HomeMy WebLinkAboutOrdinance 19331-09-2010 THE STATE F TEXAS
COUNTIES OF TARRANT, DENTON AND WISE
CITY OF FORT WORTH
On the 4th day of September, 2010, 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:.
Mike Moncrief, Mayor
Salvador Esping,
W.B. "Zim"' im erman
Danny earth, M
Frame: Moss,
,fungus Jordan, w C uncilmembers,
Carter Burdette,
Kathleen Hicks,
s,
Joel Burns, w
Dale A. Fisseler, City Manager,
David Yett, City Attorney,
Marty Hendrix, City Secretary,
Lent Ellis, Chieff nanc al Officer
thus constituting a quorum present; and after the City Council, had transacted certain business,
the following business was transacted, to-wit"
Council me mber introduced an ordinance and moved its passage. The motion
way seconded by C uncilmetriher . The Ordinance was read by the City Secretary. The
motion, carrying with it the passage of the ordinance prevailed by a vote of A , Q_NAYS.
The ordinance as passe is as follows.
ORDfNANCE, NO 331-09-20 10,
Y THE CITY COUNCIEL F' THE CITY OF FORT" WORTH, TEXAS,
PRA ING FOR THE ISSUANCE F $42,595,000 CITY OF FORT
WORTH, TEXAS C01MBINATION TAX AND REVENUE CERTIFICATES
OF OBLIGATION SERIES 2010A; PROVIDING FOR THE LEVY,
ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO PAY THIE
v
INTEREST ON SAS CERTIFICATES OF OBLIGATION AND TO CREATE
A SINKING FUND FOR THE REDEMPTION THEREOF AT MATURITY*
PLEDGING CERTAIN REVENUES IN SUPPORT OF SAID
CET ICA S; AND ORDAINING OTHER MATTERS RELATING T
T SUBJECT
WTIEREAS, on the 1,0th day of August, 2010, the City Council f�the City of Fort rt Forth(the
"ICit or the "Issuer" passe ! an ordinance auth ri ing, and directing notice f its intention to issue
the Certificates of Obligation herein authorized to be issued, to be published in a ne sp�a.per as
required by Section 2 ..049 of'the Texas Local Government Code, in are amount not to exceed.
$50,000,000-1 and
VifffiREAS11 the City caused said notice of intention to be published in the Fort Werth Star-
Telegram on August 13, 2010 and August 20, 2010; and
WHEREAS, no,petition, signed by 5% of the qualified electors of the Issuer as permitted by
Section 049 of Texas nr, Local Government Code r+ testin the issuance of such Cert�cates f
p �
Obligation,n, has been fled; and
.l" ASS, the Certificates of Obligation hereinafter authorized are to be issued and,
delivered pursuant to Subchapter C of Chapter 271 of the Texas .focal Government 'ode;.
E IT ORDAINED Y THE CITY COON :EL OF THE CITY OF FORT WORTH,
TEXAS.
Section 1. DEFINITIONS. That as used in this Ordinance, unless a different meaning clearly
appears from the contest, the capitalized terms,set forth in this Ordinance shall have the meaning set
forth below. Any reference l"n this Ordinance to "FORM OF CERTIFICATE" shall refer to the form
of the Certificates set firth in Exhibit A to this Ordinance.
The terra "Authentication Cer`ficate" shall have the meaning given said terra in Section 6(d)
hereof:
The term "Authorized Denomination" shall have the meaning given said term in Section 3
hereof
The to "Business Day:" shall mean a day that is not a Saturday, Sunday or legal holiday on
which banking institutions, irk the States of Texas or New York,are authorized or required by law or
executive, order to remain closed or the New York Stock Exchange or D is, closed.
The terms "Cerlificales" and "Certificates of Ohligation" shall mean and include collectively
the Initial Certificate and all substitute Certificates of Obligation exchanged therefor, as well as all
other substitute Certificates,of Obligation and rep,lacement Certificat s of Obligation issued pursuant
hereto; and the term "Certificate" shall mean any of the Certificates.
The terms "City" and "".ass-uer" shall mean the City of Fort Worth, Texas.
The term "Code" shall mean the Internal Revenue Code of 1986, as amended.
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The term "Defeasance Securities"' shall mean(0 direct, noricallable obligations of'the United
States of erica, 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 I purchase thereof are rated as to investment quality by a nationally
recognized investment rating firm not less than AAA or its equivalent, and(iii)noricallable obligations
of a state or an agency or a c6unty, municipality, or other 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
investment quality by a
the proceedings authorizing {the financial arrangements are rated as to i
nationally recognized investment rating firm not less than AAA or its equivalent.
The term, De eased Certificate" shall have the meaning, given said term in Section 231(a)
hereof
The term "'Designated Trust Office"' shall have the meaning given said term in Section 6(a)
hereof
The term "DTC" shall have the meaning given said term in Section 17 hereof,
The term "E40ble Investments" shall mean those 'investments in which the City is now or
hereafter authorized by law (including, but not limited to, Chapter 2256, Texas Government Code)
and its investment policy to purchase, sell and invest its funds and funds under its control,
The term "Fiscal Year!' shall mean the regular fiscal year used by the City, which currently
runs from October I through September 30, or any twelve consecutive months period established by
the City.
The to "Initial Cerlifincale" shall have the meaning given said term in Section 3 hereof
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hereof The term "'Interest and Redemption Fundd'shall have the meaning given said tee Section
The term ""AIM C'' means the Municipal Advisory Council of Texas.
The term "MSRB" shall mean the Municipal Securities Rulemaking.hoard.
The to "Paying Age t Re strar" shall have the meaning given said term in Section 6(a)
hereof:
The term "Purchaser" shall have the meaning given said term in Section 19 hereof.
The term "Registered()wner" shall have the meaning given said term in Section 3 hereof
The:term "Registration Book"4 shall have the meaning given said term in Section 6(a)hereof`....
The term "Regulations" shall have the meaning given said term in Section 13 hereof,
The term "Rule" shall mean SEC Rule 1 5 c -1 , as amended from time to time..
The term "SEC" shall mean the United States Securities and Exchange C o ssion..
The term "Surplus Rvenues" shall mean those revenues from the opleration of the City's
Water and Sewer System remaining aver payment of all operation and maintenance expenses thereof"
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Section 2., AUTHORIZATION off+ CERTIFICATES OF OBLIGATION. That the
Issuer's Certificates ofObligation, to be designated the "City of Fort Worth, Texas Combination Tax
and Revenue Certificates of obligation, Series 20 1 CAA", are hereby authorised to be issued and
delivered, in the principal amount of$42,5951,0001, for the purpose of providing part of the Ends for
paying contractual obligations to be incurred by the:issuer,to-vit-. the construction and equipping of
improvements to fire stations and. police stations located throughout the City of Fort Worth, the
construction and reconstruction of streets (including freeway interchanges and ,arterial access) and
related drainage and sidewalk im.provements throughout the City, and the acquisition of related traffic
and communications equipment;the acquisition of equipment with respect to traffic safety programs
of the City; the acquisition of software and associated equipment for use in the management of City
fin ci 1, construction and improvement projects,the acquisition and construction of improvements to
street and ofd-street parking throughout the City owned and maintained by the City, including the
acquisition of pay and display part ing stations, improvements to the Commerce Street parking garage
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and the acquisition of equipment related thereto, and the acquisition of security systems for the
Commerce Street and Houston Street garages, the construction of a conunuru*cations tower for City
information technology communications, and the payment of fiscal, engineering and legal fees
incurred in connectiIon therewith.
Section 3. DATE, DENOMINATIONS, NUMBERS AND MATURITIES. That the
Certificates shall initially be issued, sold and delivered hereunder as fully registered certificates,
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without interest coupons, dated September 1, 2010, in denominations of$5,000 each, or any integral
multiple of$5,000 (an"Authorized Denon1l"nation"). The Certificates shall be numbered consecutively
from R-1 upward, payable to the initial registered owners, or to the registered assignee or assignees
of the Certificates or any portion or portions: of the Certificates in each case, the "Registered
Owner"'):, and the Certificates shall mature and be payable on March I in each of the years and in the
principal amounts as follows,
MATURITY DATE,- MARCH I
YEARS: AMOUNTS YEARS AMO'UNT,,,S
2011 2)525)000 2021 2)575)0001
2012 2)610)000 2022 27705)0010
20,13 2,6501)000 2023 2)8401)000
20,14 2)695)0001 2024 27980)000
2015 2)740)000 2025 3)125,000
2016 2)78O)OOO 2026 90,000
2017 2)855)000 2027 90)000
2018 2)925)0100 2028, 901)000
2019 3)025)000 2029 90,000 1
20120 31)1151)000 2030 90)000
The l�tial Certificates shall be, canceled upon receipt of payment for the Certificates by the Purchaser,
and substitute Certificates shall be delivered in exchange therefor, as provided in Section 6 hereof.
Section 4. REDEMPTION. (a) Optional Redemption. That the City reserves the night to
redeem the Certificates matufi, ng on or after March 1, x021, in whole or in part in Authorized
Denomi*nations on march 1 '21020 or on any date thereafter, for the principal amount without
prerraum, plus accrued intere's,t t+ 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 maturities shall be
selected by the City. The Certificates, or any portion, 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 dete 'nerd only by a book entry at a securities depository for the
Certificates, if fewer than all of the Certificates of the same maturity and bearing the same interest rate
are to be redeemed,, the particular Certificates of such maturity and bearing such 'interest rate shall be
selected in accordance with the arrangements between the City and the securities depository.
(b) Mandatory Retie pion. The Certificates are not subject to mandatory sinking, fund
redemption prior to their scheduled maturities,
(c)Notice. The Issuer shall cause notice,of any redemption of Certificates to be given in the
mann,er provided in the FORM OF CERT][FICATE. By the date fixed for any such redemption due
provision shah.be made by the Issuer with the Paying Agent/Restrar for the payment of the required
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redemption price for the Certificates 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 t
the extent such notice is required to be given), as provided in the FORM OF CERT"MCATE, and if
due provision for such payment is made, all as provided above, the Certificates, or the portions
thereof, which are to be so, redeemed, thereby automatically shall be redeemed prig 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 tor the right of the Registered Omer to receive the
redemption price plus acctued interest to the date fixed for redemption from the Paying
Agent/Registrar out of the funds provided for such payment. The Paying Agen a istrar shy record
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in the Registration Boobs 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 las provided in this Ordinance.
Section 5. INTEREST. That the Certificates scheduled to mature during the years,.
respectively,, set forth below shall bear interest at the following, rates pier annum:
maturities 2011, '4.000% maturities 2021,
maturities 2 12, +,000% maturities 2022, 5.0010%
maturities 2013, �.000% maturities 20 3, 4.0 %
maturities 2014, 5.000% maturities 2024, 4.000,%
maturities 2015, 1. % maturities 2025,, 4.1000%
maturities 2016, 3,.0001% maturities 2026)
maturities 2 I ', 3.000% maturities 2027, 4.000%
maturities 2018, 4M0% maturities 2028, 4. %
maturities 2019, 4.000% maturities 2029, 4.000%
maturities 2020, 4.000% maturities 2030, 4.000%
Interest on the Certificates shall be calculated on the basis of'a 360-day year consisting of twelve 3
day months and shall be p#able, to the Registered Owner of any such Certificate in the manner
provided and on the dates staled in the FORM OF CERTIFICATE.
Section 6. CHARACTERISTICS Off+ THE CERT SATES. a Registration and
Transfer, That the City shall'keep or cause to be Dept at the designated corporate trust office of
Wells Fargo Ban, National Association, or such other ban. , trust company,, financial institution, or
other agency named in accordance with the provisions of subsection below (the "Paying
Agent/Registrar") books or records for the registration and transfer of the Certificates (the "Regis-
tration Boobs"), and the Issuer here y, appoints points the paying Agent/Registrar as 'its'its registrar and
transfer agent to beep such books or records and make such transfers and registrations under such
reasonable regulations as the Issuer and the Paying Agen egistrar may prescribe; and the Paying
Agent/Registrar shall male such transfers-,and registrations as herein provided. It shall be the duty of
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the Paying Agent/Registrar;to obtain from 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 nailed,'as herein provided. The Issuer or its designee shall have the right to
inspect the Registration Books during regular business hours of the Paying Agent/Registrar at its
Designated Trust Office, but otherwise the Paying Agen egistrar shall keep the Regi
be. If any Certificate or portion thereof is assigned and transferred,, each Certificate issued in
exchange therIeIfor shall have' the same principal maturity date and bearinterest at the same rate as the
Certificate for which I*t is being exchanged, Each substitute Certificate shall bear a letter and/or
number to distinguish it from each other Certificate, The Paying Agent/Registrar shall exchange or
replace Certificates as provided hereinl and each,fully registered Ce�rtificate or Certificates delivered,in
exchange for or replacement of any Certificate or portion thereof as permitted or requirea t)y 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 speIcificially 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 same date as such
Certi"ficate, 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
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substitute Certificate is cieuvered, 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 ifat 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 Certificiate shall be dated, as of the date to which such interest
has been plaid 'in full. On each substitute Certificate issued in exchange: for or replacement 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
Certificatein 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 isiso 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 boldy 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 pin*ntingl, execution,, ana aelivery 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) land',upon the execution of the Authentication Certificate, the exchanged or replaced
Certificate shall be valid) incontestable, and enforIceable in the same manner and with the same effect
as the Certificates which on g� inally 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 asstgnees designated in writing by
the 'initial Registered Owner thereof If the Initial Certificate or any portion thereof'is assigned and
transferred or converted the In itial Certificate must be surrendered to the Pa "ng Agent/Registrar for
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cancellatioril and each Cert1fi.cate 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 tne aue
date of the installment of pri"ricipal or portion thereof for which the substitute Certificate of Obligation
i,s being exchanged; and each such Certificate of Obligation shall bear interest at the s,ingle rate
applicable to and borne by su�',h installment of principal or portion thereof for which it 'is, being ex-
changed. If only a portion,of t,the Initial Certificate is assigned and transferred, there shall be delivered
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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 Initial Certificate 1'� assigned and transferred or converted each Certificate of Obligation
issued in exchange therefor shall have the same principal maturity date and bear interest at the same
rate as the Certifflicate of Obligation for which it is exchanged. A form of assignment shall be Onted
or endorsed on each Certificate of Obligation, excepting the Initial Certificate, which shall be
executed by the Registered Owner or its duly authorized attorney or representative to evidence an
assignment thereof
(e) General Characteristics. All Certificates,issued in exchange or replacement f'any other
Certificate or portion thereof, (1) shall be issued in fully registered form, without "interest coupons,
with the principal of and interest on such Certificates to be payable only to the Registered Owners
thereof, (ii)may be redeemed prior to their scheduled maturities, (Iii) may be transferred and assigned,
(iv)may be exchanged for other Certificates,'(v) shall have the characteristics, (vi) shall be signed and
sealed, and(vii)the principals of and interest on the Certificates shall be payable, all as provided, and
in the manner required or indicated, in the FORM OF CERTIFICATE.
III
(f)Fees. The Issuer shall pay the Paying Agent/Registrar's,reasonable and customary fees and
charges for making transfers of Certificates, but the Registered Owner of'any Certificates requesting
such transfer shall pay any taxes or other governmental charges required to be paid with respect
thereto. The Registered Owher of any Certificates requesting any exchange shall pay the Playing
Agent/Registrar's, reasonable and standard or customary fees and charges for exchanging any such
Certificate 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 Certificate or Certificates or
any portion or portions thereof in any Authorized Deno n'u'nation, 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 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 Cprtificates, when due, and (ii) play the fees and charges of the Paying
Agent/Registrar for services with respect to the transfer or registration of Certificates solely to the
extent above provided, and With respect to the, exchange of Certificates solely to the extent above
provided.,
(g)Successor Paying 4gentlRegistrar. The Issuer covenants with the Registered Owners of
the Certificates,that at all times while the Certificates are outstanding the Issuer wifl provide a compe-
tent, and legally qualified bank, trust company, financial institution, or other agency to act as and
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perform the services,of Paying Agent/Registrar for the Certificates under this Ordinance, and that
Paying Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option,
change the Payin,g Agent/Registrar upon not less, than 60 days written notice to the Paying
gent Registrar. In the event that the entity at any time acting as Paying Agent/Registrar or its suc-
cessor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the
Issuer covenants that promptly it will appoint, a competent and legally qualified national or state
banking institution which shall be a corporation, organized and doing business under the laws of the
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united States of America or,of any state, authorized under such laws to exercise trust powers,subject
or examin i I
to supervision at on by federal or state authority, and whose qualifications substantially are
Paying similar to the previous Paying Agent/Registrar to act as raying Agent/Registrar under this Ordinance.
Upon any change in the Paying Agent/Registrarl, the previous Paying Agent/Registrar promptly shall
transfer and deliver the Registration Books or a copy thereon, 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 n the Paying Agent/Reg,istrar, the Issuer promptly will cause a
wntten 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 shail, 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 CUSS`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
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Agent/Registrar and the address at which the Certificate may be redeemed including a contact person
and telephone number. All redemption payments made by the Paying Agen,t/ReW*strar 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 oft 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 CERTIE 'IC ATES., 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,
n -tificates
omissions or insertions as are permitted or required by this Ordinance. Thep *nteroftheCer
4 1, 1 e_n 1q"
is,hereby authorized to print on the uertificates(1)the form of bond counsel's opinion relating to the
Certificates,, and (ii) an appropriate statement of insurance furilished by a municipal bond insurance
company providing mu ri'c'pal�bond insurance, if any, covering all or any part of the Certificates.
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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 201 o 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
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paying the interest on and principal of the Certificates. All ad valorem taxes levied and collected for
and on account of the Certi ficates shall be deposited, as collected, to the credit of the Interest and
Redemption Fund. During each year while any of the Certificates are outstanding and unpaid, the
governing body of the Issuer shall compute and ascertain the rate, and amount of ad valorem tax,
based on the latest approved tax rolls of the Issuer, with full allowances being made for tax delin-
quencies and the cost of tbc collections,, which will be sufficient to raise and produce the money
required to pay the interest On the Certificates as such interest comes, due, and to provide a sinking
fund to pay the principal of'the Certificates as such principal matures, but never less than 2% of the
original amount of the Certificates as a sinking fund each year. Said rate and amount of ad valorem
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 ad valorem tax shall be assessed and collected
each such year and deposited to the credit of the Interest and Redemption Fund. Said ad valorem
taxes necessary to pay the interest on and principal of the Certificates,, as such interest comes due and
such principal matures,, are hereby pledged for such payment, within the lin-.t prescribed by law. If
proceeds from the sale of the Certificates representing accrued interest shall be on deposit in the
Interest and Redemption Fund in advance of the time when ad valorem taxes are scheduled to be
levied for any year, then the amount of taxes which otherwise would have been required to be levied
may be reduced to the extent;and by the amount of the accrued interest then on deposit in the Interest
and Redemption Fund.
Section 9. REVENUES. That the Certificates of Obli gation are additionally secured by and
shall be payable from the Surplus Revenues. The Surplus Revenues are pledged by the City pursuant
to authority of Chapter 1502, Texas Government Code, specifically Section 1502.058 thereof The
City shall promptly deposit the Surplus Revenues upon their receipt to the credit of the Interest and
Redemption Fund created pursuant to Section 8, to pay the principal and interest on the Certificates
of'013118ation. The amount !of Surplus Revenues pledged to the payment of the Certificates of
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Obligation shall not exceed $1,000.
Section 101. TRAN SFER. That the Issuer shall do any and all things necessary to accomplish
the transfer of moneys to the Interest and Redemption Fund of this issue in ample time to, pay such
items of principal and interest p,ue on the Certificates as shall become due and mature on any interest
payment date, at maturity orwby redemption prior to maturity. The Paying Agent/Reg,istrar shall
destroy all paid Certificates and furnish the City with an appropriate certificate of cancellation or
destruction.
Section, 11. SECURITY FOR FUNDS; INVESTMENTS. (a) Securi�.- Application, of
Chapter 1,208, Government Ooh. That, the Funds and Accounts created by this Ordinance shall be
secured in the manner and to the fullest extent permitted or required by law for the security of public,
funds. The Interest, and Redemption Fund shall be used only for the purposes and in the manner
permitted or re aired by this Ordinance. Chapter 1208, Texas Government Code, applies to the
issuance of the Certificates and the pledge of'ad valorem taxes and the Available Revenues granted by
the City under Sections 8 and' and such,pledge is,therefore valid, effective, and perfected. If Texas
law is amended at any time while the Certificates are outstanding and unpaid such that the pledge of
the ad valorem taxes and Available Revenues granted by the City is to be subject to the filing
requirements of Chapter 9, Te'xas Business a Commerce Code, then in order to preserve to the
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Registered Owners of the Certificates the perfection of the security interest in said pledge, the City
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agrees to take such measures, as it determines are reasonable and necessary under Texas law to
comply with the applicable pFovisions of Chapter 91, Texas Business& Commerce Code and enable a
filing to perfect the security"interest in said pledge to occur,
(b)Investments. That money in any Fund or Account established by this Ordinance may, at
the option of the City, be invested in Eligible Investments-, provided that all such deposits and
investments shall have a par value (or market value when less than par) exclusive of'accrued interest
at all times, at least equal to the amount of money credited, to such Funds or Accounts, and shall be
made in such manner that the money required to be expended from any Fund or Account will be
available at the proper time or times,- and provided further, that the investment of such moneys shall
vai I
be governed by and consistent with the City's investment policy. Such investments shall be valued in
terms of current market value as of the last day of each Fiscal Year, except that direct obligations of
the United States, (State and Local Government Series) in book-entry form shall be continuously
valued at their par or face principal amount. Such investments shall be sold promptly when necessary
to prevent any default in connection with any Certificates.
Section 12. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIEFICATES. (a) Replacement Certificates. That in the event any outstanding Certificate is
damaged,, mutilated, lost I n
I _,, stolen, or destroyed,, the Paying Agent/Registrar shall cause to be printed,
executed, and delivered, a new Certificate of the same principal amount, maturity,and"interest rate,,as
the damaged, mutilated), lost, stolen, or destroyed, Certificate, in replacement fore such Certificate in
the manner hereinafter provided.
(b) Application for Replacement Certificates. That application for replacement of damaged,
mutilated,lost, stolen, or destioyed Certificates shall,be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case of lass, theft, or destruction of a Certificate the Registered
Owner applying for a replacement Certificate shall furnish to the Issuer and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them harmless
from any loss or damage with,respect thereto. Also, in every case of loss, theft, or destruction of a
Certificate, the Registered Via' shall furnish to the Issuer and to the Paying Agent/Registrar
evidence to their satisfaction of the loss theft or destruction of such Certi,ficate as the case may be.
vi 7
In every case of damage or mutilation of a Certificate, the Registered Owner shall surrender to the
Paying Agent/Registrar for cahcellation the Certificate so damaged or mutilated,
(caw No Deflault Occurred. That notwithstanding the foregoing provisions, of this Section, in
the event any such Certificate 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
Certificate, the Issuer may authorize the payment of'the same(without surrender thereof'except in the
case of a damaged or mutilated Certificate) instead, of issuing a replacement Certificate, provided
security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Certificates,, That prior to the issuance of any
replacement Certificate, the Paying Agent/Registrar shall charge the Registered Owner of such
Certificate with all legal, printing, and other expenses in connection therewith. Every replacement
Certificate issued pursuant t'o the provisions of this Section by virtue of the fact that any Certificate is
lost, stolen, or destroyed sh"all constitute a contractual obligation of the Issuer whether or not the lost
stolen or destroyed Certificate shall be found at any tune, or be enforceable by anyone, and shall be
entitled to all the benefits of this Ordinance equally and proportionately with any and all other
Certificates duly issued under this Ordinance,
(e) Authorityfor Issuing Replacement Certi/icates. That in accordance with Chapter 120617
Texas Govemment Code, this Section of this Ordinance shall constitute authority for the issuance of
any such replacement Certificate without necessity of further action by the Issuer or any other body or
person, and the duty of the replacement of such Certiricates,is hereby authorized and imposed upon
the Paying Agent/Registrar,, and the Paying Agent/Registrar shall authenticate and deliver such
Certificates in the form and manner and with the effect, as provided in Section 61(a) of this Ordinance
for Certificates issued in conversion and exchange of other Certificates.
Section 13. FEDERAL MCOME TAX MATTERS. That the Issuer covenants to refrai
from any action which would adversely affect, or to take such action as to ensure,the treatment of the
Certificates as obligations described in section 103 of the Code, the interest on which is not includable
in the "",dross 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
Certificates (less amounts deposited to a reserve fund, if any) are used for any "private
business use,, as defined in section 141(b)(6), of the Code or) if more than 10 percent of the
proceeds 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 Ordinance or any underlying
arrangement, directly for indirectly, secure or provide for the payment of more than 10 percent
of the debt service on the Certificates:, in contravention of section 14 1(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 Certificates(less
amount deposited into a reserve fund, if any) then the amount in excess of 5 percent is used
for a "private business"use," which is "related" and not "di sipro port ionate". within the miming
of section 14,1(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$5,000,000, or five percent of the proceeds,
of the
Certificates less amounts deposited, into a reserve fund if any) is directly or indirectly
used to finance loans persons,ersons, other than state or local governmental units',in contravention
I
of section 141(c) of'th,e Code,;
(d) to refrain from taking,any action which would otherwise result in the Certificates
being treated as "private activity bonds" within the meaning of section 141( of the Code;
it
(e) to refrain firom,taking any action that would result in the Certificates being feder-
ally guaranteed" within the meaning of section 149(b) of the Code;
12
to refrain from using any portion of the proceeds of the Certificates directly or
indirectly', to acquire or to replace funds which were used,1 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 Certificates other than investment
property acquired with-
(1) proceeds of the Certificates invested fora reasonable temporary period
until such proceeds are needed for the purpose for which the Certificates are 'Issued
nti
(2) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148-1(b) of the Regulations, and
1
(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
Certificates,,
(g) to otherwise restrict the use of the proceeds of the Certificates or amounts treated
as proceeds of the Certificates, as may be necessary, so that the Certificates do not otherwise
contravene the requirements of section 148 of the Code(relating to arbitrage)and, to the ex-
tent 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 tive-year period
(beginni'ng on the date of delivery of the Certificates) an amount that is at least equal to 90
percent of the "Excess Earnings,"within the meaning of'sectio,n 148(o of theCodeandto pay
to the United States of America, not later than 60,days after the Certificates have been paid in
full) 100 percent of the amount then required to be paid as a result of Excess Earnings under
section 148(o of the �iode.
For purposes of the foregoing' (a) and (b), the Issuer understands that the to "proceeds" includes
"disposition proceeds" as defined in the regulations promulgated by the U.S. Department 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 to the date of issuance of the
Certificates. It is the understanding of the Issuer that the covenants contained herein are intended to
assure compliance with the Code,, the Regulations, or rulings promulgated by the U.S,.Department of
the Treasury pursuant to the Code. In the event that regulations or ruling are hereafter promulgated
which modify or expand provisions of the Code, as applicable to the Certificates, 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 Certificates 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 Certificates, the Issuer, agrees to comply with they additional requirements to the
extent necessary, in the opiru*on of nationally-recognized bond counsel,, to preserve the exemption
from federal income taxation!,'of interest on the Certificates under, section 103 of the Code. In
furtherance of such intention, the Issuer hereby authorizes and directs the Mayor, the City Manager,,
any Assistant City Manager,the Chief Financial Officer of the City and the City Treasurer to execute
any documents, certcates or reports required by the Code,and to make such elections on behalf of
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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 held by the Issuer for they,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.
Section 14. ALLOCATION OF',AND LEMTA'TION ON9 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"Pr 0'ect")on
1
its books and records in accordance with the requirements of the Code,, The Issuer recd grites 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 recogru"z,es 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't,he Certificates or i(b)the date the Certificates are retired. The Issuer agrees to obtain the
advice of nationally-riecognize'd bond counsel if such expenditure fails,to comply with the foregoing to
assure that such expenditure Will not adversely affect the tax-exempt, status,of the Certificates. For
purposes hereof, the Issuer shall,not be obligated to comply with this covenant if it obtains an opinion
ftom 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 opi,nioln of nationally-,
recd razed 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 ofbus,M* ess 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 compily with this covenant if it obtains an opinion of a
nationally-recog *zed bond co I will not adversely affect
1711 counsel to the effect that such failure to comply
the excludability for federal income tax purposes from gross income of the interest.
Section 16. CONTINUING DISCLOSURE OBLIGATION. (a) Annual Re orts. That
P
the City shall provide annually to the MSRB, within six months after the end of each fiscal year
ending in or after 2010, financial information and operating data Wth 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 from time totime pursuant to state law
I pity commissions an I
or regulation, and (2) audited" if the C* audit of such statements and the audit is
14
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.
(ii) If the City changes its fiscal year, it will notify the MS RB 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 prescnbed
by the MSRB,,,
(c) Material Event Notices. The City shall notify the MSRB,, in a timely manner, of any of
the following events with respect to the Certificates, if such event is material within the meaning of
the federal securities laws:
I 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
Certificates;
7. Modifications, to rights of holders of the Certificates-
8. Certificate calls;
9. Defeagances,-i
10. Release, substitution, or sale of property securing, repayment of the
Certiftates; and
11. Rating changes.
The City shall notify the MSABI, 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 Amen dments. (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",wit respect to the Certificates within the meariing of the Rulel except
IN
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 nothln$ in this Section, express or implied, shall give any benefit or any legal
or equitable rI ght. remedy, or Claim hereunder to any other person. The City undertakes to provide
right
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 Certificates at
any future date.
(iii), UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO TIAE HOLDER
OR BENEFICIAL OWN-tR OF ANY CERTIFICATE OR ANY OTUER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY
BREACH BY THE CITY, WHETBER NEGLIGENT OR WITHOUT FAULT ON ITS PART OF
ANY COVENANT S,PECIFIED ,IN TFUS SECTION, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PIERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(iv) No default by the City in observing or performingits 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) Should the Rule be amended to obligate the City to make filings with or provide notices
to entities other than the MSRB,,, the City agrees to undertake such obligation in accordance with the
Rule as amended.
(vi) The provisions,of this Section may be amended by the City from time to time to adapt to
changed circumstances that arse 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 Certificates in the
primary orTering of the Certificate's in compliance with the Rule, taking into account any amendments
or interpretations of the Rule since such offering as well as such changed circumstances and(2)either
(a) the holders of a majority in aggregate principal amount or any greater amount required by any
other provision of'this Ordinance that authorizes such an amendment) of the outstanding Certificates
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 materially impair,the interest of
the holders and beneficial owi'iers 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(bI)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 Certificates in
the primary, offering of the Certificates,.
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Section 17. DTC 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("'DTC"), New York, New York initially may act as depository
for the Certiticates, DTC has represented that it is a lirm'ted purpose trust company incorporated
under the laws of the State'W'New Yor�k, a member of the Federal Reserve System, a "clearing
coirporatioln" within the meaning of the New York Uniform Commercial Code) and a "clearing
agency"' registered under Section 17A of the SecuritiesExchange Act of 1934, as amended, and the
City accepts, but in no way verities, such representations,. The definitive Certificates delivered to the
Purchaser shall be registered 'in the name of CEDE& CO., the nominee of D:TC, and DTC shall hold
the Certificates on behalf of the Purchaser. So long as each Certificate is registered in the name of
CEDE& CO., the Paying A 'ent/Registrar shall treat and deal with DTC the same in all respects as if
it were the actual and beriefil'i'al owner thereof DTC may maintain a book-en,try system which will
identify ownership of the Cerfificaties in integral amounts of$5,0001, with transfers of ownership bem* g,
effected on the records of DTC and its participants,pursuant to rules and replationis established by
and that the Certificate's ini'tially deposited with D,TC shall be 'Immobilized and not be further
them, I
exchanged for substitute Certificates except as,hereinafter provided. The City i's not, responsible or
liable for any functions of DT(, will not be responsible for playing any,fees,or charges,with respect to,
W # 0 * 0
its services, will not be resplonsible or liable for maint,aim*ng, supervising, or rieview-rig the records of
DTC or its participants,, or protecting any interests or rights of the beneficial owners of the
Certaicates. It shall be the duty of the DT'C Participants to make all arrangements with DTC to
establish thi,s, book-entry sysiem, the beneficial ownership of the, Certificates, and the method of
paying the, fees and charges Of DTC, The City doles not represent,, nor doles it in any way covenant
that any blook-entry system established, with DTC will be maintained in the future. If'for any reason
should any of the originally delivered Certificates duly file with the Paying Agent/Registrar with
proper request fortransfer and substitution, as provided for in this Ordinance, substitute Certificates,
will be duly delivered,as provided in this Ordinance, and there will be no assurance or representation
that any blook-entry system will be maintained for such Certificates. The City heretofore has executed
a "Blanket Letter of Representations"' prepared by DTC in order to implement the book-entry,system
described above.
Section 18, DEFAULT AND REMEDIES.
(a) Events of Default. That each of the following occurrences or events for the purpose of
V
this Ordinance is hereby declared to be an "Event of Default",
(1) thefailure to,make payment of the principal of or interest on any of the Certificates
when the same becomes due and payable; or
(1i) default in the performance or observance of any other covenant, agreement or
obligation of'the City, "the failure to perform which matefially, adversely affects the fights of
the Registered Owners of the Certificates, including,, but nolt lirru*ted to, their prospect or
ability to be repaid in accordance with this Ordinance, and the continuation thereof for a
period of 60 days after notice of such default is given by any Registered Owner to the City.
17
(b) Remedies for Default.
(1) Upon the happening of any Event of Default, then and in every, case, any
Registered Owner o an authorized representative; thereof, including, but not limited to a
trustee or trustees therefor, may proceed against the City, or any official, officer or employee
of the City in their official capacity, for the purpose of protecting and enforcing the rights of
the Registered Owners under this Ordinance, by mandamus or other suit, action or special
proceeding,in equity or,at law, in any court of competent Jurisdiction, for any relief permitted
by law, including,the specific performance of any covenant or agreement contained herein l,or
thereby to enjoin any act or thing that may be unlawful or in violation of any right of the
Registered Owners hereunder or any combination of such remedies.
(11) It is provided,that all such proceedings shall be instituted and maintained for the
I
equal benefit of all Registered Owners of Certificates then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies) but each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or under the Certificates or now or
hereafter existing at law or in equity- provided however, that notwithstanding any other
provision of this,Ord inance, 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.
(iii) By accepting the delivery of a Certificate authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in n 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 olfthe 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 hvent of Default under this
,Ordinance.
Section 119, SALE. That the sale of the Certificates to Citigroup Global Markets Inc. (and
associates) (the "Purchaser"), at a price of par and accrued interest on the Certificates to the date of
delivery, plus a premium of; , is hereby authorized, ratified and confirmed. The
Certificates were sold pursuant to the terms of a ""Notice of Sale and Bidding Instructions", "Official,
Bid Form" and "Official, Statement", the use of these documents, a true and correct copy of each
document being,attached to this Ordinance, is approved. Council finds, determines and declares that
18
the Certificates,were sold to'the highest bidder at terms that were the most advantageous reasonably
obtained. The use of the "Prelirm*nary Official Statement" prepared in connection with the sale of the
Certificates 'i's ratified. Any accrued interest received in connection with the sale of the Certificates
shall be deposited to the Interest and Sinking Fund. $3,535,000 of the premium received from the
sale of the Certificates shall be used to pay for the improvements described in Section 2 of this
Ordinance, with the remainder to pay costs of issuance of the Certificates. The principal amount of
the Certificates, together with the premium received from the sale of the Certificates,does not exceed
$50)0001)000.
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 sea] of said Comptroller shall be
impressed, or placed in facsimile, thereon.
Section 2 1, OFFICIALS;AUTHORIZED TO ACT ON BEHALF OF THE CM. That
the Mayor, the City Secretary, the City Manager, any Assistant City Manager or the Chief Financial
Officer 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 sea],and on behalf of the City all such 'instruments,whether or not herein mentioned, as
may be necessary or desirable in order to carry out the terms, and provisions of this Ordinance, the
Certificates,, the offering documents prepared in connection with the sale of the Certificates, or the
Paying Agent/Registrar Agreement. In case any officer whose signature appears on any Certificate
shall cease to be such officer before the delivery of such( ertificate, 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.
Section 22. INTEREST EARNINGS. That the interest earnings derived from the investment
of proceeds, from the sale of the Certificates may be used along with other proceeds, for the
construction of the permanent improvements set forth in Section 2 hereof for which the Certificates
are issued; provided that after completion of such permanent improvements, if any of such interest
earnin s, remain on hand such interest eartungs, shall be, deposited in the Interest and Redemption,
9 1 9
Fund. It is further provided, however, that any interest earrungs on proceeds which are required to be
rebated to the United States of erica pursuant to this Ordinance hereof in order to prevent the
Certificates from being arbitrage bonds shall be so rebated and not considered as interest earnings for
the purposes of this Section. I
Section 23. DEFEk,SANCE, (a) Defeased Certificates. That any Certificate and the
interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeas,ed
Certificate")within the meardng of this Ordinance, except to the extent provided in subsection(c) of
19
this Section, when payment of the principal of such Certificate, plus interest thereon to the due date
(whether such due date be by reason of maturity or otherwise) either (0 shall have been made or
caused to be made in accordance with the terms thereof, or (11) shall have been provided for on or
before such due date by irrevocably depositing with or making, available to the Playing
Agent Registrar in accordance with an escrow agreement or other instrument the Tuture Escrow
Agreement") for such payment(1) lawful money of the United States of America sufficient to make
such payment or (2) Diefeasa'nce 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/Regist,rar for the payment of its services until all Defeased Certificates shall have become due
and payable. At such time as' Certificate shall be deemed to be a Defeased Certificate hereunder, as
aforesaid such Certificate 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. Noltwith stand 1 ng a other provision of this Ordinance to the contrary, it is hereby
provided that any determination not to redeem Defeased Certificates that is made in conjunction With
the payment arrangements specified in subsection 23(a)(1) or (ii); shall not be irrevocable, provided
that in the proceedings providing for such payment arrangements, the Issuer expressly(1)reserves the
right to call the Defeased Cerifflicates for redemption'; (2)gives notice of'the reservation of that right
to the owners of the Defeased Certificates immediately following the making of the payment
arrangements,and (3)directs ghat notice of'the reservation be included in any redemption notices that
it authorizes.
(b) Investment! in De sance, Securities. Any moneys, so deposited with the Paying
Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities,
maturing in the amounts and times as hereiriblefore set forth, and all income from such Defeas:ance
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 Defeasan,ce Securities or the substitution of other D:efeasance Securities upon the
satisfaction of the requirements specified in subsection 23(a)(i) or (ii). All income from such
Defeasance Securities received by the Paying Agent/Re,gistrar which is not required for the payment
of the Defeased Certificates, 'with respect to which such money has been so deposited, shall be
remitted to the Issuer or deposited as directed in writing by the Issuer.
(c) Pctying AgentlRegistrar Services. Until all Defeased Certificates shall have become
due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for
such Defeased Certificates the'same as if they had not been defeased, and the Issuer sihafl make proper
arrangements to provide and pay for such services as required by this Ordinance.,
20
(d) Selection of Cerlificatesfor Defeasance. In the event that the Issuer elects to defease,
less than all of the pn*ncipalamount of Certificates of a maturity, the Playing 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 findin
gs 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 purpolses of this Ordm* ance,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 other-wise requires, terms defined *in this Ordinance to
impart, the singular number shall be considered to include the plural number and vice: versa.
References to any named person shall mean that party and its successors and assigns. References to
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`
4 1 # 1110
any mandatory sinKing fund redemption payments as described herein. The titles and headings of the
Sections and subsections of this,Ordinance have been inserted for convenience of reference only and
are not to be considered a part, hereof and shall not in any way modify or restrict any of the terms or
provisions hereof.
Section 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 M EETING, 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 55 1, Texas Government
Code, as amended.
[Execution Page Follows]
21
ADOPTED this 14th,day of September, 2010.
r, f Fort Texas
ATTEST-
City Sccrct may,
City of Fart Worth, Texas (SEAL)
PROVED AS TO FORMAND LEGALITY:
City Attorney,
City of F'o rt , Tc as
22
Exhibit A
to
Ordinance
FORM OF CERTIFICATE
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT, DENTON AND WISE
CITY OF FORT WORTH, TEXAS
COMBINATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION
SERIES 2010A
MATURITY DATE INTEREST RATE DATED DATE CUSIP
September 1, 2010
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT 'WORTH,
TEXAS (the "City" or the "issuer"), being a political subdivision of the State of Texas, hereby
promises to pay to ,or to the
registered assignee hereof(either being hereinafter called the "registered owner")the pfincipal amount
of
DOLLARS
and to pay interest thereon, from the Dated 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, 2011, and semiannually on each September 1
and March 1 thereafter;except that if this Certificate is required to be authenticated and the date of its
authentication is later than March 1, 2011, such interest is payable semiannually on each September 1
and March 1 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 off this Certificate at the designated corporate trust office in Fort Worth,
Texas (the "Designated Trust Office"), of'Wells Fargo Bank, National Association, which is the
"Paying Agent/Registrar" for;this Certificate. The payment of interest on this Certificate shall be
made by the Paying Agent/Re istrar 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
A-1
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 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 oft "s 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 immediately available funds, of all
principal of and 'interest on the Certificates, when due. All Certificates of this Series are issuable
solely as fully registered certificates, without interest coupons, in any integral
I multiple ofd, (an
"'Authorized D enonii nation").
IN THE EVENT OF NON-PAYMENT of interest on a scheduled payment date, and for 310
days thereafter, a new recoil date for such interest payment (a"Special Record Date") will be
established by the Paying Agent/Registrar 7 if and when funds for the payment of such interest have
been received trom 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 appean'ng on the
Registration Books kept by the Paying Agent/Registrar at the close of business on the last business
day next preceding the date of mailing of such notice.
IF TEE DATE for the payment of the principal, of or 'interest on this Certificate shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the
Designated Trust Office of the Paying Ag,ent/Reg,istrar is located are authorized by law or executive
order to close) then the date for such payment shall be the next succeeding day which is not such a
Saturday, Sunday) legal holiday, or day on which banking, institutions are authorized to close- and
payment on such date shall have the same force and effect as if made on the original date payment
was due.
TFUS CERTIFICATE is one of a Series of Certificates dated September, 1, 2010, authorized
01
in accordance with the Constitution and laws of the State of Texas, in the principal amount, of
$42)5,95)0007 FOR TBE PURPOSE OF PROVIDING PART OF TliE FUNDS, FOR PAYING
CONTRACTUAL OBLIG,AT IONS TO;BE INCURRED BY T1-1E CITY,AS SET FORTH IN THE
CERTIFICATE ORDINANCE; and the payment of fiscal, engineering and legal fees incurred in
connection therewith.
ON MARCH 1, 2020, or on any date thereafter, the Certificates of this Series maturing on
March 1, 2021 and thereafter may be redeemed prior to their scheduled maturities, at the option of
the Issuer, in whole,1 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
A-2
shall be selected by lot, or other method by the Paying Agent/Registrar;provided, that during any
period in which ownership of the Certificates is determined only by a book entry at a securities
depository for the Certificates, if fewer than all of the Certificates of the same maturity and bearing
the same interest rate are to be redeemed, the particular Certificates,of'such maturity and bearing such
interest rate shall be selected in accordance with the arrangements between the Issuer and the
securities depository.
AT LEAST 30 days prior to the date fixed for any such redemption a written notice of such
redemption shall be given to the registered owner of each Certificate 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. Any notice so mailed shall be conclusively presumed to have been duly given
notwithstanding whether one or more registered owners,may have failed to have received such notice.
By the date fixed for any such redemption due provision shall be made by the Issuer with the Paying
Agent/Registrar for the payment of the required redemption price for this Certificate 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 Certificate, or the portion hereof which is to be so redeemed.: thereby automatically shall
be redeemed prior to its scheduled matur�ity, and shall not bear interest after the date fixed for its
A
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 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 unre-
deemed portion thereof, will be issued to the registered s,tered owner upon the surrender thereof for
cancellation, at the expense of the Issuer, all as provided in the Ordinance,
AS PROVIDED IN TfiE CERTEFICATE 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 Ag,ent/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 Assignment
printed or endorsed on this Certificate may be executed by the registered owner to evidence the
A-3
assignment hereof, but such method is not exclusive)and other instruments of assignment satisfactory
to the Paying Agent/Registrar may be used to evidence the assignment of this Certificate or any
portion or portions hereof from time to time by the registered owner. The foregoing notwithstanding,
in the case of the exchange ofan 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 beginru*ng at the oper�ng,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.
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&pository as to registering or transferring the book entry to produce
the same effect.
IN TBE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance that
appoint I
'llappo' a competent and,legally qualified substitute therefor, and promptly will cause
it promptly will
written notice thereof to be mailed to the registered owners of the Certificates.
IT IS HEREBY certi
terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for
inspection in the official minutes 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 Issuer.
IN WITNESS WHEREOF, this Certificate has been signed with the manual or facsimile
signature of the Mayor of the Issuer, attested by the manual or facsimile signature of the City
Secretary, and approved as to form and legality with the manual or facsirm*le signature of the City
Attorney, and the o�fficial seal of the Issuer has been duly affixed to, or impressed, or placed in
facsinu'le, on this Certificate,
X)MX XXXXX
City Secretary, City of Fort Worth,, Texas Mayor, City of Fort Worth, Texas
APPROVED AS TO FORM,
VOM
City Attorney,, City of Fort Worth, Texas (SEAL)
A-5
FORM OF PAYING AGENT/REGISTRARIS 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 describe, 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
WELLS F' GO BANK, NATIONAL
ASSOCIATION,
,haying Agent/Registrar
By
Authorized Representative
A-
*FORM OF C MPTROL,LER'S CERTMICATE ATTACHED TO
TBE CERTI ` CATES M Off. INITIAL DELIVERY TflEREOF
OFFICE OF COMPTROLLER
REGISTER NOS.
,STATE: OF TEXAS
I hereby certify that this Certificate of Obligation has been exarnined, certified as to validity,
and approved b the Attorney rUencral of the State of Texas'. and that this Certificate of Obligation
has been registered by the Comptroller of Public Accounts of the State ofTexas..
WI SS MY HAND and seal of office at Austin, Texas this
Comptroller of Public Accounts of
(SEAL) the State of Texas
NOTE
to .cc mp .ny it ti .i certificates only
A-
FORM OF ASSIGNMENT:
M
ASSIGNMENT
FOlR VALUE RECEIVED,ED, the undersigned hereby sells, assigns and transfers unto
I
(Please insert. Social Securitylor Taxpayer Identification Number of Transferee
('lease 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 fall power of substitution in the premises.
Dated
Signature Uuarantee
NOTICE: Signature(s)must be guaranteed by NOTICE: The signature above must
a member firm of the New 'Fork Stock correspond with the name of the Registered
Exchange or a commercial bank or trust owner as it appears upon the front of this
company. Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
The printer of the Certificates is hereby authorized to print on the Certificates (i) the foirm of bond
counsel's opinion relating to the Certificates, and(ii) a ropriate statement ofinsurance furnished
p g pp
by a municipal bond insurance company providing municipal blond insurance, if any, covering all or
any part of the Certificates.
8
Exhibit B
to
Ordinance
DESCRLPTION 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 specifi :
ed 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 Bonds as set forth in tables I
through 6, inclusive, and 8 thtough 15, inclusive, contained in such official statement, and Appendix
B to such official, statement., "Excerpts from the Annual Financi,al Report of the City of Fort
Worth, Texas". The above-described financial, information and operating data with respect to the
11
City is hereby incorporated bi reference, and in Section 16 of this Ordinance the City has agreed to
Y 1
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 referred to in Section 16 of this Ordinance are the accounting
principles described in the notes to the annual financial report referred to above.
B-I
'THE STATE of TEXAS
COUNTIES of TARRANT, DENTON AND WISE,
CITY of FORT WORTH .
I, Marty Hendrix, 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 September 14,
20 10,
and of the ordinance authorizing the issuance, Combination Tax and Revenue Certificates of
Obligation, Series 2010A, 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 14th day of September, 2010.
City Secretary, &y of Fort Worth. Texas
x
f
J
kSEAL)
y.
AV%a
utty of Fort Wo Texas
r r ., rr r r
J J I / r r .r r
Mayor and, Counci %.Pom � unica tion
COQ INCIL ACTION',: Approved on 9/114/2010 Ord. No,, 19331,*09,#*2010,
DATE,: Tuesday, September 14, 2010 REFERENCE NO.: G-117045
LOG NAME: 1310 CO SALE
SUBJECT:
Adopt an Ordinance Providing forlhe Issuance of Approximately $46,130,000.00 of the City of Fort Worth,
Texas, Combination Tax and Revenue Certificates of Obligation, Series 2010A, 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, Prescribing the Form of Said Certificates, and Ordaining Other Matters Related Thereto
.................I..............___111__,...... ..................... ...... .......... .............................
RECOMMENDATION:
It is recommended': that the City Council:
1. Adopt the attached ordinance providing for the issuance of approximately $46,130,000.00, of the City of
Fort Worth, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2010A;
2. Authorize approximately $46,'130,000.00 Clombination Tax and Revenue Certificates of Obligation,
Series 2010A, be sold to C-it" I ri�nig the lowest true Interest, rate of 2.776,098% percent.
the bidder offe
DISCUSSION:
Bids for approximately $46,130,000.00 Combination Tax and Revenue Certificates of'Olbligation, Series
201 OA, were received today, September 14, 2010, at 11-.30 a.m.
Proceeds from this sale will be used to fund projects from the 2007 Critical Capital Program, purchases of
I
new fire equipment, the General Fund and Golf Fund portion of the expenses for Phase 11 of the
Enterprise Resource Planning (ERP system, capital improvements related to Parking] and to pay costs
related to the issuance of the bonds.
In a,ddit,ion to the bond programs from 2004 and 2008, the City also has a 2007 Critical Capital Program
that identified capital needs and cost overruns that, due to timing issues and expenses related to calling a
bond election, warrant issuing Certificates of Obligation to finance the capital improvements. Certificates
of0bligation were issued in each year from 2007 through 2009, making this the fourth debt issuance in
this, program.
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 City has been working: for several years now to replace antiquated and separate computer systems
with one enterprise-wide system that is, anticipated to improve the efficiency and accuracy of the City's
business processes. This effort was, initially divided into two phases with the first phase, consisting of HR
and Payroll, funded by Tax Notes in August, 20,018 (1M&C, G- 16255) and is expected to be in operation in
October of this year. 'The second phase will be a much larger undertaking, involving the multi faceted
Logname: 1310 CO SALE Page 1 of2
financial systems across the City. This cost has been allocated across both Enterprise Funds and the
General Fund, with most Enterprise Funds budgeting their portion of the costs during one or more of the
next four years. The costs allocated t o t he General Fund ands: Golf Fund are being financed through the
Certificates being authorized in this C.
Lastly, the Parking Fund has identified a number of capital improvements that either provide necessary
repairs or the opportunity to increase revenues. Projects include the installation of Play, & Display (multiple
payment) parking stations, renovation of elevators and installation of modern parking equ�ipimen�t for the
I
Commerce Street garage, and installation of a security system in of the Commerce and Holu�ston Street
garages.
The debt service for the portions of this issuance attributed to the Golf and Parking Funds will be paid: by
their respective debt service funds.
The breakdown by program is as follows:
2110�O�7 Critical Capital Program $119651000
EIRP - General Fund $3510551000.00
1
ERP - Golf Fund $2,835,000.00
New Fire Equ�ipiment $411551000
i
Park,ing Fund P,rojiects, 120-1000-00
Total Sale $46,130,000.00
It is anticipated that the closing: and delivery of the funds will occur on October 19, 2010.
FISCAL-"IIN,FO.RM.A-riON I CERTIFICATION:
The Financial Management Services Director certifies that funds,will be available upon completion of the
sale, closing and delivery of approximately $46,130,0010.00 City of Fort Worth, Texas, Combination Tax
and Revenue Certificates of Obligation, Series 2010A.
-rhe Financial Management Services Director also certifies that fund's will be available to make the debt
I
service payments on these obligations.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
........................-.-......
QERT1F1CA-r.1Q1NS:
Submitted for fit, Manag_er'..s Office by Karen Montgomery (6222)
-I—I'll--- -,-1-11 pager's ..................
Originating Der)artment Head: Lena Ellis (8517)
Additional Information Contact: James Mauldin (2438)
.................... ............. ........ ............ . ...........-..........................
Logname: 131 CO SALE Page 2 of 2