more
documents or may be included by specific reference to any document(including all official statement
0c other offering document, ifiLiy available from the MSIlB) that theretofore has been provided to
the MSRB or filed with the SEC.Filings sh ]lbeond e electron]cal.ly, i osn ch[n o o a1��i sprosoob d
by the MSflB-
(c) /)/so/oJureEveo/Nodces. The City shall notify the D4SRBof any 0f the following events
with respect to the Certificates, in utiooe]y manner not io cxocaS 0f ten Business Days after the
occurrence of the event:
l. Principal, and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws oo debt service reserves reflecting financial difficulties;
4. Unscheduled draws oncredit enhancements reflecting financial difficulties;
5. Substitution Of credit or liquidity pcov/dccs` or tbco failure to
perform;
6. Adverse ios opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability,Notices nf Proposed Issue(IRS
Foou57Ol-TEB) orotzormateriu| ooi\cosordetennioah000p/ithreaycct1w
the tax status of the Bonds,or other material events affecting the tax status of
the Bonds;
,
7. Modifications t0 rights of holders of the Bonds, if material.;
Q. Bond calls, ifmaterial, and tender offers;
0. T)efeusaocco;
10. Release, substitution, Or sale 0f property securing repayment of the Bonds, if
material;
11. Rating g '
,
12. Bankruptcy, insolvency, receivership or similar event nfthe C ;
13. The o0fnroerger' o0usoiido1ion` orunquiodkoninvnlvingthe
City or the sale of all orsubmtaotiol)va]\ofdhouus��oo�tb� other tbauiu
~ City,_
the ordinary course 0f �uS zocSs` the entry into a defi definitive agreement 10
undertake such an action or the termination of a definitive agreement relating
to any such onti0oo, other than pursuant to its terms, if material; and
14 Appointment nƒa successor Paying Agent/Registrar orcban�ein the ouo�cof
the Pn �� ��� t �f material.)
Paying �co c��arar` / n`n no �
'The City sbo)} notify the MSRB, in a timely manner, Of any failure by the City to provide financial
inf000e1i0u0r operating data io accordance with subsection/b\Df this Section bythe time required
by subsection (»). As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or
similar event" means the appointment ofarocolvez` fiscal agent 0r similar 0ffioczfor the City 'in a
proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in
which a court or governmental authority has assumed jurisdiction over substantially all of the assets
0r business of the City,orifluriodic1ioo has been assumed by leaving the City Council and official or
officers of the City in possession but subject to the supervision and orders of a court or governmental
authority,0z the entry ofau order confionioga plan of reorganization,arrangement oz liquidation by
n court 0rgovernmental authority having supervision or jurisdiction over substantially all of the
assets Oc business 0[the City.
(d) {//u/tut/oms, /)izc6c/xnexs, umd/4mendmem/z. (i) The City shall be obligated toobserve
and perform the covenants specified in this Section for so long as, but only for so long us, the City
remains no "obligated person" with respect to the Certificates within the meaning 0fthe Rule,except
that the City io any event will Ovo notice of any deposit made iu accordance with this Ordinance or
applicable }ovv that causes any Certificates no longer to be outstanding.
/11\ The provisions of this Section are for the sole benefit of the holders and beneficial
owners 0f the Certificates, and nothing inthis Section, express or implied, shalt give any benefit or
any legal or equitable right`remedy,or t)aioo hereunder to any other person. The City undertakes to
provide only the fiumnciu) information,operating data,financial statements,and notices which ithas
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other iuƒ000a1i0o that may be rc|evoo|or material to a complete presentation ofthe City's financial
results,condition,or prospects or to update any inforl-nation provided in accordance with this Section
or otherwise, except as expressly provided herein. The City does not make any representation or
warranty c000eo\og such information nr its usefulness toa decision tobzvcstinor sell CcrLifioo|eau1
any future date.
(111) UNDER k!ACIRCUMSTANCES SHALL THE CITY BE LIA_BLETO THE HOLDER
OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER. PERSON` {N
CONTRACT OB TORT, FOR DAMAGES RESULTING ]0 WHOLE 0R[N PART FROM ANY
BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ONITS PART,OF
ANY COVENANT SPECIFIED TNTHIS SECTION, BUT EVERY RIGHT AND RE�<mEUY0F
ANY SUCH PERSON, (N CONTRACT OK TORT, FOR ORON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR M/�JD/\MUS OR SPECIFIC
PERFORMANCE.
(iv) No default by the City in observing orperforming its obligations under 1bis Section shall
comprise u breach of or default under the Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim,waive,or otherwise limit the
duties of the City under federal and state securities laws.
(v) Should the Rule beamended to obligate the City t0 make fi1logs with or provide notices
to entities other than the MSRB`1hc City ay7eco to undertake such obligation in accordance with the
Rule asamended.
(vi) The provisions of this Section may be amended by the City frorn time to time to adapt to
changed circumstances that arise from uchange io legal requirements, a change io law,orachange
in the identity, nature, status, or type o[operations Of the City, but only if/l\ the provisions of this
Section, ummO amended, would have permitted ao underwriter to purchase or sell Certificates iothe
primary offering of the Certificates in compliance with the Rule, taking into account any
amendments or interpretations of the Rule since such offering as well as such changed circumstances
and (2) either (a) the holders of majority in aggregate principal amount (or any greater ur00001
zogui/cd by any other provision of this Ordinance that un1k0rizcs such an ounoodzoco1) of the
outstanding Certificates o oosco t1om chamendment o /b\m person that is unaffiliated with th /h/
(ouch as nationally recognized bond counsel) determines that such amendment will not materially
impair the interest ofthe holders and beneficial owners of the Certificates. If the CitySo 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 arl explanation, in narrativeform,of
the reason for the amendment and 0f the impact of any change io the type 0[fiouncial information 0r
operating data ooprovided. The City may also amend or repeal the provisions of this continuing
disclosure agreement if the SE[amends oc repeals the applicable provision of the Rule Ora court of
final jurisdiction enters judgment that such provisions of the Rule are invalid, but only ifand to the
1 1t� 11b provisions �t� 1 l� t prevent underwriter fr la`��dl purcha sing
�x �o u � o this sentence oo � vco ao from y�
or selling Certificates io the primary offering of the Certificates.
Section 15. D]FC 20EGIS][RATION. That the Certificates initially shall he issued and
delivered in such manner that no physical distribution of the Certificates will be made to the public,
and The Depository Trust Company("T)TC"),New York,New York,initially may act u3depository
for the Certificates. I)TC has represented that it is u limited purpose trust company incorporated
under the laws of the S1u1c of New York, e member of the Federal Reserve System, a ''cloudog
corporation" within the oocuuiog of the New York [Joi/oom Comineroial Code, and u "clearing
agency" registered under Section l7Aofthe Securities Exchange Act of}g34, us amended,and the
City accepts, but iuno way verifies,such representations. The dcfinbivcCertificates delivered 10the
Purohascrshallbcregistcrodio1bcoamcofCE[)E&CO.,1bcononioccofl)TC,uod[}TCahuUhold
[lie Certificates oo behalf of the Purchaser. So long uo each Ccrtifiuu(n is registered in the name of
CEDE& CO., the Paying Agent/Registrar sha||trea1uoddcalvviLh[)T[dbosnmoioa]|o:gznotasif
i1 were the actual and beneficial owner thereof. {}7C may maintain a book-entry system which will
identify ownership u[the Certificates in integral anu0ooh; 0f$5,000` with transfers ofownership
being effected on the records ofI)TC and its participants pursuant 10 rules and regulations
established by them,and that the Certificates initially deposited with DTC shall be immobilized and
not befurther exchanged for substitute Cer-tificates except as hereinafter provided. The City isnot
responsible or liable for any functions of DTC,will not be responsible for paying any fees or charges
with respect 10 its services, `vill not be responsible or liable for maintaining, supervising, or
review]ng the records of DTC or its participants,or protecting any interests or rights of the beneficial
owners oƒthe Certificates. 11 shall bn the duty 0f the T}1[C Participants Lo make all arrangements with
l)TCt0tStab}isb1bioboob-eotryxysitnu`1bcbcooficiulAvvuermbiyVfUzoCertiflca1cs`aodUhcmeLbod
of paying the fees and charges ofI}TC. The City does not represent,nor does i1io any way covenant
that any book-entry system established with DTC will be maintained in the future. T[for any reason
should any o[the originally delivered Certific d mS duly file with the Paying gen 1/l eg/s 1 rarvz ih
proper request for transfer and substitution, as provided for in this Ordinance, substitute Certificates
will be duly delivered as provided in this Ordinance,and there will be no assurance or representation
that any book-entry system will be maintained for such Certificates. The City heretofore has
executed u ''D)uube1 Letter of Representations" prepared by I)TC in order 10 ioop)ecneo1 the book-
entry system described above
Section 16. DEFAULT AND REMEDIES.
(a) Events »fDefault. That each.0f the following occurrences or events for the purpose 0[
this Ordinance is hereby declared 1nbeoo "Event 0fl)cfao\t'':
(i) the failure to make payment of the principal of or interest on any of the
Certificates when the same becomes due and payable; oz
/11\ default in the perforniance or observance of any other covenant, agreement or
obligation of the City,the failure to perforrii which materially,adversely affects the rIghts,of
[h Registered () f��� Certificates, } d but 1 � 1d1 their 1
� vw�czs 0 /000 �o�` o no /co' c o` t/r �ro3p�o or
ability 10 be repaid in ucu0rduucc with this Ordiuu000` and the continuation thereof for u
period of 60 days after notice 0[such default io given by any Registered Owner tO the City.
(b) Rerncu5us forJ}x/au/t.
(z') Upon the happening o f any vco L of Default, thcu and in every case, any
Registered Ovvner0roouu1h0�zed representative thereof, including, but not }iroi1edto, n
trustee or trustees therefor,may proceed against the City,or any official,officer or employee
of the C ity in their official capacity, for the purpose of protecting and enforcing the rights of
the Registered OvvuccS under this Ordinance, by mandamus or other suit, action or special
proceeding in equity or at law, in any court of competentiurisdiction,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 unlaNAful or in violation of any right of the
Registered Owners hereunder or any combination of such remedies.
(11) It is provided that all such proceedings shall be instituted and maintained for the
equal, benefit of all Registered Owners of Certificates then outstanding.
(c) Remedies Not Exclusive.
(1) 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 Certificates 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 Certificates
shall not be available as a remedy under this Ordinance.
(11) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(111) By accepting the delivery of a Certificate authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to a
personal or pecuniary liability or charge against the officers,employees or trustees of the City
or the City Council.
(1v) None of the members of the City Council, nor any other official or officer,agent,
or employee of the City, shall be charged personally by the Registered Owners with any
-rn I
liability,or be held personally liable to the Registered Owners under any term or provision
this Ordinance, or because of any Event of Default or alleged Event of Default under this
Ordinance.
Section 17. CUSTODY,APPROVAL,AND REGISTRATION OF CERTIFICATES.
That the City Manager or the designee thereof is hereby authorized to have control of the Certificates
initially issued and delivered hereunder and all necessary records and proceedings pertaining to the
Certificates pending their delivery and their'investigation,examination,and approval by the Attorney
General of the State of Texas, and their registration by the Comptroller of Public Accounts of the
State of Texas. Upon registration of the Certificates said Comptroller of Public Accounts (or a
deputy designated M' writing to act for said Comptroller) shall manually sign the Comptroller's
Registration Certificate attached to such Certificates, and the sea], of said Comptroller shall be
impressed, or placed in facsimile, thereon.
Section 18. OFFICIALS AUTHORIZED TO ACT ON BEHALF OF THE CITY. That
the Mayor, the City Secretary, the City Manager, any Assistant City Manager, the person acting in
the capacity as Chief Financial Officer of the City or the City Treasurer, and all other officers,
ernployees, and agents of the City, and each of them, shall be and they are hereby expressly
authorized, empowered, and directed from time to time and at any time to do and perforin all such
17
.................
acts and things and to execute, acknowledge, and deliver io the name and wider the seal and on
behalf of the City all such instruments, whether 0r not herein mentioned, as may be necessary oo
desirable in order to carry out the terms and provisions of this Ordinance, the Certificates, the
nfrerin2 dnouzoouta prepared in connection with the Sulc of the Certificates, or the Paying
z\gout/RcgistrarAgroccncot. To ouoo any officer whose signature appears on any Certificate shall
cease 10 be such officer before the delivery of such Certificate, such signature$ho]| nevertheless be
valid and sufficient for all purposes the Saroo as if he or she had remained in office until Such
delivery.
Section 14. INTEREST EARNINGS. That the interest earnings derived from the
investment of proceeds from the sale of the Certificates may be used along with other proceeds for
the construction of the Derooaoeot improvements set fbdb in Section 2 hereof for vvbicb the
Certificates are issued; provided that after completion of such permanent improvements, if any of
such interest earnings remain on hand, such interest earnings shall be deposited iu the Interest and
Redemption Fund. Itis further provided,however,that any interest earnings oo proceeds which are
required 10he rebated 10 the United States 0f America pursuant to this Ordinance hereof io-order t0
prevent the Certificates from being arbitrage bonds shall be so rebated and not considered as interest
earnings for the of Section.
�o�s c�urposcu o � cc /ou.
Section 20. DEFEASANCE. (o) /)e/eorcc/ Ccrdficn/cs. That any Certificate and the
interest thereon shall he deemed to he paid, retired and no \0ogez outstanding (a ''Deƒe83ed
Certificate")within the meaning of this Ordinance,except to the extent provided in subsection(c)of
this Section,when payment of the principal of such Certificate,plus interest thereon to the due date
(whether such due date be by /oaaoo of maturity or otherwise) either (i) shall have been made or
caused tobcmade in accordance with the terms thereof, or /11\ shall have been provided for oil or
before suc h due du10 by Irrevocably depositing with 0z making available to the Paying
Agent/Registrar in accordance with an escrow agreement or other instrument(the "Future Escrow
/\g7ooruent"\for such payment(}) lawful money 0f the United States of America moffioieottomake
such payment or(2)T)efeaounce Securities that mature ooio principal arid 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 arrangements have been made by the Issuer with the Paying
Agent/Registrar for the payment of its services until all Defeased Certificates shall have become due
and payable. At such time asa Certificate shalt bn deemed tobnuT)cfeascdCudifiou1e hereunder,as
aforesaid, such Certificate and the interest thereon shall no longer besecured by, payable from, or
entitled to the beocfi1sof,the od valorem taxes o/revenues herein levied and pledged us provided io
this Ordinance, and such principal and interest shall be payable solely from such zuDooy or
Defeosuoce Securities. Notwithstanding any other provision of this Ordinance to the contrary, it is
hereby provided that any determination not to redeem Dtƒeaacd Certificates that is made in
conjunction with. the payment arrangements Specified in subsection 20(a)(1) 0r /10 shall not be
irrevocable, provided that in the proceedings providing for such payment arrangements, the Issuer
expressly (1)reserves the right to call the I)c[eused Certificates for redemption; (2)gives notice of
the reservation of that right tn the owners o.f1bnI}efeascd Certificates immediately following the
making of the payment arrangements;and(3)directs that notice of the reservation be included in any
redemption notices that i1authorizes.
(b) Investment in Defeasance Securities. Any moneys so deposited with the Paying
Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities,
maturing in the amounts and times as hereiribefore set forth, and all income from such Defeasance
Securities received by the Paying Agent/Registrar that is riot required for the payment of the
Certificates and interest thereon,with respect to which such money has been so deposited, shall be
turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow
Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of
Defeased Certificates may contain provisions permitting the investment or reinvestment of such
moneys in Defeasance Securities or the substitution of other Defeasance Securities upon the
satisfaction of the requirements specified in subsection 20(a)(1) or (11). All income from such
Defeasance Securities received by the Paying Agent/Registrar which is not required for the payment
of the Defeased Certificates, with respect to which such money has been so deposited, shall be
remitted to the Issuer or deposited as directed in writing by the Issuer.
(c) Paying Agent/Registrar Services. Until all Defeased Certificates shall have become
due and payable,the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for
such Defeased Certificates the sarne 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.
(d) Selection of Certificates,f6r Defeasance. In the event that the Issuer elects to defease
less than all of the principal amount of Certificates of a maturity, the Paying Agent/Registrar shall
select, or cause to be selected, such amount of Certificates by such random method as it deems fair
and appropriate.
Section 21. PREAMBLE. That the findings set forth in the preamble to this Ordinance are
hereby incorporated into the body of this Ordinance and made a part hereof for all purposes.
Section 22. RULES OF CONSTRUCTION. That for all purposes 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 impact 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 any constitutional, statutory or regulatory provision means such provision as it exists
on the date this Ordinance is adopted by the City and any future amendments thereto or successor
provisions thereof. Any reference to the payment of principal in this Ordinance shall, be deemed to
include the payment of any mandatory sinking fund redemption payments as described herein. The
titles and headings of the Sections and subsections of this Ordinance have been inserted for
convenience of reference only and are not to be considered a part hereof and shall, not in any way
modify or restrict any of the terms or provisions hereof.
Section 23. IMMEDIATE EFFECT. That in accordance with the provisions of Section
1,201.028,Texas Government Code,this Ordinance shall be effective immediately upon its adoption
by the City Council.
19
Section 24. OPEN MEETING, 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, as amended.
ADOPTED this 20th day of August, 2013.
""Mayor, City of Fort W as
ATTEST:
qi ty IS e c66'
City of Fort r•th, Texas (SEAL)
APPROVED AS TO FORM AND LEGALITY:
City 0y,
#
Atto
City of� rt Worth, Texas
Signature Page Ordinance Authorizing Issuance of'Certificates of Obligation
20
Exhibit A
to
Ordinance
FORM OF CERTIFICATE
NO.
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARR-ANT, I)ENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH, TEXAS
COMBINATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION
TAXABLE SERIES 2013B
MATURITY DATE INTERE'sT RA'_FE DELIVERY DATE CUSIP
........... .......
2013
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH,
TEXAS (the "City" or the "Issuer"), being a political subdivision of the State of Texas, hereby
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, frorn the Delivery Date specified above, to the Maturity Date specified
above, or the date of its redemption prior to scheduled maturity, at the interest rate per annum
specified above,with said interest payable on March 1,2014,and semiannually on each September I
and March I thereafter; except that if this Certificate is required to be authenticated and the date of
its authentication is later than March 1., 2014, such interest is payable semiannually on each
September I and March I following such date. Interest on this Certificate shall be calculated on the
basis of a 360-day year consisting of twelve 30-day months.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of
the United States of America, without exchange or collection charges. At maturity or redemption
prior to maturity, the principal of this Certificate shall, be paid to the registered owner hereof upon
presentation and surrender of this Certificate at the designated corporate trust office in Austin,Texas
(the "Designated Trust Office"), of BOKF, NA, d/b/a Bank- of Texas, N.A., which is the "Paying
Agent/Registrar" for this Certificate. The payment of interest on this Certificate shall be made by the
Paying Agent/Registrar to the registered owner hereof on each interest payment date by check,dated
as of such interest payment date,drawn by the Paying Agent/Registrar on,and payable solely from,
funds of the Issuer required by the ordinance authorizing the issuance of this Certificate (the
A-1
"Certificate Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as
ZD
hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United States
mail, .first-class,p ZP
al ostage prepaid,on each such interest payment date,to the registered owner hereof,
at its address as it appeared on the fifteenth day of the month preceding each such date (the "Record
ZD
Date")on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any
accrued interest due at maturity or redemption as provided herein shall be paid to the registered
owner upon presentation and surrender of this Certificate for payment at the Designated Trust Office
of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Certificate that
on or before each principal and interest payineijt date for this Certificate it will make available to the
Paying Agent/Registrar, from the "Interest and Redemption Fund" created by the Certificate
Ordinance, the amounts required to provide for the payment, in immediately available funds, of all
principal of and interest on the Certificates, when due, All Certificates of this Series are issuable
solely as fully registered certificates,without interest coupons,in any integral multiple of$5,000(an
"Authorized Denomination")-
IN THE EVENT OF NON-PAYMENT of interest on a scheduled payment date,and for 30
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date
of the past due interest ("Special Payment Date", which shall. be 15 days after the Special Record
Date) shall be sent at least five business days prior to the Special Record Date by United States mail,
first-class postage prepaid,to the address of each registered owner of a Certificate appearing on the
Registration Books kept by the Paying Agent/Registrar at the close of business on the last business
day next preceding the date of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Certificate shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the
Designated 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 which is not such a
Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and
payment on such date shall have the same force and effect as if made on the original date payment
was due.
THIS CERTIFICATE is one of a Series of Certificates dated August 15,201.3,authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
$11,140,000, FOR THE PURPOSE OF PROVIDING PART OF FOR PAYING
CONTRACTUAL OBLIGATIONS TO BE INCURRED BY THE CITY,AS SET FORTH IN THE
CERTIFICATE ORDINANCE; and the payment of fiscal, engineering and legal fees incurred in
connection therewith.
ON MARCH 1, 2023, or on any date thereafter, the Certificates of this Series maturing on
March 1, 2024 and thereafter may be redeemed prior to their scheduled maturities, at the option of
the Issuer, in whole, or in part, at par and accrued interest to the date fixed for redemption. The years
of maturity of the Certificates called for redemption at the option of the City prior to their stated
A-2
maturity shall be selected by the City. The Certificates or portions thereof redeemed within a
maturity shall be selected by lot or other method by the Paying Agent/Registrar; provided, that
during any period in which ownership of the Certificates is determined only by a book entry at a
securities depository for the Certificates,if fewer than all of the Certificates of the same maturity and
bearing the same interest rate are to be redeemed, the particular Certificates of such maturity and
bearing such interest rate shall be selected in accordance with the arrangements between the Issuer
and the securities depository.
THE CERTIFICATES are also subject to mandatory redemption in part by lot pursuant to the
terms of the Ordinance, on March I in each of the years 2024 through 2027, with respect to
Certificates maturing March 1, 2028, and on March 1. in.each of the years 2029 through 2032, with
respect to Certificates maturing March 1,2033,in the following years and in the following amounts,
at a price equal to the principal amount thereof and accrued and unpaid interest to the date of
redemption, without prerrilurn:
Year Principal
2024 530,000
2025 555,000
2026 580,000
2027 610,000
2028* 640,000
2029 670,000
2030 705,000
2031, 740,000
2032 780,000
2033* 820,000
Final Maturity
To the extent, however, that Certificates subject to sinking fund redemption have been previously
purchased or called for redemption in part and otherwise than from a sinking fund redemption
payment, each annual sin-king fund payment for such Certificates shall be reduced by the amount
obtained by multiplying the principal amount of Certificates so purchased or redeemed by the ratio
which each remaining annual sinking fund redemption payment for Such Certificates bears to the
total remaining sinking fund payments, and by rounding each such payment to the nearest $5,000
integral;provided,that during any period in which ownership of the Certificates is detennined only
by a book entry at a securities depository for the Certificates, the particular Certificates to be called
for mandatory redemption shall be selected in accordance with the arrangements between the City
and the securities depository.
NOTICE OF any such redemption of Certificates shall be given in the following manner,to-
wit, a written notice of such redemption shall be given to the registered owner of each Certificate or
a portion thereof being called for redemption not more than 60 days nor less than 30 days prior to the
A-3
date fixed for such redemption hvdepo3itioQ3uc\ notice io the United States mail,first-class postage
prepaid, addressed to each such registered ovrrierat his address shown on the Registration Books o
of
the Paying Agent/Registrar- Any notice oo mailed shall bo conclusively presumed tohave been duly
given nn1 /1b tandz up-n ' 1b oroocoroorercg/o1 er ed nwo�/Souy b uv�failed to have received uuo b
notice. By the date fixed for any such redemption due provision shall be made by the Issuer with the
Paying Agent/Registrar for the payment ofthe required cedurnn|ioo price for this Certificate or the
portion hereof which is 10 be so redeemed, plus accrued interest tbczcou to the date fixed for
redemption. Tf such notice 0f redemption is given,and if due provision for such payment iS made,all
as provided above` tbiy Certificate, or the portion hereof which is to be so redeemed, thereby
automatically shall be redeemed prior to its scheduled maturity,and shall not bear interest after the
date fixed for its redemption, and shall not be regarded as being outstanding except for the right of
the registered owner to receive the redemption price plus accrued interest to the dudn fixed for
redemption from the Paying Agent/Registrar out o f the funds provided for such payment. The
Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal nf
this Certificate 0r any portion hereof lfu portion of any Certificate shall be redeemed asubstitute
Certificate or Certificates having the same maturity date` bearing interest ut the ouroerutc, in any
Authorized Denomination,at the written request of the registered owner, and io aggregate principal
000nuo1 equal to the oozedcrcned portion thereof, will be issued to the registered owner upon the
surrender thereof for cancellation, atthe expense Of the Issuer, al\ ao provided in the Ordinance.
AS PROVIDED TNTHE CERTIFICATE OKDTNANCE,this Certificate may,ut the request
of the registered owner or the assignee or assignees hereof,be assigned, transferred, arid exchanged
for o like aggregate principal amount of fully registered certificates, without interest coupons,
payable to the appropriate registered owner, assignee, or assignees, as the case rnay be, having the
oaroc maturity date, and bearing interest at the sunzc rate, in any Authorized T)eoocninudoo as
requested io writing by the appropriate registered op/ocr`assignee,or assignees,as the case may be,
upon surrender of this Ccztifioate1Othe Paying /\gont/{(r&iubarat its Designated Truoi (}fficefbr
cancellation, all in accordance with the form and procedures set forth in the Certificate Ordinance.
Among other rcqoirccocoto for such. assignment and transfer,this Certificate must be presented and
surrendered to the Paying Agent/Registrar at its Designated Trust Office, together with proper
iosbur000to 0fanoigon)eo1` in fbcoz and with guarantee of signatures satisfactory to the Paying
AgentJRegistrar, evidencing assignment of this Certificate or any portion or portions hereof in any
Authorized [ eo 0 oin ati on to the assignee or assignees /o vhou eo anc o co o noo s this Certificate or
any such portion or portions hereof in or are to be transferred arid registered. The form of
Assignment printed or endorsed on this Certificate may be executed by the registered owner to
the assignment hereof, but such method s not exclusive, and other instruments of
evidence /Aoru �z -, u ro z `
assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this
Certificate or any portion or portions hereof from time to time by the registered owner. The
foregoing notwithstanding, in the case of the exchange of an assigned and transferred Certificate or
Certificates Vr any portion 0r portions thereof, such fees and charges ofthe Paying Aoco|fKcgiu1rur
will be paid by the Issuer. The one requesting such exchange shall pay the Paying Agent/Registrar's
reasonable standard or customary fees and charges for exchanging any Certificate or portion thereof.
In any circumstance, any taxes orgovernmental charges required to be paid with respect thereto
shall be paid by the one requesting such assignment,transfer,or exchange as a condition precedent to
A'4
the exercise VF such privilege. [n any circumstance,neither the Issuer nor the Paying Agent/Registrar
shall be required (l) tomokcaoytcuosferozcxohoogcdorinAaperiodbegiouio& o11heopncingof
business]0 days before the day mf the first mailing nfo notice of redemption of the Certificates and
ending o1 t� | of 1b d f � mailing, t transfer �
u �o� � omn� m business on c ay o ouc coo zo�, or , , o /uns r o� exchange any
Certificates uD sc|on1cU for redemption when such redemption is scheduled to occur within 30
calendar days;provided,however,such limitation of transfer shall not be applicable to an exchange
by1hezegisttred0nncrofanuozedeenuedbn|uooeofoCertificutooa||mdfhrredrnuptioniupod.
WHENEVER the beneficial. ownership Df this CcdifiooteiS determined byu book entry ata
SnnoritioS depository for the Ccdifiou1cV, the foregoing requirements of holding, delivering or
transferring this Certificate shall be modified to require the appropriate person or entity to zncctthr
requirements of the securities depository as to registering or transferring the book entry to produce
the same effect.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer,
resigns,or otherwise ceases to act as Such,the Issuer has covenanted in the Certificate Ordinance that
it promptly will appoint o competent and legally qualified substitute therefor, and promptly will.
cause written notice thereof to be mailed to the registered owners of the Certificates.
IT IS HEREBY certified, recited and omvrouoted that this Certificate has been duly and
validly authorized, issued,and delivered-that all acts,conditions,and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this
Certificate have been performed,existed,and been done io accordance with law;that this Certificate
is u direct obligation of said Issuer, issued on the full faith and credit thereof, and that annual ad
valorem taxes sufficient to provide for the payment of the interest on and principal.of this Certificate,
aa such interest comes due and such principal matures, have been levied and ordered to be levied
against all taxable property in said Issuer,and have been pledged for such payment,within the limit
prescribed by law; and that a pledge of the revenues derived from mo agreement entered into bythe
City under authority of Section 22.0781,Texas Transportation Code,with respect to certainrevenues
generated at ])/FW [ntccuuTiono] Airport, have been pledged as additional security for the
Certificates,such pledge,however,i8 subordinate 10 the pledge ofsuch revenues securing the City's
Combination Tax and Revenue Certificates of Obligation, Series ZOIO.
BY BECOMING the registered owner of this Ccdiƒloato' the registered owner tbrzchy
acknowledges all of the terms and provisions of the Certificate {l/di0000e` a87cos t0 be bound by
such trz7os and provisions, acknowledges that the Certificate Ordinance is duly recorded and
uvci[4b|c for inspection in the official minutes and records of the Issuer, and ugTecy that the terms
and provisions of this Certificate and the Certificate Ordinance constitute a contract between each
registered owner hereof and the Issuer.
&-5
____
N WITNESS WHEREOF, this Certificate has been signed with the manual or facsimile
signature of the Mayor of the Issuer, attested by the manual or facsimile signature of the City
Secretary, and approved as to form and legality with the manual or facsimile signature of the City
Attorney, and the official seal of the Issuer has been duly affixed to, or impressed, or placed in
facsimile, on this Certificate.
Xxxxx xxxxx
City Secretary, City of Fort Worth, Texas Mayor, City of Fort Worth, 'J."exas
APPROVED AS 'rO FORM:
xxxxx__
City Attorney, City of Fort Worth, 'texas (SEAL)
A-6
FORM OF PAYING AGENT/REGISTIZAR'S AUTHENTICATION CERTIFICATE
I --l----....... ......... - --l- —
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Certificate of Obligation has been issued under the provisions of
the proceedings adopted by the Issuer as described in the text of this Certificate of Obligation; and
that this Certificate of Obligation has been issued in exchange for or replacement of a certificate of
obligation, certificates of obligation, or a portion of a certificate of obligation or certificates of
obligation of an issue which originally was approved by the Attorney General of the State of Texas
and registered by the Comptroller of Public Accounts of the State of Texas.
Dated
BOKF,NA, d/b/a BANK OF TEXAS,N.A.,
Paying Agent/Registrar
By
Authorized Signatory
*FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO
THE CERTIFICATES UPON INITIAL DELIVERY THEREOF
OFFICE OF COMPTROLLER
REGISTER NO.
STATE OF TEXAS
I hereby certify that this Certificate of Obligation has been examined,certified as to validity,
and approved by the Attorney General of the State of Texas and that this Certificate of Obligation
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
(SEAL) the State of Texas
A-7
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)
J /
(Please print or typewrite name and address, including zip code of Transferee)
the within Certificate of Obligation and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney to
register the transfer of the within Certificate of Obligation on 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 firm 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. Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
A-8
Exhibit B
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 14 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually
in accordance with such Section are as specified below:
The City has agreed to update annually financial information and operating data with respect
to the City of the general type included in the official statement for the Certificates as set forth in
tables I through 6, inclusive, and 8 through 15, inclusive, contained in such official statement, and
Appendix B to such official statement, "Excerpts from the Annual Financial Report of the City
of Fort Worth,Texas". The above-described financial information and operating data with respect
to the City is hereby incorporated by reference, and in Section 14 of this Ordinance the City has
agreed to annually update such financial information and operating data in accordance with Rule
15c2-1.2, promulgated by the United States Securities and Exchange Commission.
Accounting Principles
The accounting principles referred to in Section 14 of this Ordinance are the accounting
principles described in the notes to the annual financial report referred to above.
B-1
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
1, Mary J. Kayser, 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 August 20, 2013,
and of the ordinance authorizing the issuance of Combination Tax and Revenue Certificates of
Obligation, Taxable Series 201313, which was duly passed at said meeting, and that said copy is a
true and correct copy of said excerpt and the whole of said ordinance.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of
Fort Worth, this 20th day of August, 2013.
ity Se et t e
City of Fort I h, Texas
(SEAL)
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 8120/2013 - Ordinance No. 20878-08-2013
i i az..,,.a. ,..,,� .m�i ari .i.w i �o �iw�mii i6mwfm um nm�arrt�aarm wro it✓�ouaa.aii;�rcorwnmrrrrr�,. n .i.�rmn i?w miwam
DATE: Tuesday, August 20, 2013 REFERENCE NO.: G-17982
LOG NAME: 1313 WRMC CO SALE
SUBJECT:
Adopt Ordinance Providing for the Issuance of City of Fort Worth, Texas, Combination Tax and Revenue
Certificates of Obligation, Taxable Series 2013B, in an Aggregate Principal Amount Not to Exceed
$13,000,000.00, Establishing Parameters Regarding the Sale of the Certificates of Obligation, Approving
Execution of a Purchase Agreement and Ordaining Other Matters Related Thereto (ALL COUNCIL
DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council adopt the attached ordinance providing for the issuance of an
aggregate principal amount not to exceed $13,000,000.00, City of Fort Worth, Texas, Combination Tax
and Revenue Certificates of Obligation, Taxable Series 20138, which among other matters:
1. Authorizes the Combination Tax and Revenue Certificates of Obligation, Taxable Series 20138, to
be sold within the parameters established in the ordinance; and
2. Authorizes the City's authorized representatives to execute and deliver a Purchase Agreement
setting forth the terms and conditions for the purchase of the Certificates of Obligation.
DISCUSSION:
The proposed Will Rogers Memorial Center project, which includes a promenade for campus connectivity,
renovation of cattle barns and milking parlor and building a multi-purpose pavilion to include a covered
horse exercise arena qualifies for financing with Certificates of Obligation (CO).
The City intends to use revenues received from the leasing of Will Rogers Memorial Center to pay debt
service on the CO. The City's bond counsel have advised that the CO should be issued as taxable
obligations, the interest on which is included in the gross income of the owners for federal income tax
purposes, to enable the City to maximize the use of lease revenues to support the payment of debt
service on the CO.
To allow maximum flexibility to adjust the timing of the sale to respond to fluctuating conditions in the
public debt markets, the ordinance delegates the sale and delivery of the CO to a Pricing Officer(the City
Manager or an Assistant City Manager) subject to certain defined parameters that a sale must meet. The
maximum amount of the CO sold shall not exceed the amount of $13,000,000.00.
FISCAL INFORMATION / CERTIFICATION:
The Financial Management Services Director certifies that funds will be available upon completion of the
sale, closing and delivery of the not to exceed $13,000,000.00 City of Fort Worth, Texas, Combination Tax
and Revenue Certificates of Obligation, Taxable Series 2013B. The Financial Management Services
Director also certifies that funds will be available to make the debt service payments on these obligations.
Logname: 1313 WRMC CO SALE Page 1 of 2
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
CERTIFICATIONS:
Submitted for City Manager's Office bT. Susan Alanis (8180)
Originating Department Head: Jay Chapa (8517)
Additional Information Contact: Lisa Parks (6630)
Logname: 1313 WR-MC CO SALE Page 2 of 2