HomeMy WebLinkAboutOrdinance 20876-08-2013 THE STATE OF TE-XAS
COUNTIES OF TARRANT, DENTON, PARII,-ER,WISE AND JOHNSON
CITY OF FORT WORTH
On the 20th day of August, 2013, the City Council of the City of Fort Worth, Texas, met in
regular, open, public meeting.in the City Council Chamber in the City Hall, and roll was called of the
duly constituted members of the City Council, to-wit:
Betsy Price, Mayor
Salvador Espino,
W.B. "Zin" Zirnmert-nan (Absent)
Danny Scarth,
Gyna Bivens,
Jungus Jordan, C o uncilm embers,
Dennis Shmgletori,
Kelly Allen Gray,
Joel Burns,
Toni Higgins, City Manager,
Sarah Fullenwider, City Attorney,
Mary J. Kayser, City Secretary,
Jay Cbapa, Interim Chief Financial Officer
thus constituting a quorum present.; and after the City Council had transacted certain business, the
following business was transacted, to--,v.1t:
Councilmember Shingleton 'introduced an ordinance and moved its passage. The motion
was seconded by Councilmember Espino. The ordinance was read by the City Secretary. The
motion, carrying with it the passage of the ordinance prevailed by vote of 8 YF-A.S, 0 NAYS. The
ordinance as passed is as follows:
ORDINANCE NO. 20876-08-2013
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,
SERIES 2013A, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $74,000,000; PROVIDING FOR THE LEVY, ASSESSMENT AND
COLLECTION OF A TAX SUFFICIENT TO PAY THE INTEREST ON SAID
CERTIFICATES OF OBLIGATION AND TO CREATE A SINKING FUND
FOR THE REDEMPTION THEREOF AT MATURITY; PLEDGING
CERTAIN REVENUES IN SUPPORT OF SAID CERTIFICATES; AND
ORDAINING OTHER MATTERS RELATING TO THE SUB,1ECT
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT 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
$74,000,000; and
WHEREAS,the City caused said notice of intention to be published in the Fort Worth Star-
Telegram on July 20, 2.013 and July 27, 201.3; and
WHEREAS,no petition, signed by 5% of the qualified electors of the Issuer as permitted by
Section 271.049 of the Texas Local Government Code protesting the issuance of such Certificates of
Obligation, has been 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 1371 of the Texas Government Code;
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH,
TEXAS:
Section 1. DEFINITIONS. That as used in this Ordinance, unless a different meaning
clearly appears from the context, the capitalized terms set forth in this Ordinance shall have the
u\o Sc�ƒbr�z���x9 /\ reference ���(lrdinozux�no"�(}KJ��()� shall refer
uo/o� � Any rcocooz �/����ur��/\�u
to the fnon of the Certificates Set forth in Exhibit to this Ordinance.
'The term "Authentication Certificate" shall have the meaning given said term io Section 6(d)
hereof
The term "Authorized Deno,n/out/Vo'' shall mean$5`00A and any in1n�rolroulLiplcof$5,000.
The term "BusinessDay" shall mean a day that is not a Saturday, Sunday or legal holiday on
which banking institutions io the States 0f Texas or New York are authorized 0rrequired by law OT
executive order to remain closed 0r the New York Stock Exchange or l)TC is closed.
The terms "Certificates"and"Certificates of'Obligation" shall mean and include collectively
the Initial Coz1ifouto and all substitute Cco/fiou1os 0f Obligation ozo huogedthcrefor, asve]l as
other substitute Cedifioutenof Obligation and replacement Ccdifinatcoof Obligation issued pursuant
hereto; and the term ''Certbfico/c" shall mean any of the Certificates-
The 1nons ''Cizy" and "{ouer'' uba}lrucaothcCiryof£ndYVorth, Tcxas
The term "Lode" shall mean the Internal Revenue Code o[ lV86, u8amended.
The tcoo "Corporation" shall mean Service Center Relocation, Incorporated.
The term "Defeasance Securities" shall mean(1)direct,noricallable obligations of the United
Stetesof/bucric8` ioc|ud)ogob|igniions1hstareomcomditi0nmllyguuraotoed by the United States of
America,(1 1) oollablt obligations o f �a��ncyor/ou instrumentality of the United States n fAmerica,
including obligations that are unconditionally guaranteed or insured by the agency orinstrumentality,
and that, on the date of the purchase thereof, are rated as 10 iuv*;boeot quality by o nationally
recognized investment rating fioo not \eom than AAA or its equivalent, and (111) nmuoal|oble
obligations of a state or an agency or a county,municipality,or other political subdivision of a state
that have been refunded and that,on the date the governing body of the Issuer adopts 0r approves the
proceedings authorizing the financial arrangements,are rated as to investment quality by a nationally
recognized investment rating fioonot less than AAA or its equivalent.
The toon "I}efeus«dCer/ifinoAr" shall have the ooeuoiug given said term in Section 23(a)
hereof.
The t�o� "Designated Trust Office" shall have the meaning given said term in Section 6(_)
hereof.
The term "DTC" sball have tbocoeooiog given said term in Section 17 hereof.
Tbe bcoo "Eligible/nvcxbxenb'/ shall mean those investments in which the City is now or
hereafter authorized by Y uv (including, b t not /roz t dt o, Chapter 2256,TexasGovernment Code)
and its investment policy to purchase, sell an d invest its funds and funds under its control.
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The term "Fiscal Year" shall mean the regular fiscal year used by the City, which currently
runs from October I 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 "iVSRB" shall mean the Municipal Securities Rulemaking Board.
The term "PayingAgentlRegistrar" 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 "Regulations" shall have the meaning given said terra in Section 13 hereof.
The term ".Representative" shat[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 arid Exchange Commission.
The term "Surplus Revenues" shall mean those revenues from the operation of the City's
Water and Sewer Systern remaining after payment of all operation and maintenance expenses
thereof.
The term "Underwriters" means the investment banking firms designated in the Purchase
Contract.
Section 2. AUTHORIZATION OF CERTIFICATES OF OBLIGATION. That the
Issuer's Certificates of Obligation,to be designated the "City of Fort Worth,Texas Combination`Fax
and Revenue Certificates of Obligation, Series 2013A", are hereby authorized to be issued and
delivered in the principal amount not to exceed $74,000,000,for the purpose of providing part of the
funds for paying contractual obligations to be incurred by the Issuer, to-wit: the acquisition of a
maintenance facility located at 5001 James Street, Fort Worth, Texas 76115 (the "Maintenance
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Facility"); the construction and reconstruction of streets (including arterial bridges and arterial
access) and related drainage and sidewalk improvements throughout the City; the acquisition of
traffic signals and related traffic and communications equipment; the acquisition of equipment with
respect to the City's traffic safety program; the acquisition of firefighting and related equipment for
use by the City's fire department, the construction of park, improvements throughout the City,
including, but not limited to�, walks and trails, athletic fields and lighting, nature center boardwalk,
and a new community center located in south central Fort Worth, Council District 9,- and the
payment of fiscal, engineering and legal fees incurred In connection therewith.
Section 3. DELEGATION OF SALE OF CERTIFICATES;PARAMETERS. (a)Maximum
Matjjri of Certificates. That the Certificates shall be sold as fully registered certificates, without
interest coupons, numbered consecutively from R-1 upward, payable to the respective initial
registered owners of the Certificates, or to the registered assignee or assignees of the Certificates
(each, a "Registered Owner"), in any Authorized Denomination, maturing not later than March 1,
2034,payable serially or otherwise on the dates,in the years and in the principal amounts,and dated,
all as set forth in the Purchase Contract.
(b) 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 by this Ordinance are to be
sold by the City to one or more of the Underwriters in accordance with the Purchase Contract, the
terms and conditions of which are to be determined by the Pricing Officer, in accordance with
Section 3 hereof. Each Pricing Officer is 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.be sold to the Underwriters at the price, and
subject to the terms and conditions as set forth in the Purchase Contract,as determined by the Pricing
Officer pursuant to subsection(d)of this Section. In the Purchase Contract,the Pricing Officer shall
determine, based upon advice provided by the City's financial advisors, that acceptance of the
purchase price for the Certificates is in the best interests of the City. The authority of a Pricing
Officer to execute the Purchase Contract shall expire at 5:00 p.m. on Tuesday,December 31, 201.3.
Any finding or determination made by a Pricing Officer relating to the issuance and sale of the
Certificates and the execution of the Purchase Contract shall have the same force and effect as a
finding or determination made by the City Council.
(c) Pricing of_Certificates. In accordance with Chapter 1371, the City Council. authorizes
each Pricing Officer to act on behalf of the City in selling and delivering the Certificates and carrying
out the other procedures specified in this Ordinance,including determining and fixing the date of the
Certificates, any additional or different designation or title by which the Certificates shall be known,
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 in which the Certificates will mature, the
principal amount of Certificates to mature in each of such years, the rate or rates of interest to be
borne by each maturity, the interest payment periods, the dates,price, and terms upon and at Which
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
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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 5.00%per
aruiurri, 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) Additional Parameter. A. portion of the proceeds of the Certificates is to be used to
acquire the Maintenance Facility. The City currently leases the Maintenance Facility from the
Corporation, a local government corporation created by the City to act on its behalf in connection
with the initial financing of the Maintenance Facility. As a condition to the issuance of the
Certificates, Certificates may not be issued to acquire the Maintenance Facility unless the result
realized from the purchase of the Maintenance Facility is that the City realizes a net present value
savings,calculated in accordance with GASB Statement No. 7,of at least three and one-half percent
(3.50%)on the outstanding principal amount of the obligations issued by the Corporation to finance
the Maintenance Facility (the "Refunded Obligations"). The Pricing Officer may elect not to issue
Certificates for the acquisition of the Maintenance Facility,but may elect to issue Certificates for any
one or more of the other purposes described in Section 2 of this Ordinance, should the savings
threshold described above not be realized at the time the Purchase Contract is executed. On or
before the date of delivery of the Certificates, if Certificates are sold to acquire the Maintenance
Facility, the person acting in the capacity of Chief Financial Officer of the City shall execute and
deliver to the City Council a certificate stating that the savings threshold established in this
subsection(d)has been met. The certificate shall specifically state both the net present value savings
and the gross savings realized by the City as a result of refunding the Refunded Obligations.
(e) 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 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
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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
1201.042(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 $74,000,000.
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 mariner
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
be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, and
shall not bear interest after the date fixed for their redemption, and shall not be regarded as being
outstanding except for the right of the Registered Owner to receive the redemption price plus accrued
interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided
for such payment. The Paying Agent/Registrar shall record in the Registration Books all such
redemptions of principal of the Certificates, or any portion thereof. If a portion of any Certificate
shall be redeemed, a substitute Certificate or Certificates having the same maturity date, bearing
interest at the same rate, in any Authorized Denomination, at the written request of the Registered
Owner,and in an aggregate principal amount equal to the unredeemed portion thereof,will be issued
to the Registered Owner upon the surrender thereof for cancellation, at the expense of the Issuer,all
as provided in this Ordinance.
Section 5. INTEREST. That the interest on the Certificates shall be calculated on the basis
of a 360-day year consisting of twelve 30-day months, and shall be payable to the Registered Owner
of any such Certificate in the manner provided and on the dates stated in the FORM OF
CERTIFICATE.
Section 6. CHARACTERISTICS OF THE CERTIFICATES. (a) Registration and
Transfer. That the City shall keep or cause to be kept at the designated corporate trust office of
BOKF, NA, d/b/a Bank of Texas,N.A., or such other bank, trust company, financial institution, or
other agency named in accordance with the provisions of subsection (g) below (the "Paying
AgentiRegistrar") 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 or records and make such transfers and registrations under such
reasonable regulations as the Issuer and the Paying Agent/R.egistrar 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,or from the registered
assignee or assignees of the Certificates or any portion thereof(in each case,the"Registered Owner")
and record in the Registration Books the address of the Registered Owner of each Certificate to
which payments with respect to the Certificates shall be mailed,as herein provided. The Issuer or its
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designee shall have the right to inspect the Registration Books during regular business hours ofthe
Paying Agent/Registrar a1 its Designated Tcuy1[)ffioe`botutharv/ianthcPoy AgenURegistrar nha/l
keep the Registration Books 000fidcntia\and,unless otherwise required b«law,shall not perni1their
ioapection6»any other entity. Registration ofeach Certificate may bm transferred io the Registration
Books only upon presentation and surrender thereof 10 the Paying gistouu1 its Designated
Trust Office for transfer ofregistration and ouocci)utioo,together with proper written instruments of
usmgoucut, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing the uxs/gnono t of such Certificate, or any portion thereof in any Authorized
Denomination, to the assignee or assignees Lhozeo[, an d the right of such assignee orassignees to
have such Ccdifioutc or any such portion thereof registered in the name of such assignee or
assignees. Upon the assignment and transfer of any Certificate or any portion thereof, u new
substitute Certificate or Certificates shall be issued in exchange therefor in the noazozer herein
provided. Asofthe date this Ordinance is approved by the City,the "Designated Trust Office"of the
Paying Agent/Registrar is th oa t/o, T cxam corporate trust oeo[ }uok of Texas.
(b) ()n/merzhip' Registration Books. The entity io whose name any Certificate shall heregis-
tered in the Registration Boobs at any time shall be treated an the absolute ovvocr thereof for all
purposes of this Ordinance,whether or not such Certificate shall be overdue, and the Issuer and the
Paying Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on
account of,the principal of,premium, if any,and interest on any such Certificate shall be made only
to such Registered Owner. All such payments obo\| be valid and effectual to xu1iuf« and discharge
the liability upon such Certificate to the extent of the xurn or sums so paid.
/c\,Puy/ngAgen1 The Issuer hereby further appoints the Paying Agent/Registrar to act as the
paying agent For paying the principal of and interest on the Certificates, and to act as its agent to
exchange or replace Certificates,all as provided in this(>rdioaooc The PuyiogAgnoL/Rcgiutrur shall
keep proper records of all payments made hy the Issuer and the Paying Agent/Registrar with respect
Lo the Crriifiou1es" and nf all exchanges thereof, and all replacements thereof, ux provided iothis
()rdi0000c
(d) Exchange of Certificates. Each Certificate may be exchanged for fully registered
certificates in the ozuouerset forth herein. Each Certificate issued and delivered pursuant to this
Ordinance may, upon surrender thereof at the Designated Trust Office of the Paying Agoot{Registmr,
together with o written request therefor duly executed by the Registered Owner or the assignee or
uuxigocox tborcnf, or its or their duly authorized attorneys or representatives, with guarantee of
signatures satisfactory to the Paying Agent/Registrar,at the option of the Registered Owner or such
assignee or assignees,aoappropriate, be exchanged for fully rcoloteccd Certificates,without interest
coupons,in the f000 prescribed iothe FORM 0F CERTIFICATE,ioany Authorized Denomination
(subject to the requirement hereinafter stated that each substitute Certificate obm}|have usingle stated
maturity datc\, us requested iowriting by such Registered Owner or such assignee or assignees, inau
aggregate principal amount equal to the principal amount of any Certificate or Certificates so sor-
rcudrrcd, and payable to the appropriate Registered Owner, assignee,oz assignees, us the case may
be. If a�� Certificate orportion t�cccV fi'is assigned gned uo d transferred, each Certificate issued in
exchange therefor shall huvc 1b eo uznc principal maturity datooud bear interest m1 the same rate usthe
Certificate for which it is being exchanged. Each substitute Certificate shall bear [ettoranct/or
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number to distinguish it from each other Certificate. The Paying Agent/Registrar shall exchange or
replace Certificates as provided herein,and each fully registered Certificate or Certificates delivered
in exchange for or replacement of any Certificate or portion thereof as perinitted or required by any
provision of this Ordinance shall constitute one of the Certificates for all purposes of this Ordinance,
and may again be exchanged or replaced. It is specifically provided, however, that any Certificate
delivered in exchange 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 sane date as such
Certificate, but each substitute Certificate so delivered on or after such first scheduled interest
payment date shall be dated as of the interest payment date preceding the date on which such
substitute Certificate is delivered, unless such substitute Certificate is delivered on an interest
payment date, in which case it shall be dated as of such date of delivery;provided,however,that if at
the time of delivery of any substitute Certificate the interest on the Certificate for which it is being
exchanged has not been paid, then such substitute Certificate shall be dated as of the date to which
such interest has been paid in full. On each substitute Certificate issued in exchange for or replace-
ment of any Certificate or Certificates issued under this Ordinance there shall be printed thereon a
Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth in the FORM,
OF CERTIFICATE (the "Authentication Certificate"). An authorized representative of the Paying
Agent./Registrar shall, before the delivery of any such substitute Certificate, date such substitute
Certificate in the manner set forth above,and manually sign and date the Authentication Certificate,
and no such substitute Certificate shall be deemed to be issued or outstanding unless the
Authentication Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all
Certificates Surrendered 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
accomplish the foregoing exchange or replacement of any Certificates or portion thereof, and the
Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute
Certificates in the manner prescribed herein. Pursuant to Chapter 1206, Texas Government Code,
the duty of exchange or replacement of any Certificates as aforesaid is hereby imposed upon the
Paying Agent/Registrar,and,upon the execution of the Authentication Certificate,the exchanged or
replaced Certificate shall be valid, incontestable,and enforceable in the same mariner and with the
same effect as the Certificates which originally were delivered pursuant to this Ordinance,approved
by the Attorney General, and registered by the Comptroller of Public Accounts. The Initial
Certificate,to the extent of the unpaid or unredeemed principal balance thereof,may be assigned and
transferred by the initial Registered Owner thereof once only, and to one or more assignees
designated in writing by the initial Registered Owner thereof If the Initial Certificate or any portion
thereof is assigned and transferred or converted the Initial Certificate must be surrendered to the
Paying Agent/Registrar for cancellation, and each Certificate of Obligation issued in exchange for
any portion of the Initial Certificate shall have a single stated principal maturity date,and shall not be
payable in installments;and each such Certificate of Obligation shall have a principal maturity date
corresponding to the due date of the installment of principal or portion thereof for which the
substitute Certificate of Obligation is being exchanged;and each such Certificate of Obligation shall
bear interest at the single rate applicable to and borne by such installment of principal or portion
thereof for which it is being exchanged. If only a portion of the Initial Certificate is assigned and
transferred, there shall be delivered to and registered in the name of the initial Registered Owner
substitute Certificates of Obligation in exchange for the unassigned balance of the Initial Certificate
in the same manner as if the initial Registered Owner were the assignee thereof. If any Certificate of
Obligation or portion thereof other than the h-ritial Cei-tificate is assigned and transferred or converted
each Codifioateuf Obligation iSSuCdiuex therefor shall have the Sazne principal maturity dote
and bear interest at the ouo)c rate as the Certificate of Obligation for which it is exchanged. /\ fboo
of assignment shall bc printed or endorsed on each Cer\ fioateofObligation, excepting the Initial
Certificate, which shall be executed by the Registered Owner or its duly authorized attorney or
representative 10 evidence on assignment thereof.
/e\ General Characteristics. All Certificates issued io exchange o,replacement of any other
Certificate or portion thereof, (1) Shull bc isSomd in fully regi8tercd form, without interest coupons,
with the principal of and interest on such Certificates to be payable only to the Registered Owners
thtzcof, (11) may be redeemed prior to their scheduled maturities, /111\ may be transferred and
assigned,/iv\may be exchanged for other Certificates,(v)shal I have the character]sties,(vi)shall be
signed and sealed, and (vil) the principal of and interest on the Certificates shall be payable, all as
provided, and in the manner required or indicated, in the FORM OF CERTIFICATE.
(f) Fees. The Issuer shall pay the Paying /\gent/RrgiSVar'S reasonable and customary fees
and obur��s for o ak/n8 transfers o f Certificates, h but the cg/ot cred Owner o f aoy Certificates
requesting such transfer Shull pay any taxes Or other governmental charges required to be paid with
respect thereto. The }!egintered Owner of any Cetifiou1co requesting any exchange shall pay the
Paying Agent/Registrar's reasonable and standard or customary fees and charges for exchanging any
such Certificate or portion thezeof, together with any taxes orgovernmental charges required to be
paid with respect thereto, all as a condition precedent to the exercise of such privilege of exchange,
except, however, that in the cuSo of the exchange of an assigned and transferred Certificate or
Certificates or any portion or portions thereof in any Authorized Denomination, as provided in this
Ordinance,such fees and charges will be paid by the Issuer. In addition,the Issuer hereby covenants
with the Registered Owners of the Certificates that itwill (1) pay the reasonable and standard or
customary fees and charges of the Paying Agent/Registrar for its services with respect to die payment
of the principal of and interest on Certificates, when due, and (11) pay the fees and charges of the
Payiog/\geoL/1{egisTror for services with respect to the transfer or registration 0fCertificates mn\e|y
to the extent above provided, and with respect to the exchange of Certificates solely to the extent
above provided.
/g\SxccossorPuy/ng/4gen//Regis/ru/. The Issuer covenants with the Registered Owners of
the Certificates that 81 all times while the Certificates are outstanding the Issuer vi\] provide u
competent and legally qualified bank, trust company, flomocio| institution,0r other agency bz act as
and perfbom the services of Paying Agent/Registrar for the Certificates under this Ordinance, and
that the Paying /\gcodI<ogi3barvvi!l be one entity. The Issuer ccscrvco the right to, and may, at its
option, change the Paying }\gcod)lcgishar upon not lcoo than 60 days written notice to the Paying
Agent/Registrar. In the event thatthe entity at anytime acting as PayingAgent./Registrar(or its suc-
cessor by merger, acquisition, or other method) should resign orotherwise cease to act as ouob` the
}J8ucr covenants that promptly it will appoint 8 coonpcicnr and ]cgo{|y qualified outioo8| or state
banking institution which shall bea corporation organized and doing business under the laws ofthe
United States of America or of any state,authorized under such laws to exercise trust powers,subject
tomupervisinoorexurnioaboubyfedcro[ora1o1eautborih/`4odp/hoaegum|ificn1ioomsubstuotiallyaze
'mo i\oz to the previous Paying to act as Paying under this
9
Ordinance- Upon any change in the Paying AgentJRcglstrar, the previous Paying Agent/Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all, other
pertinent books and records relating to the Certificates,to the new Paying Agent/Registrar designated
and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly
will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered
Owner of the Certificates, by United States mail, first-class,postage prepaid,which notice also shall
give the address of the new Paying Agent/Registrar. By accepting the position and performing as
such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this
Ordinance,and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(h) Redemption Notice. Each redemption 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 of the Certificates, the series, the date of issue,the interest
rate, the maturity date, the CUSW number, the amounts called of each Certificate, the publication
and mailing date for the notice,the date of redemption,the redemption price,the name of the Paying
Agent/Registrar and the address at which the Certificate may be redeerned including a contact person
and telephone number. All redemption payments made by the Paying Agent/Registrar to the
Registered Owners of the Certificates shall include a CUSIP number relating to each amount paid to
such Registered Owner.
(1) Reporting Requirements. With respect to the Certificates, to the extent required by the
Code and the regulations promulgated thereunder, the Paying Agent/Registrar shall, report to the
Registered Owners and the Internal Revenue Service(i)the amount of"reportable payments", if any,
subject to backup withholding during each year and the amount of tax withheld, if any,with respect
to payments of the Certificates, and (11) the amount of interest or amount treated as interest on the
Certificates and required to be included in the gross income of the Registered Owner thereof.
Section 7. FORM OF CERTIFICATES. That the form of the Certificates, including the
form of the Authentication Certificate, the form of Assignment and the form, of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the
Certificates initially issued and delivered pursuant to this Ordinance, respectively, shall be in
substantially the form as set forth in Exhibit A attached hereto, with such appropriate variations,
omissions, or insertions as are permitted or required by this Ordinance. The printer of the
Certificates is hereby authorized to print on the Certificates (1) the form of bond counsel's opinion
relating to the Certificates, and (6) an appropriate statement of insurance furnished by a municipal
bond insurance company providing municipal bond insurance,if any,covering all or any part of the
Certificates.
Section 8. INTEREST AND REDEMPTION FUND. That a special fund or account,to be
designated the"City of Fort Worth,Texas Combination Tax and Revenue Certificates of Obligation
Series 2013A Interest and Redemption Fund" (the"Interest and Redemption Fund")is hereby created
and shall be established and maintained by the Issuer. 'The Interest and Redemption Fund shall be
kept separate and apart from all. other funds and accounts of the Issuer, and shall be used only for
paying the interest on and principal of the Certificates. All ad valorem taxes levied and collected for
and on account of the Certificates shall be deposited, as collected, to the credit of the Interest and
10
Redemption Fund. During each year while any ofthe Certificates are outstanding and unpaid, the
governing body of the Issuer shall compute and ascertain the rate and amount of ad valorem tax,
based oo the latest approved tax rolls o[the Issuer, with full allowances being made for tax delin-
quencies and the cost of tax collections, which will besuffioicu110 raise and produce the money
nognircd to pay the interest 0u the Certificates as such interest comes due, and to provide asinking
ftind to pay the principal of the Certificates as such principal matures, but never less than 2%of the
original amount of the Cedifioutcsosu sinking foodeach year. Said rate and amount ofadvalorem
tax is hereby ordered to be levied against all taxable property in the Issuer for each year while any of
the Certificates are outstanding and unpaid, and said od valorem tax shall be assessed and collected
each such year and deposited to the credit n{the Interest and Redemption Fund. Said ad va|ozcro
taxes necessary to pay the interest on and principal of the Certificates,as such interest comes due and
such principal oon1orts, are hereby pledged for such payment, within the limit prescribed by }ovv. If
proceeds from the sale of the Ccdifiouteorepresenting accrued interest shall be 0n deposit io the
Interest and {lcdcoupti0o Food in advance of the time when ad valorem taxes are scheduled to be
levied for any year,then the amount of taxes which otherwise would have been required to be levied
may be reduced 10 the extent and by the amount of the accrued interest then*o deposit io the Interest
and Redemption Fund.
Section 9. REVENUES. That the Certificates ofOh},cai�oo are additionally secured by and
shall bc payable front the Surplus Revenues. The Surplus Revenues are pledged bv the City pursuant
t0 authority 0f Chapter l5U2,Texas Government Code, specifically Section }502.058thereof. '[he
City shall promptly deposit the Sur-plus Revenues upon their receipt to the credit of the Interest and
Redemption Fund created pursuant to Section 8,no pay the principal and interest 0o the Certificates
of Obligation. The amount of Surplus [levcooco pledged To the payment of the Certificates of
Obligation shall not oxo tc d $1,000. Notwithstanding the requi reoen1 s o f Section 8, if
revenues,
including Surplus Revenues, 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 ad valorem taxes which otherwise would have been required to be levied
pursuant to Section X may bc reduced tothe extent and by the amount of revenues then on deposit jn
the Irncrestand Redemption Fund Or budgeted for deposit therein.
Section lO. TRANSFER. That the Issuer shall d0 any and all things necessary t0
accomplish the transfer of moneys to the Interest and Redemption Fund of tMs issue in ample time to
pay such items 0f principal and interest due oo the Certificates os shall become due and mature oo
any ioiorcs| pu}onnnt date, at maturity or by redemption prior to maturity. ]�`c Paying
Agent/Registrar shall destroy all paid Certificates and furnish the City with an appropriate ucdiflonto
of cancellation Ozdestruction.
Section l}. SECURITY FOR FUNDS; INVESTMENTS. (a) Security; Ann//oud0o of
Chapter/206( 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 Ioltrts1 and Redemption Fund shall be used only for the purposes and in the manner
permitted or required by this Ordinance. Cbuytcx l208, Texas Government Code, applies to the
issuance of the Certificates and the pledge Ofad 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
ll
law is amended at my 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 g, Texas Business & C onocrco Code, then i'u md�r to �r��c�vc toth
the
Registered Owners of the Certificates the perfection of the security interest in said pledge, the City
agrees to take such measures as it dc1ccoziocs are reasonable and necessary under Texas law 10
comply with the applicable provisions of Chapter g`Texas Business&Commerce Code and enable u
filing tn perfect the security interest io said pledge n> occur.
(b)Investments. That money io any Fund or Account established by this Ordinance may, u1
the option of the City, be invested /o El/gib)e I ovex 1 000 tS; provided that all such deposits and
investments shall have a par value(or market value when less than par)exclusive of accrued interest
at all times at least equal to the amount of money credited to such Funds or Accounts, and shall be
roodn in such manner that the runooy required to be expended from any Fund or Account will be
uvui|ab]eut the proper time ordn000�and provided,further,that the investment of such moneys shall
bc governed by and consistent with the City's investment policy. Such investments shall be valued io
teonSof current market value ooVf the last day Ofeach Fiscal Year,except that direct obligations nf
the United States (State and [nou} Government Series) in book-entry form shall be continuously
valued at their par or face principal amount. Such iovtStnoeoto shall be sold promptly when
necessary to prevent any default io connection with any Certificates.
Section 12. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATES. (») Replacement Certificates. That iu the event any outstanding Certificate is
damaged,nootiln1cd` lost, stolen,or destroyed,the Paying/\gen1/Registraroha|} cause 10 be printed,
executed, and delivered, aocvv Codifico1u of the same principal amount, maturity,and interest rate,
uS the damaged, mutilated, lost, stolen, or destroyed Certificate, in replacement for such Certificate
in the manner hereinafter provided.
(b) A»»//cu/i"u/or Replacement Cer/ificutes That application for replacement mfdamaged,
mutilated, lost, stolen,or destroyed Certificates shall be made by the Registered Owner thereof to the
Puyiog /\goot/Regio1rar. To every case ofloss, theft, or destruction ofaCertificate, the Registered
(}vvoer applying for a replacement Certificate shall furnish to the luSucr and 10 the Paying
Agent/Registrar such security or indemnity as may be required by them io save each ofthem
harmless from any loss Or damage with respect thereto. Also, in every uaSn of loss, theft, or
destruction of Certificate, the Registered Owner shall furnish t0 the Issuer and to the Paying
/\gco1/Regiotrurcvidcooe to their satisfaction of the loss, theft,or destruction of such Certifioart`as
the case may be. To every case of damage or mutilation o{a Certificate,the Registered Owner shall
surrender to the Paying /\gcot[(egiutror for cancellation the Certlfica1coo damaged Ormutilated.
/c\ /Vo Default Occurred. That ootvvi1bstanding the foregoing provisions of this Section, in
the cvro1 any such Ccdifimxtc shall have matured, and no default has occurred which is then
o0o{iouiog in the payment of the principal of 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 of damaged or cuoti]uLed Certificate) instead of issuing u replacement Certificate, provided
security or indemnity isfurnished aS above provided iothis Section.
12
(d) Charge for Issuing Replacement Certificates. That prior tV the issuance of any
replacement Certificate, the Paying /\ istraz shall- charae the Registered (lv/oez of such
Certificate with all legal, printing, and other expenses in connection therewith. Everyzrplaccroeot
Certificate issued pursuant to the provisions 0fthis Section by virtue mf 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 0f this Ordinance equally and proportionately with any and all other
Certificates duly issued under this Ordinance.
(c) Authorilyjbr IssuingReplacement Certificates,. That io accordance with Chapter }2O6,
Texas Goverru-nent Code,this Section of this Ordinance shall constitute authority for the issuance of
any such replacement Certifioa1ewithout necessity of further action by the Issuer oz any other body
oz person, and the duty Of the replacement oF such Certifioa&:cis hereby authorized and imposed
upon the Paying/\gcot/Rcgiotou,and the Paying Agent/Registrar shall authenticate and deliver such
Cedifioateoiotbcfbooaodnouonczaudvviththenffeot,asycovidedinSeotion6(a)ofthio[)rdinunoe
for Certificates issued io conversion and exchange of other Certificates.
Section 13. FEDERAL[N COME TAX MATTERS. That the Issuer covenants torefrain
from any action which would adversely affect, or to take such action uy to cnooze` the treatment of
the Certificates oo obligations described in section 103 of the Code, the interest onwhich is not
includable in the "gross inonooe" of the holder for purposes of federal income taxation. In
furtherance 1hcrcof, the Issuer covenants as follows:
(n) to take any action to assure that no more than 10 percent of the proceeds of the
Certificates (loSa aoononb deposited to a reserve fund, if any) are used for any ''pdvu1e
business une," as defined in section l4l(b)(6)of the Code or, if more than ]D percent ofthe
proceeds are sO used, that amounts, whether 0r not received by the Issuer, with respect b)
such private business use, do not` under the terms ofthis ()rdioaooc or any underlying
arrangement,directly oz indirectly, secure ocprovide for the payment of more than 10 percent
of the debt service 0o the Cedifioateo in I4l(�)(2) Oft�cCodc�`
, ` '` '
(b) to take any action to assure that in the event that the "private business use"
described io subsection(a) hereof exceeds percent of the proceeds of the Certificates(less
amount deposited into 4 reserve fund, if any) then the amount iu excess 0[5 percent iSused
for"private business use" vvhiob is "related"and not"disproportionate",within the meaning
of section l4l(b)(3)of the Code,tothe governmental use-(c) to take any action tn assure that
no amount which is greater than the lesser of$5,000,000, or five percent of the proceeds of
the Ccrtifinu1cn (less anoouoio deposited into artncrvu fund, if any) is directly orindirectly
used to finance loans 10 persons, other than Stn10 or local governmental, units, in
contravention of section l4l(u) of the Code;
(d) to refrain from taking any action which would otherwise result in the Certificates
being tre8 t d �3 "private activity h 0o d " wit1iin the meaning 0 f section l4l(b) of the Code;
13
(e) to refrain from taki�a�m�ioo�a1would���in1�Cc�fic�s�i�"]��
ally guaranteed" within the meaning of section l49(b) oF the Code;
0 to refrain from using any portion ofthe proceeds of the Certificates, directly or
indirectly, to acquire 0zk/ replace fLiod9 which were used, directly 0r indirectly, tu acquire
investment property (as defined in section 1.48(F)/2\ of the Code) which produces a
materially higher yield over the term of the Certificates, other than investment property
acquired with -
(l) proceeds 0f the Certificates invested for a reasonable temporary period
until such proceeds are needed for the purpose for which the Certificates are issued,
(2) amounts invested ioa bona fide debt service fund,within the meaning
of section 1.148 1(b) Of1hrT7egolu1iooS, und
(J) amounts deposited io any reasonably required reserve orreplacement
fund to the extent such amounts du not exceed l0 percent Vfthe proceeds of the
Certificates;
(v) 1n otherwise restrict the use o[the proceeds o[the Certificates oz amounts treated
aa proceeds n[the CertifioatcS,a3may be necessary,qo that the Certificates d0 not otherwise
contravene the requir coontsoFseo\ionl48oF1he Code(relating 10 arbitrage)and,t0 the ex-
tent npy]xta b|e, section ]4g(d) of th d (relating to advance refundzogs\, and
(h) to pay to the Uruited States of America at least once during each five-year period
(beginning on the date of delivery of the Certificates) an amount that is at least equal to 90
percent of the "Excess Earni ugo,' within the meaning o[section 1.48( ) of the Code and t
o
pay t0 the {/nitcd States oF}\nzeniou, not later than 60 days after the CerLifiomteshave been
paid infull, 100 percent of the amount then required to be paid as a result of Excess Earnings
under section l48/RoFthe Code.
For purposes o[the foregoing (a) and (b), the Issuer understands that the term "prnceodo" includes
"disposition proceeds" as defined in the regulations promulgated by the L{.S. T}ep8dn/eot of the
Treasury pursuant to the Code (the "Regulations") and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds expended prior tothe date nF issuance ofthe
Certificates. It is the understanding of thelssuer that the covenants contained herein are intended to
assure compliance with the Code,the Regulations,0rrulings promulgated by the\J.S.Department 0f
the Treasury pursuant to the Code. >o the event that regulations or ruling are hereafter promulgated
which modify orexpand provisions of the Code, 8s applicable t0 the CertifiCates,the Issuer will not
be required to comply with any covenant contained herein to the extent that such failure to comply,
io the opinion of nationally-recognized bond counsel, will not adversely affect the exemption frozo
federal income taxation oF interest oo the Certificates oodtrsection l030[the Code. In the event
that regulations or rulings are hereafter promulgated wluich impose additional requirements wNch are
applicable to the Certificates, the Issuer agrees to comply with the additional requirements to the
extent necessary, in the opinion of national ly-recogri-i zed bond counsel, to preserve the exemption
14
from federal income taxation of interest on the Certificates under section 1.03 of the Code. In
furtherance of such intention,the Isstier hereby authorizes and directs the Mayor,the City Manager,
any Assistant City Manager, the person acting in the capacity as Chief Financial Officer of the City
and the City Treasurer to execute any documents,certificates or reports required by the Code,arid to
make Such elections on behalf of the Issuer which may be permitted by the Code as are consistent
with the purpose for the issuance of the Certificates.
In order to facilitate compliance with clause(h)above,a"Rebate Fund" is hereby established
and field by the Issuer for the sole benefit of the United States of America, and such Fund shall not
be subject to the claim of any other person, including without limitation the holders of the
Certificates. The Rebate Fund is established for the additional purpose of compliance with section
148 of the Code.
Until superseded by another action of the City, the written procedures to ensure compliance
with the covenants contained herein regarding private business use,remedial actions, arbitrage and
rebate approved by the City in the ordinance adopted July 24,2012, with respect to the issuance of
City of Fort Worth,Texas Water and Sewer System Revenue Refunding Bonds, Series 2012, apply
to the issuance of the Certificates.
Section 14. ALLOCATION OF,AND LIMITATION ON,EXPENDITURES FOR THE
PROJECT.That the Issuer covenants to account for the expenditure of proceeds from the sale of the
Certificates and any investment earnings thereon to be used for the purposes described in Section 2
of this Ordinance(each such purpose shall be referred to herein and Section 15 hereof as a"'Project")
on its books and records in accordance with the requirements of the Code. The Issuer recognizes that
in order for the proceeds to be considered used for the reimbursement of costs,the proceeds must be
allocated to expenditures within 18 months of the later of the date that (a) the expenditure on a
Project is made or(b) such Project is completed; but in no event later than three years after the date
on which the original expenditure is paid. The foregoing notwithstanding,the Issuer recognizes that
in order for the proceeds to be expended under the Code, the sale proceeds or investment earnings
must be expended no more than 60 days after the later of(a) the fifth anniversary of the date of
delivery of the Certificates or(b)the date the Certificates are retired. The Issuer agrees to obtain the
advice of nationally-recognized bond counsel,if such expenditure falls to comply with the foregoing
to assure that such expenditure will not adversely affect the tax-exempt status of the Certificates. For
purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an
opinion from nationally-recognized bond counsel to the effect that such failure to comply will not
adversely affect the excludability for federal income tax purposes from gross income of the interest.
Section 15. DISPOSITION OF PROJECT. That the Issuer covenants that the property
constituting a Project will not be sold or otherwise disposed in a transaction resulting in the receipt
by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally-
recognized bond counsel substantially to the effect that such sale or other disposition will not
adversely affect the tax-exempt status of the Certificates. For purposes of this Section,the portion of
the property comprising personal property and disposed of in the ordinary course of business shall
not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of
this Section,the Issuer shall not be obligated to comply with this covenant if it obtains an opinion of
a nationally-recognized bond counsel to the effect that such failure to comply will not adversely
affect the excludability for federal. income tax Purposes from gross Income of the interest.
Section 16. CONTINUING DISCLOSURE OBLIGATION. (a) Annual Reports. That
the City shall provide annually to the MSRB, within six months after the end of each fiscal year
ending in or after 201.3, financial information and operating data with respect to the City of the
general type described in Exhibit B hereto. Any financial statements so to be provided shall be (1)
prepared in accordance with the accounting principles described in Exhibit B hereto, or such other
accounting principles as the City may be required to employ froin time to time pursuant to state law
or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is
completed within the period during which they must be provided. If the audit of such financial
statements is not complete within such period, then the City shall provide unaudited financial
statements by the required time, and shall provide audited financial statements for the applicable
fiscal year to the MSRB, when and if the audit report on such statements becomes available.
(11) If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required to
provide financial information and operating data pursuant to this Section. 'The financial information
and operating data to be provided pursuant to this Section may be set forth in full in one or more
documents or may be included by specific reference to any document(including an official statement
or other offering document, if it is available from the MSRB) that theretofore has been provided to
the MSRB or filed with the SEC. Filings shall be made electronically,in such format as is prescribed
by the MSRB.
(c) Disclosure Event Notices. The City shall notify the MSRB of any of the following events
with respect to the Certificates, in a timely manner not in excess of ten Business Days after the
occurrence of the event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability,Notices of Proposed Issue(IRS
Form 5701-TEB) or other material notices or determinations with respect to
the tax status of the Bonds,or other material events affecting the tax status of
the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds,if
material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the City;
16
13. The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City,other than in
the ordinary course of business, the entry into a definitive agreement to
undertake such an action or the termination of a definitive agreement relating
to any such actions, other than pursuant to its terms, if material; and
1.4. Appointment of a successor Paying Agent/Registrar or change in the name of
the Paying Agent/Registrar, if material.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide financial
information or operating data in accordance with subsection(b) of this Section by the time required
by subsection (a). As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or
similar event" means the appointment of a receiver, fiscal agent or similar officer for the 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
or business of the City,or ifjunsdiction 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,or the entry of an order confirming a plan of reorganization,arrangement or liquidation by
a court or governmental authority having supervision or jurisdiction over substantially all of the
assets or business of the City.
(d) Limitations, Disclaimers, andAmendments. (1) The City shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the City
remains an "obligated person"with respect to the Certificates within the meaning of the Rule,except
that the City in any event will give notice of any deposit made in accordance with this Ordinance or
applicable law that causes any Certificates no longer to be outstanding.
(11) The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Certificates, and nothing in this Section,express or implied, shall give any benefit or,
any legal or equitable right,remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial infon-nation,operating data,financial statements,and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other infon-nation that may be relevant or material.to a complete presentation of the City's financial
results,condition,or prospects or to update any information provided in accordance with this Section
or otherwise, except as expressly provided herein. The City does not make any representation or
warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at
any future date.
(ill) UNDER NO cfRcumsTA-NCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNTER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN
CONTRACT OR TORT,FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY
BREACH BY THE CITY,WHETHER NEGLIGENT OR.WITHOUT FAULT ON ITS PART,OF
ANY COVENANT SPECIFIED E\ THIS SECTION,BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR. MANDAMUS OR SPECIFIC
PERFORMANCE.
17
(1v) No default 6v the City io observing or perforining its obligations uodtrt1tis Section shall
comprise o breach of or default tinder the Ordinance for purposes o[any other provision ofthis
Ordinance. Nothing in this Section is intended or shall act to disclaim,waive,or otherwise limit the
duties 0f the City under federal and state securities laws.
/«\ Should the Rule be amended to obligate the City to make filings with or provide notices
k)entities other than the MSft0` the City agrees tn undertake such obligation io accordance with the
Rule u3amended.
(vi) The provisions of this Section may be amended by the City from time|o time to adapt no
changed circumstances that arise from n change in legal requirements, a change in kaw, or change
in the identity, naturc, atoTus, ortypenfnpnrotoosuf1heC , bo1oo|vi[(DthcynovisiocooFdhis
Section, as So amended, would have permitted �
� o�underwriter or sell Certificates in the
primary offering of the Ccdifiouirs in compliance with the _n_k-` taking,into account
any
amendments or interpretations of the Rule since Such offering as well as such changed circoozotaoccm
and /2\ either (a) the holders nfo majority in o&ETegate principal amount (or any greater amount
required by any other provision of this Ordinance that authorizes such �naoco d cot n F the
outstanding Certificates consent to such amendment oz(b)a person that io unaffiliated with the City
(such 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 City so amends the
provisions of this Section, it shall include with any amended financial information or operating data
next provided in accordance with subsection(b) of this Section an explanation,in narrative form,of
the reason for the amendment and nf the impact of any change io the type oFfinoncia\ information or
operating data so provided. The City may also a0000d or rcpco} the provisions of this continuing
disclosure agreement if the SEC amends or repeals the applicable provision of the Rule nra court of
final jurisdiction entersJudgment that such provisions of the Rule are invalid, but only iF and tothe
extent that the provisions of this sentence woiild notprevent an underwriterfrom lawfully purchasing
nz sell ing Certificates in the primary offering of the Certificates.
Section 17. Dl[C REGISTRATION. That the Certificates initially shall be issued and
delivered in such manner that no physical distribution of the Certificates will be made to the public,
and The Depository Trust Company("T)][C"),New York,New York, initially may act uSdepository
for the Certificates. Tl7C has represented that it is limited purpose trust company incorporated
under the laws of the State of New York, o member of the Federal Reserve System, u "clearing
corporation" vvbhiu the meaning of the New York lJoifoom Commercial Code, and u "clearing
agency" registered underSection l7Aofthe Securities Exchange Act oflg34,as amended,and the
City accepts,but iono way verifies, such representations. The dcfiziltivcCodjfioatos delivered nnthe
Purchaser shall be registered in the name of CEDE&CO.,the nominee of DTC,and DTC shall hold
the Certificates oo behalf of the Purchaser. Sn long us each Certificate is registered io the oan\oof
CEDE&CO.,the Paying Agent/Registrar shall treat and deal with DTc the same io al] respects a9if
it were the actual and beneficial owner thereof DTC may maintain a book-entry systern which will
identify nvvnnr3biy of the Certificates in integral anz0001s of$5,000, with transfers nfovvncrs}tip
being effected on the records of DTC and its participants pursuant to rules and regulations
established by thern,and.that the Certificates initially deposited with DTC shall be immobilized and
lX
not be further exchanged for substitute Certificates except as hereinafter provided. The City is not
responsible nr liable for any functions ofDTC,will not be responsible for paying anyfeesnr charges
with ccuycc� k/ its services, will not be responsible or liable for maintaining,
supervising, or
reviewing the records oFDTCur its participants,orprotectingaoyintoreo{sorrightsofthebeneficial
owners ofthe Certificates. It shall be the duty of the DTC Participants to makeall arrangements with
T)'[C1Oestablish this book-entry system,the beocfioiG}ownership of the CcrtifioateS,and the method
o[paying the fees and charges of[)TC. The City does not represent,nor does itio any way covenant
that any book-entry system established with T)]`C will be maintained in the future. }f for any reason
should any of the originally delivered Certificates duty file with the Paying f\gent/FLegiotrurp/ith
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 wili be no assurance or representation
that any book-entry system will be maintained for such Certificates. The City heretofore has
executed u "Blanket I.ottcz ofRepresentations" prepared by T)TC in order to irop]crocu1 the book-
entry system described above.
Section 18. DEFAULT AND R-EMEDIES.
(u) Eventx »f/}e/ao/t. That each ofthe following occurrences or events for the purpose oF
this Ordinance iS hereby declared 10bCan "Event oƒ|)efau(t":
/1\ the failure 10 make payment of the principal of or interest on any of the
Ccoifioutnmwhen the same becomes due and payable; or
/11\ default in the performance or observance of any other covenant, agreement or
obligation of the City,the failure to perform which materially,adversely affects the rights of
the Registered Owners of the Certificates, ,n o/ dxng` b too t limited to, their prospect
or
ability to be repaid in accordance with this Ordinance, and the o0uiinuuti0o thereof for a
period of60 days after notice 0Fsuch default i3given by any Registered Owner tO the City.
(b) /7exneuies /br De/4u/t.
( ) Upon the happening of any reu 1 of Default, then and in every case, any
Registered Owner ozaoauthorized representative thereof, including, but not limited t0` a
trustee Or trustees therefor,may proceed against the City,0r any 0ffioi8\,officer Vremployee
Of the City io their official capacity,for the purpose Of protecting and enforcing the rights Oƒ
the Registered Owners under this Ordinance, bymandamus or other suit, action orspecial
proceeding in equity or at law,in any court of competent jurisdiction,for any relief permitted
by law, including the spccifioperformance of any covenant oc agreement contained herein,nr
thereby to n 'oluaoyuotocthing1ha1ouaybeun\mv[u\ orio violation of any right ofthe
Registered Owners hereunder oc any combination oF such remedies.
(ii) Ttis provided that all such proceedings shall bc instituted and maintained for the
equal benefit of all Registered Owners of Certificates then outstanding.
(o) Remedies Not Exclusive.
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(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or under the 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.
(ii) 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 Linder 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.
(iv) 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
liability,or be held personally liable to the Registered Owners under any term or provision of
this Ordinance, or because of any Event of Default or alleged Event of Default under this
Ordinance.
Section 19. ESCROW AGREEMENT FOR SALE OF CERTIFICATES TO ACQUIRE;
MAINTENANCE FACILITY. That the City shall take such steps as may be required in
connection with the sale of the Certificates for the acquisition of the Maintenance Facility to cause
the Corporation to deposit the proceeds of the Certificates paid to the Corporation into an escrow
fund, and that the funds so deposited shall be held and invested in such a manner that the escrow
ftind will contain funds sufficient to retire in full the outstanding bonds issued by the Corporation on
their first available redemption date.
Section 20. 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 in writing to act for said Comptroller) shall manually sign the Comptroller's
Registration Certificate attached to such Certificates, and the seal of said Comptroller shall be
impressed, or placed in facsimile, thereon.
Section 21. OFFICIALS AUTHORIZED TO ACTON 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,
employees, and agents of the City, and each of them, shall be and they are hereby expressly
20
authorized, empowered, and directed from time to tinne and at any time to do and perforin all such
acts and things and to execute, acknowledge, and deliver io the name and under the seal and on
behalf ofthe City all Such iontcunoCo1S, whether or not herein mentioned, as may be necessary or
desirable in order to carry out the 1cnns and provisions of this Ordinance, the Certificates, the
offering documents prepared in connection with the Sa|o of the Certificates, or the Paying
Agent/Registrar Agreement. In case any officer vvbone signature appears on any Certificate shall
cease t0 be such officer before the delivery of such Certificate, such signature shall nevertheless be
valid and sufficient for all purposes the Saooea8 if fie or she had remained in office until. Such
delivery.
,Section 22 INTEREST EARNINGS. That the interest earnings derived from the
investment of proceeds from the sate of the Certificates may be used along with other proceeds for
the construction of the Pononutot improvements set forth in Section 2 hereof for which the
Certificates are issued; �r0vi��� that after u0rup\�1i0oOfSuo� p�onau�o1 irupzovecueots` if any nf
such interest earnings remain on hand, such interest earnings shall be deposited io the Interest and
Tlcdcrup1ioo Fund. It is further provided,b0vvuvcr, that any interest earnings ooproceeds which are
required tObc rebated 10 the United States of America pursuant 10 this Ordinance hereof io order to
prevent the Certificates from being arbitrage bonds shall be So rebated and not considered as interest
earnings for the purposes Df this Section.
Section 23. DEFEASANCE. (8) /)o/eoxed Certificates. That any Certificate and the
interest thereon shall be deemed to be paid, retired and no longer outstanding (u ''T}cfeaaod
Cortificate'/)within the meaning of this Ordinance,except to the extent provided io subsection/c\0f
this Section, when payment oF the principal of such Certifioatc,plus interest thereon 10 the due date
(whether such due date be6y reason oF maturity or otherwise) either /i\ shall have been made or
caused tobc made io accordance with the terms thereof, or (ii) shall have been provided for 000r
before such due date by irrevocably depositing with or making available to the Paying
Agent/Registrar in accordance with 8n escrow agreement 0rother instrument (the "Future Escrow
/\gTcorueut'')for such payment(l) lawful money of the United States oF America ouffinieott0make
such payment or (2) Defeasance Securities that mature as to principal and interest iu such amounts
and at Such times as will insure the availability,without reinvestment,of sufficient money to provide
for such payment, and when proper arrangements have been made by the Issuer with the Paying
Agent/Registrar for the payment ofits services until all Defeased Certificates shall have become due
and payable. /4t such time aSa Certificate shall ke dceroedtobcaT)efeaSed Certificate hereunder,aS
aforesaid, such Certificate and the interest thereon shall oo longer be scoured by, payable from, or
entitled to the benefits of,the ad valorem taxes or revenues herein levied and pledged as provided in
this Ordinance, and such principal and interest shall be payable S0}c}y from Such money or
T}c1eaynooc Securities.Notwithstanding any other provision ofthis Ordinance to the contrary, it is
hereby provided that any determination not to o:dcoro T)ofeaSod Certificates that i3 made in
conjunction with the payment arrangements specified in subsection 23(a)/1) or (11) shall not be
irrevocable, provided that in the proceedings providing for such payment arrangements, the Issuer
expressly (l) reserves the right to call the T)oteoscd Certificates for redemption-, (2) gives notice of
the reservation of that right tothe owners of the Z)cfeosedCertificates im-mediately following the
making of the payment arrangements;and (3)directs that notice of the reservation be included in any
redemption notices that itauthorizes.
21
(b) Investment in Defeasance Securities. Any moneys so deposited with the Paying
A.gentJR.egistrar may at the written direction of the Issuer be invested in Defeasance Securities,
maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance
Securities received by the Paying Agent/Registrar that is not required 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 23(a)(1) or (11). All income from such
Defeasance Securities received by the Paying Agent/Registrar which is not required for thepayment
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 AgentlRegistrarServices. TJnt1I 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 same as if they had not been defeased, and the Issuer shall make
proper arrangements to provide and pay for such services as required by this Ordinance.
(d) Selection o Certifi sates far Deftasance. 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 24. 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 25. 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 impart the singular number shall be considered to include the plural nturiber 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.
22
Section 26. IMMEDIATE EFFECT. That in accordance with the provisions of Section
1201.028,Texas Government Code,this Ordinance shall be effective immediately upon its adoption
by the City Council.
Section 27. 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 F , Texas
ATTEST:
City Secret
City of Fort )' rth, exas (SEAL)
APPROVED AS TO FORM AND LEGALITY:
City Attoimnj,
City of" rt Worth, Texas
Signature Page—Ordinance Authorizing Issuance of'Certificates of Obligation
23
Exhibit A
to
Ordinance
FORM OF CERTIFICATE
NO.
tTNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOH].\ISON
CITY OF FORT WORTH, TEXAS
COMBINATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION
SERIES 2013A
MATURITY DATE INTEREST RATE DELIVERY DATE CUSIP
September 26, 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 _ ortothe
registered assignee hereof (either being hereinafter called the "registered owner") the principal
amount of
DOLLARS
and to pay interest thereon, from the Delivery Date specified above,to the Maturity Date specified
above, or the date of its 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 serniannually 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
"Certificate Ordinance")to be on deposit with the Paying Agent/Registrar for such purpose as herein-
after provided; and such check shall be sent by the Paying Agent/Registrar by United States mail,
A-1
first-class,postage prepaid,on each such interest payment date,to the registered owner hereof,at
address as it appeared on the fifteenth day of the month preceding each such date(the"Record Date")
on the Registration Books kept by the Paying Agent/Registrar,as hereinafter described. Any accrued
interest due at maturity or redemption as provided herein shall be paid to the registered owner upon
presentation and surrender of this Certificate for payment at the Designated Trust Office of the
Paying Agent/Registrar. The Issuer covenants with the registered owner of this Certificate that on or
before each principal and interest payment date 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 iminediately 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(air
"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/R.egistrar, 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 b 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 ban-king 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 (lay which is riot 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 15,2013, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
$46,095,000, FOR THE PURPOSE OF PROVIDING PART OF THE FUNDS 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
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
A-2
securities depository for the Certificates, if fewer than all 0f the Ccrbfiootes0f the Surr`e and
bearing the same interest rate are to be red*erz ed, the particular Certificates of such maturity and
bearing such interest rate shall bc selected io accordance with the arrangements between the Issuer
and the securities depository.
THE CERTIFICATES are also subject k>mandatory redemption iopart by lot pnzsunoi1mthe
terins of the Ordinance, on March I in each of the years 2031 and 2032, with respect to Certificates
maturing March l,2033, io the following years and io the following amounts, n1u price equal iothe
principal aoz V nn t thereof and accrued and oopm/d zot rrc sL t0 the date of redemption, without
premium:
Year
2031 2,105,000
2032 2,105,000
2033* 2`105,000
*
Final Maturity
T0 the extent, however, that Certificates sub jccttn sinking fund redemption have been previously
purchased or called for redemption in pad and otherwise than from 4 siokioQ fund redemption
payment, each annual sz ok�o�fund �ayo�n tfor such Certificates S h ll be reduced by the amount
obtained by multiplying the principal amount of Certificates on purchased or redeemed bythe ratio
which each remaining annual sinking fu_rid redemption payment for such Certificates bears to the
total remaining sinking fund payments, and byrounding each such payment to the nearest $5,000
integral; provided,that during any period in which ownership mf the Ccdifivates is determined only
byubook 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 0F any such redemption nfCcrhfica1co shall he given in the following manner,to-
wit, a written notice of such redemption shall be given to the registered owner oF each Cedlfic4toor
a portion thereof being called for redemption not more than 60 days nor less than 30 days prior tothe
date fixc dfor such redemption b depositing such notice i o thcUnited States mail,first-class postage
prepaid,addressed to each such registered op/ocz o1 his address shown on the Registration Books of
the Paying/\gen1/llogioLroc. Any notice oo mailed shall he conclusively presumed to have been duly
given notwithstanding whether one or more registered owners may have failed to have received such
notice. /3y the date fixed for any such redemption due provision shall bcmade by the Issuer with the
Paying z\goot/R.c8iobar for the payment of the required redemption price for this Certificate 0rthe
portion hereof which in to be 3o redeemed, plus accrued interest thereon to the du1c fixed for
redemption. {f such notice of redemption iS given,and if due provision for such payment i3 made,all
ua provided above, this Certificate, 0r the portion hereof which iStobcao redeemed, thereby auto-
matically ahallbertdencoed prior to its scheduled maturity, and shall not bear interest after the date
fixed for its redemption, un d shall no tbtregarded ao bo/n8outstanding except for the right of the
registered owner to receive the redemption price plus accrued interest 10 the date fixed for
}\-3
redemption from the Paying Agent/Registrar out of the funds provided for such payment. The
Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of
this Certificate or any portion hereof. If a portion of any Certificate shall be redeemed a substitute
Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any
Authorized Denomination,at the written request of the registered owner,and in aggregate principal
amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the
surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Ordinance.
AS PROVIDED rN THE CERTIFICATE ORDINANCE,this Certificate may,at the request
of the registered owner or the assignee or assignees hereof,be assigned, transferred,and exchanged
for a like aggregate principal amount of fully registered certificates, without interest coupons,
payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the
same maturity date, and bearing interest at the same rate, in any Authorized Denomination as
requested in writing by the appropriate registered owner,assignee,or assignees,as the case may be,
upon surrender of this Certificate to the Paying Agent/Registrar at its Designated Trust Office for
cancellation, all in accordance with the form and procedures set forth in the Certificate Ordinance.
Among other requirements for such assignment and transfer,this Certificate must be presented and
surrendered to the Paying Agent/Registrar at its Designated Trust Office, together with proper
instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof in any
Authorized Denomination to the assignee or assignees in whose name or names this Certificate or
any such portion or portions hereof is or are to be transferred and registered. 'The form of Assign-
ment printed or endorsed on this Certificate may be executed by the registered owner to evidence he
assignment hereof, but such method is not exclusive, and other instruments of assignment
satisfactory to the Paying AgentJRegistrar 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
or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid
by the Issuer. 'The one requesting such exchange shall pay the Paying Agent[Registrar's reasonable
standard or customary fees and charges for exchanging any Certificate or portion thereof. In any
circumstance, any taxes or governmental charges required to be paid with respect thereto shall be
paid by the one requesting such assignment, transfer, or exchange as a condition precedent to the
exercise of such privilege. In any circumstance, neither the Issuer nor the Paying Agent/Registrar
shall be required (1) to make any transfer or exchange during a period beginning at the opening of
business 30 days before the day of the first mailing of a notice of redemption of the Certificates and
ending at the close of business on the day of such mailing, or (2) to transfer or exchange any
Certificates so selected 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
by the registered owner of an unredeemed balance of Certificate called for redemption in part.
WHENEVER the beneficial ownership of this Certificate is determined by a book entry at a
securities depository for the Certificates, the foregoing requirements of holding, delivering or
transferring this Certificate shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transfer-ring the book entry to produce
the same effect.
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...........................................
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer,
resigns, or otherwioeceoaeo to or t aoou ub,the I Issuer has covenanted/o LbeCertificate Ordinance that
it promptly will appoint u 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 H£RBB\, certified, recited and ooveunntod that this Certificate has been duty 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, ioouuoot, arid delivery of this
Certificate hav ebc eupezforocd, cxisied,00dhecodoneioaccnrdaocevith law;that this Certificate
is u direct obligation of said {oancz, issued on the full faith ao dcredit thereof, and that annual ad
valorem taxes sufficient to provide for the payment 0[the interest oo and Pcincipm)nft1-:iisCertificate,
ua such interest comes due and such principal matures, have been levied and ordered Lobelevied
against all taxable property io said Issuer,arid have been pledged for such payronn*t,within [lie 11 zoit
prescribed by law; and that n limited pledge(riot 10 exceed$1,0A8) of the surplus revenues from the
operation 0fthe City's combined water and sewer system remaining after payment oƒall operation
and maintenance expenses thereof arid any other obligations heretofore or hereafter Incurred to which
such revenues have been orshall be encumbered byu lien on and pledge 0f such revenues superior 10
the lien on and pledge of such revenues to the Certificates,haive been pledged as additional security
for the Certificates.
BY BECOMING the registered 0p/uec of this Certificate, the registered op/ocr thereby
acknowledges all of the lcrTos and provisions Oƒthe Certificate Ordinance, agrees Tobe bound by,
such toroio and provisions, acknowledges that the Certificate Ordinance is duly recorded and
available for inspection inthe official ooionteS and records of the Issuer, and agrees that the terms
and provisions of this Certificate and the Certificate Ordinance constitute a contract between each
registered owner hereof and the Ioy4ec
IN WITNESS WHEREOF, this Certific te has been signed with the ououa\ or facsimile
e
signature of the Mayor of the Issuer, attested by the n0000al or facsimile signature of the City
Secretary, and approved as to form and legality with the manual or facsimile signature of the City
/\tt0cney, and the official Sen| of the TsSoor has been duly affixed to, or impressed, or placed in
facsimile, on this Certificate.
City Secretary, City of Fort Worth, Texas Mayor, City of Fort Worth, Texas
APPROVED /\STOFORM:
xxxxx
City Attorney, City Of Fort Worth, Texas (SE/\L)
A,5 '
_
FORM OF PAYING AGENT/RBGISTR_AR'S AUTHENTICATION CERTIFICATE
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 DELITVERY 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-6
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(Please insert Social Security or Taxpayer Identification Number of Transferee)
... ._ _
(Please print or typewrite name and address, including zip code of Transferee)
the within 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 tryst Owner as it appears upon the front of this
company. Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
A-7
Exhibit B
to
Ordinance
]DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following *Information is referred to in Section 16 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 16 of this Ordinance the City has
agreed to annually update such financial information and operating data in accordance with Rule
15c2-12, promulgated by the United States Securities and Exchange Commission.
Accounting Principles
The accounting principles refer-red to in Section 16 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, Series 2013A, 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.
ityy Se,cretarY h
City of Foirftlt orth, Texas
(SEAL)
.......... ..............
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 8/20/2013 ->Ordinance No, 20876-08-2015 -,Amended by
M&C G-17992
DATE: Tuesday, August 20, 2013 REFERENCE NO.: G-17980
LOG NAME: 1313 CO DEL SALE
SUBJECT:
Adopt Ordinance Providing for the Issuances of City of Fort Worth, Texas, Combination Tax and Revenue
Certificates of Obligation, Series 2013A, in an Aggregate Principal Amount Not to Exceed $74,000,000.00,
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 $74,000,000.00, City of Fort Worth, Combination Tax and
Revenue Certificates of Obligation, Series 2013A, which among other matters:
1, Authorizes the Combination Tax and Revenue Certificates of Obligation, Series 2013A, 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:
Proceeds from this sale will be used for the purpose of the acquisition of a maintenance facility located at
5001 James Street, Fort Worth, Texas 76115 (Maintenance Facility); the construction and reconstruction
of streets (including arterial bridges and arterial access) and related drainage and sidewalk improvements
throughout the City; the acquisition of traffic signals and related traffic and communications equipment; the
acquisition of equipment with respect to the City's traffic safety program; the acquisition of firefighting and
related equipment for use by the City's fire department; the construction of park improvements throughout
the City, including, but not limited to, walks and trails, athletic fields and lighting, nature center boardwalk
and a new community center located in south central Fort Worth, Council District 9.
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 Certificates of Obligation (CO) to
a Pricing Officer (the City Manager or an Assistant City Manager) subject to certain defined parameters
that a sale must meet. One condition that must be met for the sale of CO's to acquire the Maintenance
Facility is that the resulting retirement of the Service Center Relocation, Inc., bonds must enable the City
to achieve a present value savings of at least 3.5 percent of outstanding debt on the Maintenance
Facility. This savings threshold is consistent with the City's Financial Management Policy Statements.
In addition to the bond programs from 2004 and 2008, the City also has a 2007 Critical Capital Program
that identified additional capital needs that, due to timing issues and expenses related to calling a bond
election, warrant issuing COs to finance the capital improvements.
Logname: 1313 CO DEL SALE Pagel of 2
The Fire Department is on a schedule to purchase fire equipment each year to enable the replacement of
older vehicles which have become too costly to maintain at the desired levels.
The breakdown by program is as follows:
2007 Critical Capital Program $ 3,500.000.00
Bond Program Cost Adjustments $38,595,000.00
New Fire Equipment $ 4,000,000.00
Purchase of Maintenance Facility $20,000,000.00
Walsh Ranch Road $ 2,800,000.00
Issuance Costs and Market Contingencies (entire amount may not be $ 5,105,000.00
utilized)
Total Sale $74,000,000.00
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 $74,000,000.00 City of Fort Worth, Texas, Combination Tax
and Revenue Certificates of Obligation, Series 2013A. The Financial Management Services Director also
certifies that funds will be available to make the debt service payments on these obligations.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
CERTIFICATIONS:
Submitted for City Manager's Office lb)L. Susan Alanis (8180)
Originating Department Head: Jay Chapa (8517)
Additional Information Contact: Lisa Parks (6630)
Logname: 1313 CO DEL SALE Page 2 of 2