Loading...
HomeMy WebLinkAboutOrdinance 15480ORDINANCE NO. ~ ~~ ~~ AN ORDINANCE PROVIDING FOR THE ISSUANCE OF FORTY-TWO MILLION FIVE HUNDRED SIXTY DOLLARS 042,560,000) OF THE GENERALPURPOSE BONDS, SERIES 2003, OF THE CITY OF FORT WORTH, TEXAS, BEARING INTEREST AT THE RATES HEREINAFTER SET FORTH, AND PROVIDING FOR THE LEVY, ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO PAY THE INTEREST ON SAID BONDS AND TO CREATE A SINKING FUND FOR THE REDEMPTION THEREOF AT MATURITY; REPEALING .ALL ORDINANCES IN CONFLICT HEREWITH; AND PROVIDING THAT THIS ORDINANCE SHALL BE IN FORCE AND EFFECT FROM AND AFTER THE DATE OF ITS PASSAGE. WHEREAS, it is deemed advisable and in the best interest of the City of Fort Worth (the "City" or the "Issuer") that certain general purpose bonds authorized at elections previously held in said City be combined in a single issue and sold at this time, the dates of election, amount of bonds authorized thereat, purpose, amount of bonds previously sold, and the amount now to be sold being as follows: DATE OF AMOUNT AMOUNT AMOUNT ELECTION AUTHORIZED PURPOSE PREVIOUSLY SOLD NOW OFFERED May 22, 1 982 $ 77,285,000 Street Improvements $77,050,000 $ -0- March 22, 19 86 5,750,000 Public Safety Improvements 5,110,000 -0- March 22, 19 66 16,650,000 Park & Rec. Improvements 15,997,000 -0- February 7, 1998 80,000,000 Street Improvements 36, 035,000* 36,345,000 February 7, 1998 20,700,000 Conv. Ctr. Improvements 20, 700,000* -0- February 7, 1998 11,800,000 Park & Rec. Improvements 8, 230,000* 2,155,000 February 7, 1998 4,800,000 Fire Safety Improvements 2, 900,000* 1,860,000 February 7, 1998 2,700,000 Library Improvements 500,000* 2,200,000 $ 219,685,000 $168, 522,000* $42,560,000 * Includes commercial paper notes, as further described below WHEREAS, on May 26,1998, the City Council passed Ordinance No. 13457 ("Ordinance No. 13457"), pursuant to which the City authorized the issuance from time to time of up to X75,000,000 of its General Purpose Commercial Paper Notes, Series B (the "Commercial Paper Notes"), for the purpose of financing "Project Costs" of "Eligible Projects" (as each term is defined in Ordinance No. 13457); and WHEREAS, the Eligible Projects correspond to purposes and amounts described in the above table reciting the voted authority of the City to issue general purpose bonds; and WHEREAS, the proceedings relating to the February 7,1998 bond election were submitted to the Public Finance Division of the Office of the Attorney General in connection with that office's approval of Ordinance No. 13457 and the issuance of Commercial Paper Notes thereunder; and WHEREAS, the City heretofore has issued and there are currently outstanding $29,000,000 in principal amount of the Commercial Paper Notes (the "Outstanding Commercial Paper Notes");and WHEREAS, the Outstanding Commercial Paper Notes were issued for the following purposes, to-wit, Street and Storm Sewer Improvements 021,300,000); Convention Center Improvements 01,700,000); Park and Recreation Improvements 04,000,000); Fire Safety Improvements 01,500,000) and Library Improvements 0500,000); all under authority of the election held February 7, 1998; and WI IEREAS, in accordance with the terms of Ordinance No. 13457, the amount of authorized but unissued bonds for Street Improvements that may be issued under authority of the election held February 7,1998 is X41,965,000; the amount of authorized but unissued bonds for Park and Recreation Improvements that maybe issued under authority of the election held February 7, 1998 is X3,570,000; the amount of authorized but unissued bonds for Fire Safety Improvements that maybe issued under authority of the election held February 7, 1998 is X1,900,000; the amount of authorized but unissued bonds for Library Improvements that maybe issued under authority of the election held February 7, 1998 is X2,200,000; and there remain no authorized but unissued bonds for Convention Center Improvements; and WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to the laws of the State of Texas, including specifically Chapter 1331, Texas Government Code; and WI~REAS, it is deemed advisable and to the best interest of the City that the bonds to be sold pursuant to the aforesaid elections be sold at this time, pursuant to the laws of the State of Texas. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: -a- 1. That the bond or bonds of the City of Fort Worth, Texas (the "City" or the "Issuer") to be called "General Purpose Bonds, Series 2003" (the "Bonds" or the "Series 2003 Bonds"), be issued under and by virtue of the Constitution and laws of the State of Texas and the Charter of said City in the aggregate principal amount of Forty-Two Million Five Hundred Sixty Thousand Dollars ($42,560,000) for the purpose of constructing permanent improvements, to-wit: Thirty-Six Million Three Hundred Forty-Five Thousand Dollars 036,345,000) for the purpose of constructingpermanent street and storm sewer improvements (1998 election); Two Million One Hundred Fifty-Five Thousand Dollars 02,155,000) for the purpose of constructing new improvements to the City's parrs and community services system facilities, purchase and improve land, renovate and enlarge facilities for park and recreation purposes; One Million Eight Hundred Sixty Thousand Dollars 01,860,000) for the mal~ing permanent fire safety improvements; and Two Million Two Hundred Thousand Dollars 02,200,000) for the purpose of expanding the City's library system by constructing a Summerfields/Paxk Glen Neighborhood Branch Library. 2. That the Series 2003 Bonds shall be dated March 15, 2003, shall be in the denomination of X5,000 each, or any integral multiple thereof, shall be numbered consecutively from R-1 upward, and shall mature on the maturity date, in each of the years, and in the amounts, respectively, as set forth in the following schedule: MATURITY DATE: MARCH 1 YEARS AMOUNTS (961 YEARS .AMOUNTS (961 2004 2,125,000 2014 2,130,000 2005 2,125,000 2015 2,130,000 2006 2,125,000 2016 2,130,000 2007 2,125,000 2017 2,130,000 2008 2,125,000 2018 2,130,000 2009 2,125,000 2019 2,130,000 2010 2,125,000 2020 2,130,000 2011 2,125,000 2021 2,130,000 2012 2,130,000 2022 ******** 2013 2,130,000 2023 4,260,000 -3- 3. (a) That the City reserves the right to redeem the Series 2003 Bonds maturing on or after March 1, 2014, in whole or in part, on March 1, 2013, or on any date thereafter, for the principal amount thereof plus accrued interest thereon to the date fixed for redemption. The years of maturity of the Series 2003 Bonds called for redemption at the option of the City prior to stated maturity shall be selected by the City. The Series 2003 Bonds or portions thereof redeemed within a maturity shall be selected by lot or other method by the Paying Agent/Registrar (hereinafter defined); provided, that during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Series 2003 Bonds, if fewer than all of the Series 2003 Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Series 2003 Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository. (b) The Bonds are subject to mandatory sinl~ing fund redemption on the dates and in the amounts as set forth in the FORM OF BOND. (c) At least 30 daps prior to the date fixed for any such redemption the City shall cause (i) a written notice of such redemption to be depositedin the United States Mail, first-class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books (hereinafter defined) of the Paying Agent/Registrar and (ii) notice of such redemption either to be published one (1) time in or posted electronically on the website of a financial journal or publication of general circulation in the United States of .America or the State of Texas carrying as a regular feature notices of municipal bonds called for redemption; provided however, that the failure to send, mail, or receive such notice described in (i) above, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Series 2003 Bond, and it is hereby specifically provided that the provision of notice described in (ii) above shall be the only -~- notice actually required in connection with or as a prerequisite to the redemption of any Series 2003 Bonds. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Series 2003 Bonds or the portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, the Series 2003 Bonds or the portions thereofwhich 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 Series 2003 Bonds or any portion thereof. If a portion of any Series 2003 Bond shall be redeemed a substitute Series 2003 Bond or Series 2003 Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of X5,000, at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in this Ordinance. In addition to the foregoing, the City shall cause the Paying Agent/Registrar to give notice of any such redemption in the manner set forth in Section 5(h) hereof. The failure to cause such notice to be given, however, or any defect therein, shall not affect the validity or effectiveness of such redemption. 4. That the Series 2003 Bonds scheduled to mature during the years, respectively, set forth below shall bear interest at the following rates per annum: -5- maturities 2004, 3.000% maturities 2014, 4.000% maturities 2005, 3.000% maturities 2015, 4.000% maturities 2006, 3.000% maturities 2016, 4.100% maturities 2007, 3.000% maturities 2017, 4.200% maturities 2008, 3.000% maturities 2018, 4.300% maturities 2009, 3.000% maturities 2019, 4.400% maturities 2010, 4.000% maturities 2020, 4.500% maturities 2011, 3.625% maturities 2021, 4.500% maturities 2012, 3.750% maturities 2022, ****% maturities 2013, 4.000% maturities 2023, 4.625% Said interest shall be payable to the registered owner of any such Series 2003 Bond in the manner provided and on the dates stated in the FORM OF BOND. 5. (a) The City shall beep or cause to be kept at the designated corporate trust office in Fort Worth, Texas (the "Designated Trust Office") of Bank One, National Association (the "Paying Agent/Registrar"), or such other bank, trust company, financial institution, or other agency named in accordance with the provisions of (g) below, books or records of the registration and transfer of the Series 2003 Bonds (the "Registration Boobs"), and the City hereby appoints the PayingAgent/Registrar as its registrar and transfer agent to keep such books or records and make such transfers and registra- tions under such reasonable regulations as the City and Paying Agent/Registrar map prescribe; and the Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the duty of the PayingAgent/Registrar to obtain from the registered owner and record in the Registration Books the address of such registered owner of each bond to which payments with respect to the Series 2003 Bonds sha11 be mailed, as herein provided. The City or its designee shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required bylaw, shall not permit their inspection by any other entity. Registration of each Series 2003 Bond may -G- be transferred in the Registration Books only upon presentation and surrender of such bond to the Paying Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of such bond, or any portion thereof in any integral multiple of X5,000, to the assignee or assignees thereof, and the right of such assignee or assignees to have such bond or any such portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of any Series 2003 Bond or any portion thereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herein provided. (b) The. entity in whose name any Series 2003 Bond shall be registered in the Registration Books at any time .shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether or not such bond shall be overdue, and the City 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 bond shall be made only to such registered owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums so paid. (c) The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Series 2003 Bonds, and to act as its agent to exchange or replace Series 2003 Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Series 2003 Bonds, and of all exchanges thereof, and all replacements thereof, as provided in this Ordinance. (d) Each Series 2003 Bond may be exchanged for fully registered bonds in the manner set forth herein. Each bond issued and delivered pursuant to this Ordinance, to the extent of the unredeemed -~- principal amount thereof, may, upon surrender thereof at the Designated Trust Office of the Paying Agent/Registrar, together with awritten request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons, in the form prescribed in the FORM OF BOND, in the denomination of X5,000, or any integral multiple thereof (subject to the requirement hereinafter stated that each substitute bond shall have a single stated maturity date), as requested in writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unredeemed principal amount of any Series 2003 Bond or Series 2003 Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case map be. If a portion of any Series 2003 Bond shall be redeemed prior to its scheduled maturity as provided herein, a substitute bond or bonds having the same maturity date, bearing. interest at the same rate, in the denomination or denominations of any integral multiple of X5,000 at the 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 surrender thereof for cancellation. If any Series 2003 Bond or portion thereof is assigned and transferred, each bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the bond for which it is being exchanged. Each substitute bond shall bear a letter and/or number to distinguish it from each other bond. The PayingAgent/Registrar shall exchange or replace Series 2003 Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or re- placement ofany Series 2003 Bond or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Series 2003 Bonds for all purposes of this Ordinance, and may again be exchanged or replaced. It is specifically provided, however, that any Series 2003 Bond -s- delivered in exchange for or replacement of another Series 2003 Bond prior to the first scheduled interest payment date on the Series 2003 Bonds (as stated on the face thereo~ shall be dated the same date as such Series 2003 Bond, but each substitute bond 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 bond is delivered, unless such substitute bond is delivered on an interest payment date, in which case it shall be dated as of such date of delivery; provided, however, that if at the time of delivery of any substitute bond the interest on the bond forwhich it is being exchanged has not been paid, then such substitute bond shall be dated as of the date to which such interest has been paid in full. On each substitute bond issued in exchange for or replacement of any Series 2003 Bond or Series 2003 Bonds 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 BOND. An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such substitute bond, date such substi- tute bond in the manner set forth above, and manually sign and date such Certificate, and no such substitute bond shall be deemed to be issued or outstandingunless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Series 2003 Bonds 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 Series 2003 Bond or portion hereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute bonds in the manner prescribed herein, and said bonds shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength. Pursuant to Chapter 1206, Texas Government Code, the duty of exchange or replacement of any Series 2003 Bond as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Paying Agent/Registrar's Authentication Certificate, the exchanged or -9- replaced bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Series 2003 Bonds which originally were delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. Neither the City nor the Paying Agent/Registrar shall be required (1) to issue, transfer, or exchange any bond during a period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption of bonds and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any bond so selected for redemption in whole when such redemption is scheduled to occur within 30 calendar days. (e) Ail Series 2003 Bonds issued in exchange or replacement of any other Series 2003 Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Series 2003 Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) maybe transferred and assigned, (iv) maybe ex- changed for other Series 2003 Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Series 2003 Bonds shall be payable, all as provided, and in the manner required or indicated, in the FORM OF BOND. (i) The City shall pay the Paying Agent/Registrar's reasonable and customary fees and charges for making transfers of Series 2003 Bonds, but the registered owner of any Series 2003 Bond requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto. The registered owner of any Series 2003 Bond requesting any exchange shall pay the Paying Agent/Registrar's reasonable and standard or customary fees and charges for exchanging any such bond or portion thereof, together with any taxes or governmental charges required to be paid with respect thereto, all as a condition precedent to the exercise of such privilege of exchange, except, however, that in the case of the exchange of an assigned and transferred bond or bonds or any portion or portions -so- thereof in any integral multiple of X5,000, and in the case of the exchange of the unredeemed portion of a Series 2003 Bond which has been redeemed in part prior to maturity, as provided in this Ordinance, such fees and charges will be paid by the City. In addition, the City hereby covenants with the registered owners of the Series 2003 Bonds that it will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on the Series 2003 Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer or registration of Series 2003 Bonds solely to the extent above provided, and with respect to the exchange of Series 2003 Bonds solely to the extent above provided. (g) The City covenants with the registered owners of the Series 2003 Bonds that at all times while the Series 2003 Bonds are outstanding the City will provide a competent and legally qualified banl~, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Series 2003 Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified national or state banl~ing institution which shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, subject to supervision or examination by federal or state authority, and whose qualifications substantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the -11- Registration Books (or a copy thereo~, alongwith all other pertinent books and records relating to the Series 2003 Bonds, to the new Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Series 2003 Bonds, by United States Mail, postage prepaid, which notice also shall give the address of the new Paying Agent/Regis- trar. 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) (i) In addition to the manner of providing notice of redemption of Series 2003 Bonds as set forth in this Ordinance, the Paying Agent/Registrar shall give notice of redemption of Series 2003 Bonds by United States Mail, first-class postage prepaid, at least thirty (30) daps prior to a redemption date to each NRMSIR (as defined in Section 14 hereo~ and the SID (as defined in Section 14 hereof). In addition, in the event of a redemption caused by an advance refunding of the Series 2003 Bonds, the Paying Agent/Registrar shall send a second notice of redemption to the persons specified in the immediately preceding sentence at least thirty (30) daps but not more than ninety (90) daps prior to the actual redemption date. Any notice sent to the NRMSIRs or the SID shall be sent so that they are received at least two (2) days prior to the general mailing or publication date of such notice. The PayingAgent/Registrar shall also send a notice of prepayment or redemption to the owner of any Series 2003 Bond who has not sent the Series 2003 Bonds in for redemption sixty (60) days after the redemption date. (ii) Each redemption notice, whether required in the FORM OF BOND or otherwise by this Ordinance, shall contain a description of the Series 2003 Bonds to be redeemed, including the complete name of the Series 2003 Bonds, the series, the date of issue, the interest rate, the maturity -12- date, the CUSIP number, if any, 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 Series 2003 Bond may be redeemed, including a contact person and telephone number. (iii) All redemption payments made by the Paying Agent/Registrar to the registered owners of the Series 2003 Bonds shall include CUSTP numbers relating to each amount paid to such registered owner. 6. The form of all Series 2003 Bonds, including the form of the Comptroller's Registration Certificate to accompany the Series 2003 Bonds on the initial delivery thereof, the form of Paying Agent/Registrar's Authentication Certificate, and the Form of Assignment to be printed on each of the Series 2003 Bonds, shall be, respectively, substantially as set forth in Exhibit A to this Ordinance, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance. 7. (a) That a special fund or account, to be designated the "City of Fort Worth, Texas Series 2003 General Purpose Bonds Interest and Redemption Fund" (the "Interest and Redemption Fund") is hereby created and shall be established and maintained by said City. The Interest and Redemption Fund shall be kept separate and apart from all other funds and accounts of the City, and shall be used only for paying the interest on and principal of the Series 2003 Bonds. All taxes levied and collected for and on account of the Series 2003 Bonds shall be deposited, as collected, to the credit of the Interest and Redemption Fund. During each year while any of the Series 2003 Bonds is outstanding and unpaid, the City Council of said City shall compute and ascertain the rate and amount of ad valorem tax, based on the latest approved tax rolls of said City, with full allowances being made for tax delinquencies and costs of tax collections, which will be sufficient to raise and produce the money -13- required to pay the interest on the Series 2003 Bonds as such interest comes due, and to provide a sinl~ing fund to pay the principal (including mandatory sinl~ing fund redemption payments, if any) of the Series 2003 Bonds as such principal matures, but never less than 2% of the outstanding principal amount of the Series 2003 Bonds as a sinking fund each year. Said rate and amount of ad valorem tax is hereby ordered to be levied and is hereby levied against all taxable property in the City for each year while any of the Series 2003 Bonds is outstanding and unpaid, and said ad valorem tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Redemption Fund. Said ad valorem taxes necessary to pay the interest on and principal of the Series 2003 Bonds, as such interest comes due, and such principal matures or comes due through operation of the mandatory sinl~ing fund redemption, if any, as provided in the FORM OF BOND, are hereby pledged for such purpose, within the limit prescribed by law. (b) Chapter 1208, Texas Government Code, applies to the issuance of the Series 2003 Bonds and the pledge of ad valorem taxes made under Section 7(a) of this Ordinance, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Series 2003 Bonds are outstanding and unpaid such that the pledge of ad valorem taxes made by the City under Section 7(a) of this Ordinance is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Series 2003 Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. 8. (a) In the event any outstanding Series 2003 Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond -14- of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Series 2003 Bond, in replacement for such Series 2003 Bond in the manner hereinafter pro- vided. (b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Series 2003 Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Series 2003 Bond, the applicant for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Series 2003 Bond, the applicant shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Series 2003 Bond, as the case maybe. In every case of damage or mutilation of a Series 2003 Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Series 2003 Bond so damaged or mutilated. (c) Notwithstanding the foregoing provisions of this Section, in the event any such Series 2003 Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Series 2003 Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Series 2003 Bond) instead of issuing a replacement Series 2003 Bond, provided security or indemnity is fur- nished as above provided in this Section. (d) Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the owner of such Series 2003 Bond with all legal, printing, and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Series 2003 Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Series 2003 Bond shall be found at any time, or be -is- enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Series 2003 Bonds duly issued under this Ordinance. (e) In accordance with Chapter 1206, Texas Government Code, this Section of this Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the City or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, subject to the conditions imposed by this Section 8 of this Ordinance, and the Paying Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with the effect, as provided in Section 5(d) of this Ordinance for Series 2003 Bonds issued in exchange for other Series 2003 Bonds. 9. That the Mayor, the City Secretary, the City Manager, any Assistant City Manager or the Director of Finance of the City, and all other officers, employees, and agents of the City, and each of them, shall be and they are hereby expressly authorized, empowered, and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge, and deliver in the name and under the seal and on behalf of the City all such instruments, whether or not herein mentioned, as map be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Series 2003 Bonds, the offering documents prepared in connection with the sale of the Series 2003 Bonds, or the Paying Agent/Registrar Agreement. In case any officer whose signature appears on any Series 2003 Bond shall cease to be such officer before the delivery of such Series 2003 Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if he or she had remained in office until such delivery. The City Manager of the City or the designee thereof is hereby authorized to have control of the Series 2003 Bonds and all necessary records and proceedings pertaining to the Series 2003 Bonds 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 -16- Public Accounts of the State of Texas. Upon registration of the Series 2003 Bonds, said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate accompanying the Series 2003 Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on each such certificate. 10. (a) That the sale of the Series 2003 Bonds to UBS PaineWebber Inc. (the "Purchaser"), at a price of par and accrued interest on the Series 2003 Bonds to the date of delivery, plus a premium of X1,676.85, is hereby authorized, ratified and confirmed. It is hereby officially found, determined and declared that the Series 2003 Bonds were sold to the highest bidder at terms that were the most advantageous reasonably obtained. (b) The Bonds were sold pursuant to the terms of a "Notice of Sale and Bidding Instructions", "Official Bid Form" and "Official Statement", the use ofwhich documents, a true and correct copy of each such document is attached hereto, is hereby approved. The use of the "Preliminary Official Statement" prepared in connection with the sale of the Bonds is hereby ratified. 11. That the Issuer covenants to take any action to assure, or refrain from any action which would adversely affect, the treatment of the Series 2003 Bonds as obligations described in section 103 of the Internal Revenue Code of 1986 (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: (a) to take any action to assure that no more than 10 percent of the proceeds of the Series 2003 Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(6) (6) of the Code or, if more than 10 percent of the proceeds are so used, that amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this -1~- Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Series 2003 Bonds, in contra- vention of section 141 (b) (2) of the Code; (b) to take any action to assure that in the event that the "private business use" described in subsection (a) hereof exceeds 5 percent of the proceeds of the Series 2003 Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used fora "private business use" which is "related" and not "disproportionate," within the meaning of section 141 (b) (3) of the Code, to the governmental use; (c) to take any action to assure that no amount which is greater than the lesser of X5,000,000, or 5 percent of the proceeds of the Series 2003 Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141 (c) of the Code; (d) to refrain from taking any action which would otherwise result in the Series 2003 Bonds being treated as "private activity bonds" within the meaning of section 141 (b) of the Code; (e) to refrain from taping any action that would result in the Series 2003 Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (~ to refrain from using any portion of the proceeds of the Series 2003 Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Series 2003 Bonds, other than investment property acquired with -- -18- (1) proceeds of the Series 2003 Bonds invested for a reasonable temporary period of 3 years or less , or in the case of refunding bonds, 30 days or less until such proceeds are needed for the purpose for which the bonds are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the Treasury Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Series 2003 Bonds; (~ to otherwise restrict the use of the proceeds of the Series 2003 Bonds or amounts treated as proceeds of the Series 2003 Bonds, as maybe necessary, so that the Series 2003 Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (h) to pay to the United States of .America at least once during each five-year period (beginning on the date of delivery of the Series 2003 Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings", within the meaning of section 1480 of the Code and to pay to the United States of America, not later than 60 days after the Series 2003 Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 1480 of the Code. For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of the issuance of the Bonds. It is the understanding of the Issuer that the covenants -19- contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion ofnationally-recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of the foregoing, the Mayor, the City Manager, any Assistant City Manager, and the Director of Finance may execute any certificates or other reports required by the Code and to make such elections, on behalf of the City, which maybe permitted by the Code as are consistent with the purpose for the issuance of the Bonds. In order to facilitate compliance with the above clause (h), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of.America, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the registered owners of the Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. 12. That the Issuer covenants to account for the expenditure of proceeds from the sale of the Series 2003 Bonds and any investment earnings thereon to be used for the purposes described in Section 1 of this Ordinance (each such purpose referred to herein and Section 13 hereof as a "Project") on its books and records by allocating proceeds to expenditures within 18 months of the later of the -ao- date that (a) the expenditure on a Project is made or (b) each such Project is completed. The foregoing notwithstanding, the Issuer shall not expend such proceeds or investment earnings more than 60 days after the later of (a) the fifth anniversary of the date of delivery of the Series 2003 Bonds or (b) the date the Series 2003 Bonds are retired, unless the Issuer obtains an opinion of nationally-recognized bond counsel substantially to the effect that such expenditure will not adversely affect the tax-exempt status of the Series 2003 Bonds. 13. That the Issuer covenants that the property constituting a Project will not be sold or otherwise disposed in a transaction resultingin 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 Series 2003 Bonds. 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 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. 14. (a) Definitions. That as used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "NIt1VISIK" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repositorywithin the meaning of the Rule from time to time. "K~rle" means SEC Rule 15c2-12, as amended from time to time. "SEC' means the United States Securities and Exchange Commission. -21- "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. (b) An~zaral Reports. (i) The City shall provide annually to each NRMSIR and any SID, within six months after the end of each fiscal year ending in or after 2003, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 10 of this Ordinance, being the information described in Exhibit B hereto. .Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit B hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they 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 each NRMSIR and any SID, when and if the audit report on such statements becomes available. (ii) If the City changes its fiscal pear, it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) prior to the next date by which the 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 maybe 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 each NRMSIR and any SID or filed with the SEC. (c) MaterialEventNotices. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Series 2003 Bonds, if such event is material within the meaning of the federal securities laws: -22- 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the Series 2003 Bonds; 7. Modifications to rights of holders of the Series 2003 Bonds; 8. Series 2003 Bond calls; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Series 2003 Bonds; and 11. Rating changes. The City shall notify any SID and either each NRMSIR or 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 such subsection. (d) Limitations, Disclaimers, and Amendments. (i) 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 Series 2003 Bonds 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 Series 2003 Bonds no longer to be outstanding. (ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Series 2003 Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information 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 Series 2003 Bonds at any. future date. -23- (iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY SERIES 2003 BOND 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 IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR 1V1:ANDAMUS OR SPECIFIC PERFORMANCE. (iv) No default by the City in observing or performing its obligations under this Section shall comprise a breach of or default under the Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. (v) The provisions of this Section maybe amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Series 2003 Bonds in the primary offering of the Series 2003 Bonds in compliance with the Rule, talung into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Series 2003 Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not rnateriaIly impair the interest of the holders and beneficial owners of the Series 2003 Bonds. If the City so -za- amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. The City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Series 2003 Bonds in the primary offering of the Series 2003 Bonds. 15. That interest earnings derived from the investment of proceeds from the sale of the Series 2003 Bonds maybe used along with other available bond proceeds for the construction of the permanent improvements set forth in Section 1 hereof for which a portion of the Series 2003 Bonds are issued or for the payment of debt service on the Series 2003 Bonds; provided that after completion of such permanent improvements, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Redemption Fund. It is further provided, however, that any interest earnings on bond proceeds which axe required to be rebated to the United States of America pursuant to Section 11 hereof in order to prevent the Series 2003 Bonds from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section. 16. That the Series 2003 Bonds initially shall be issued and delivered in such manner that no physical distribution of the Series 2003 Bonds will be made to the public, and The Depository Trust Company ("DTC"), New York, New York, initially will act as depository for the Series 2003 Bonds. DTC has represented that it is a limited purpose trust company incorporated under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the -25- meaning of the New York Uniform Commercial Code, and a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended, and the City accepts, but in no way verifies, such representations. The Series 2003 Bonds initially authorized by this Ordinance shall be delivered to and registered in the name of CEDE & CO., the nominee of DTC. It is expected that DTC will hold the Series 2003 Bonds on behalf of the Purchasers (as defined in Section 10) and their participants. So long as each Series 2003 Bonds is registered in the name of CEDE & CO., the Paying Agent/Registrar shall treat and deal with DTC the same in all respects as if it were the actual and beneficial owner thereof. It is expected that DTC will maintain abook-entry system which will identify ownership of the Series 2003 Bonds in integral amounts of $5,0.00, with transfers of ownership being effected on the records of DTC and its participants pursuant to rules and regulations established by them, and that the Series 2003 Bonds initially deposited with DTC shall be immobilized and not be further exchanged for substitute Series 2003 Bonds except as hereinafter provided. The City is not responsible or liable for any functions of DTC, will not be responsible for paying any fees or charges with respect to its services, will not be responsible or liable for maintaining, supervising, or reviewing the records ofDTC or its participants, or protecting any interests or rights of the beneficial owners of the Series 2003 Bonds. It shall be the duty of the DTC Participants, as defined in the Official Statement herein approved, to make all arrangements with DTC to establish this book-entry system, the beneficial ownership of the Series 2003 Bonds, and the method of paying the fees and charges of DTC. The City does not represent, nor does it in any way covenant that the initial book-entry system established with DTC will be maintained in the future. Notwithstanding the initial establishment of the foregoing book-entry system with DTC, if for any reason any of the originally delivered Series 2003 Bonds is duly filed with the Paying Agent/Registrar with proper request for transfer and substitution, as provided for in this Ordinance, substitute Series 2003 Bonds will be duly delivered as provided in -26- this Ordinance, and there will be no assurance or representation that any book-entry system will be maintained for such Series 2003 Bonds. In connection with the initial establishment of the foregoing book-entry system with DTC, the City heretofore has executed a "Blanket Letter of Representations" prepared by DTC in order to implement the book-entry system described above. 17. (a) Defeased Bonds. That any Series 2003 Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositingwith or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and payable. At such time as a Series 2003 Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Series 2003 Bond and the interest thereon shall no longer be secured 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 solely from such money or Defeasance Securities. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem Defeased Bonds that is made in conjunction with the payment arrangements specified in subsection 17(a) (i) or (ii) shall not be irrevocable, provided -27- that: (1) in the proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the Defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the Defeased Bonds immediately following the mal~ing of the payment arrangements; and (3) directs that notice of the reservation be included in any redemption notices that it authorizes. (b) Investment in Defearance Seczrritie.r. Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Bonds 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 17(a)(i) or (ii). All income from such Defeasance Securities received by the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer. (c) Defearance Secrrritie,r Defined. The term "Defeasance Securities" means (i) direct, noncaliable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America., (ii) noncallable obligations of an agency or instrumentality of the United States of .America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a nationally recognized investment rating firm not less than .A.A.A or its equivalent, and (iii) noncailable obligations of a state or an agency or a county, municipality, or other -zs- political subdivision of a state that have been refunded and that, on the date on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements are rated as to investment quality by a nationally recognized investment rating firm not less than .AAA or its equivalent. (d) Paying Agent/ Kegistrar Services. Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. (e) Selectio~t of Bonds forDefeasa~tce. In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds by such random method as it deems fair and appropriate. 18. 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 awhole and not to any particular Section or other subdivision. Exceptwhere the context otherwise requires, terms defined in this Ordinance to impart the singular number shall be considered to include the plural number and vice versa. References to any named person means 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. Any reference to "FORM OF BOND" shall refer to the form of the Bonds set forth in Exhibit A to this Ordinance. The titles and headings of the Sections and subsections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions -29- hereof. The findings set forth in the preamble to this Ordinance are hereby incorporated into the body of this Ordinance and made a part hereof for all purposes. 19. That the proceeds from the sale of the Bonds shall be used in the manner described in the funds disbursement letter prepared by or on behalf of the City. The foregoing notwithstanding, (i) proceeds representing accrued interest and premium on the Bonds shall be deposited to the credit of the Interest and Redemption Fund. 20. That all ordinances and resolutions or parts thereof in conflict herewith are hereby repealed. 21. 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. 22. That it is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. .ADOPTED this March 18, 2003. C L_d__ ~ ~ Mayor, City of Fort Worth, Texas EST: City Secretary City of Fort Worth, Texas AP OVED AS TO FORM AND LEGALITY: ~CCI~ City Attorney, City of Fort Worth, xas (SEAL) -30- EXHIBIT A NO. F®RM OF B®ND UNITED STATES OF AMERICA STATE O F TEXAS COUNTIES OF TP~IZRANT AND DENTON CITY OF FORT WORTH, TEXAS GENERAL PURPOSE BOND SERIES 2003 MATURITY DATE INTEREST RATE ORIGINAL ISSUE DATE CUSII' MARCH 15, 2003 ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, TEXAS (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pap to or to the registered assignee hereof (either being hereinafter called the "registered owner") the principal amount of: DOLLARS and to pay interest thereon, from the Original Issue Date specified above, to the maturity date specified above, or the date of its redemption prior to scheduled maturity, at the rate of interest per annum specified above, with said interest being payable on March 1, 2004, and semiannually on each September 1 and March 1 thereafter; except that if the Paying Agent/Registrar's Authentication Certif- icate appearing on the face of this Bond is dated later than March 1, 2004, such interest is payable semi- annually on each September 1 and March 1 following such date. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or redemption prior to maturity at the designated corporate trust office in Fort Worth, Texas (the "Designated Payment Office"), of Banl~ One, National Association, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the close of business on the 15th day of the month next preceding such interest payment date by check, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required to be on deposit with the Paying Agent/Reg- istrar for such purpose as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest due at maturity or upon redemption of this Bond prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for redemption and payment at the Designated Payment Office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond -31- that no later than each principal payment and/or interest payment date for this Bond it will make available to the Paying Agent/Registrar from the Interest and Redemption Fund as defined by the ordinance authorizing the Bonds (the "Ordinance") the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IN THE EVENT OF ANON-PAYIVLCNT of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest ("Special Payment Date", which shall be 15 daps after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each registered owner of a Bond appearing on the registration books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the Designated Payment Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banl~ing 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. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be made in accordance with existing arrangements between the Issuer and the securities depository. THIS BOND is one of a Series of Bonds of like tenor and effect except as to number, principal amount, interest rate, maturity and option of redemption, authorized in accordance with the Constitu- tion and laws of the State of Texas in the principal amount of X42,560,000, for the following purposes, to-wit: to construct street improvements, parks and community services improvements, fire services improvements and library services improvements. ON M.['iRCH 1, 2013, or on any date thereafter, the Bonds of this Series maturing on March 1, 2014 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 pears of maturity of the Bonds called for redemption at the option of the City prior to stated maturity shall be selected by the City. The Bonds or portions thereof redeemed within a maturity shall be selected by lot or other method by the Paying Agent/Registrar; proUided, that during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the Issuer and the securities depository. THE BONDS are also subject to mandatory redemption in part by lot pursuant to the terms of the Ordinance, on March 1 in each of the pears 2022 and 2023, inclusive, with respect to Bonds maturing March 1, 2023, in the following years and in the following amounts, at a price equal to the principal amount thereof and accrued and unpaid interest to the date of redemption, without premium: -32- Year Principal Amount ($) 2022 2,130,000 2023 2,130,000* * Final Maturity To the extent, however, that Bonds subject to sinking fund redemption have been previously purchased or called for redemption in part and otherwise than from a sinking fund redemption payment, each annual sinl~ing fund payment for such Bonds shall be reduced by the amount obtained by multiplying the principal amount of Bonds so purchased or redeemed by the ratio which each remaining sinking fund redemption payment for such Bonds bears to the total remaining sinl~ing fund payments, and by rounding each such payment to the nearest X5,000 integral; provided, that during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, the particular Bonds to be called for mandatory redemption shall be selected in accordance with the arrangements between the Issuer and the securities depository. AT LEAST 30 days prior to the date fixed for any such redemption (a) a written notice of such redemption shall be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, first class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books of the Paying Agent/Registrar and (b) notice of such redemption either shall be published one (1) time in or posted electronically on the website of a financial journal or publication of general circulation in the United States of .America or the State of Texas carrying as a regular feature notices of municipal bonds called for redemption; provided, however, that the failure to send, mail, or receive such notice described in (a) above, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bond, and the Ordinance provides that the provision of notice as described in (b) above shall be the only notice actually required in connection with or as a prerequisite to the redemption of any Bond. By the date fixed for any such redemption due provision shall be made by the Issuer with the Paying Agent/Registrar for the payment of the required redemption price for this Bond or the portion hereof which is to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, this Bond, or the portion hereof which is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled maturity, and shall not bear interest after the date fixed for its redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of this Bond or any portion hereof. If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of X5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Ordinance. ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of X5,000. As provided in the Ordinance, this Bond, or any unredeemed portion hereof, map, 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 -33- fully registered bonds, 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 denomination or denominations in any integral multiple of X5,000 as requested in writing by the appropriate registered owner, assignee, or assignees, as the case maybe, upon surrender of this Bond to the Paying Agent/Registrar at its Designated Trust Office (as defined in the Ordinance) for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of X5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be transferred and registered. The form of Assignment printed or endorsed on this Bond map be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar maybe used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the registered owner. The one requesting such exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for exchanging any Bond or portion thereof The foregoing notwithstanding, in the case of the exchange of a portion of a Bond which has been redeemed prior to maturity, as provided herein, and in the case of the exchange of an assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, 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 bonds and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any Bonds so selected for redemption when such redemption is scheduled to occur within 30 calendar days. WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series of which it is a part, is duly authorized by law; that the bonds issued for the permanent improvements heretofore described were approved by a vote of the resident, qualified electors of the City of Fort Worth, Texas, voting at an election held for that purpose within said City on February 7, 1998; that all acts, conditions and things required to be done precedent to and in the issuance of this series of bonds, and of this Bond, have been properly done and performed and have happened in regular and due time, form and manner as required by law; that sufficient and proper provision for the levy and collection of taxes has been made, which, when collected, shall be appropriated exclusively to the payment of this Bond and the series of which it is a part; and that the total indebtedness of said City of Fort Worth, Texas, including the entire series of bonds of which this is one, does not exceed any constitutional, statutory or charter limitation. -34- BY BECOMING the registered owner of this Bond, the registered owner thereby acl~nowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Ordinance constitute a contract between each registered owner hereof and the Issuer. IN WITNESS WT-IEREOF, this Bond has been signed with the manual or facsimile signature of the Mayor of said City, attested with the manual or facsimile signature of the City Secretary and approved as to form and legality with the manual or facsimile signature of the City Attorney, and the official seal of the Issuer has been duly affixed to, or impressed, or placed in facsimile, on this Bond. ATTEST: City Secretary Mayor APPROVED AS TO FORM AND LEGALITY: ~~~ City Attorney (SEAL) FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been issued under the provisions of the proceedings adopted by the Issuer as described in the text of this Bond; and that this Bond has been issued in conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue 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: BANK ONE, NATIONAL ASSOCIATION, Paying Agent/Registrar By Authorized. Representative -35- FORM OF ASSIGNMENT: ASSIGNMENT FOR V.ALLTE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial banl~ or trust company. NU'1'1C;~:: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement or any change whatsoever. -3G- * FORM OF COMPTROLLER'S CERTIFICATE (ATTACHED TO THE BONDS UPON INITIAL DELIVERY THEREOF) OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO. I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by him as required by law, and that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and binding obligation of the City of Fort Worth, Texas, payable in the manner provided by and in the ordinance authorizing same, and said Bond has this day been registered by me. WITNESS MY HAND and seal of office at Austin, Texas Comptroller of Public Accounts of the State of Texas (SEAL) NOTE TO PRINTER: *¶not to be on bond The printer of the Series 2003 Bonds is hereby authorized to print on the Series 2003 Bonds (i) the form of bond counsel's opinion relating to the Series 2003 Bonds, and (ii) an appropriate statement of insurance furnished by a municipal bond insurance company providing municipal bond insurance, if any, covering all or any part of the Series. 2003 Bonds. -37- Exhibit B to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 14 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: The information of the general type included in tables 1 through 6, inclusive, and 8 through 15, inclusive. Appendix B to the Official Statement, "Excerpts from the Annual Financial Report of the City of Fort Worth, Texas for the Fiscal Year Ended September 30, 2001". Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the annual financial report referred to above. -38- THE STATE O F TEXAS COUNTIES OF TP~I~]RANT AND DENTON CITY OF FORT WORTH I, Gloria Pearson, 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 March 18, 2003, and of Ordinance No. ~ J~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 18th day of March, 2003. c~ ~,~ City Secretary ~ e' City of Fort orth, Texas (SEAL) City o~ Fort Worth, ~'exas ~ ~ DATE REFERENCE NUMBER LOG NAME PAGE 3/18/03 G-1391 ~ 13SALE 1 of 1 suB.1ECT SALE OF $42,560,000, CITY OF FORT WORTH, TEXAS, GENERAL PURPOSE BONDS, SERIES 2003 RECOMMENDATION: It is recommended that the City Council 1. Adopt an ordinance providing for the issuance of $42;560,000, City of Fort Worth, Texas, Genera( Purpose Bonds, Series 2003, and approving the use of the "Notice of Sale and Bidding Instruction," "Official Bid Form," and '"Official Statement" prepared in connection with the issuance of the above stated bonds; and 2. Authorize the $42,560,000, City of Fort Worth, Texas,-General Purpose Bonds, Series 2003; be sold to UBS PaineWebber, Inc., the bidder offering the lowest true interest rate of 4.101082%. DISCUSSION: Bids for the $42,560;000, City of Fort Worth, Texas; General Purpose Bonds, Series, 2003, were received today (Tuesday, March 18, 2003). at 10:00 a.m.~ A summary of the true interest rates for the. bids is shown below: BIDDER RATE (See Attachment) Proceeds from this sale will be used to fund projects previously authorized and appropriated under the City's commercial paper program related to the 1998 CIP. Of the total amount of the bonds, only $3,375,000 will be available for projects not previously appropriated: - • $36,345,000 -Street and Storm Sewer Improvements • ~ $ 2,155,000 -Parks and Community Serviceslmproyements • $ 1;860,000 -Fire Services Improvements • $ 2,200,000 -Library Services Improvements BG:k ~ ~ ~ - - Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) Bridgette Garrett (Acting) ' 6183 Originating Department Head: Jim Keyes 8517 (from) APPROVED 3/18/03 ORD. # 15480 Additional Information Contact: Skipper Shook 8519