HomeMy WebLinkAboutOrdinance 19332-09-2010 THE, STATE C. TEXAS rr
,COUNTIES OF TARRANT, DENTON AND WISE
CITY OF FORT WORTH
On the 14th day of September, 0I C, the City Council of the City of Fort Worth,Texas, met
in regular, open, public meeting in the City Council. Chamber in the Cif'' Hall, and roll was called of
the duly constituted members of the City Council, to-wit.
Mike Moncrief, Mayor
Salvador Espino,
W.B. "Zim" Zimmerman
Danny, carth,
Frank moss,
fungus Jordan, Councilmlembers,
Carter Burdette,
Kathleen Nicks, -
Joel Burns,
Tale A. Flis,seler, City Manager,
David Yett, City Attorney,
Marty Iendrix, City Secretar-y,
Lena Ellis, Chief Financial Officer
with absent, thus constituting a quorum present, and after the City Council had
transacted certain business, the following business was transacted, to-wit
Councilmernhe .
introduce an ordinance an moved its a�ssage� e motion was
seconded by Counccilmernher M VS5 The Ordinance was read by the City Secretary.. The
notion, carrying with it the passage of the ordinance prevailed a vote of� AS.0 NAYS. e.
g � g y
ordinance as passed is as follows:
ORDINANCE No. -3 09-20 10
PROVIDING FOR THE ISSUANCE of TWENTY MILLION FIVE HUNDRED
AND NINETY THOUSAND DOLL ($20,590,0010) OF THE GENERAL
PURPOSE BOND , SERIES 2010, OF T1-4E CITY OF FORT" WORTH, TEXAS.,
BEARING INTEREST AT THE RATES HEREINAFTER .SET" FORTH, AND
PROVIDING Fob.THIS LEVY,ASSESSMENT AND COLLECTION OF A.TAX
SUFFICIENT To PAY THE INTEREST ON SAID BONDS AND To CREATE A
SINKING FUND FOR THE REDEMPTION THEREOF AT TURT-l'Y;AND
ORDAINING AININ OTHER MA" ERS RELATED THERETO
: REAS, it is deemed advisable and in the best interest of the City of Fort Worth (the
""city"" or the "Issuer") that certain general purpose bonds authorized at elections previously held in said
City be combined in a single issue and sold at this time, the dates of election, amount of beds
authorized thereat,purpose,amount of bonds previously sold,and the amount now to be sold being;as
follows.
DATE OF AMOUNT AMOUNT AI's O UNT
LFaION A=QRILEQ PLMPQs a P&EY10LiSLY aQLQ NQW QEE
February 7,2004 5232,900, street Improvement 10,205.POOO $20P590,OW
February 7,2004 21)615P00 Park&Rec.Improvements 195751 -0-
May 10,2008 street Improvements 63,74Q.d" Z'L -
4 4,515, $273„520,0 $2010590POO
WHEREAS, the bonds hereinafter authorized to find the projects hereinafter described are to
be issued and delivered pursuant to the laws of the ,Mate of Texas,including specifically Chapter 1331,
Teas overnment Code; and
WHEREAS,it is deemed advisable and to the best interest of the City that the bonds to be sold
pursuant to the aforesaid elections, be sold at this time, pursuant to the lays of the State of Texas.
NOW,THEREFORE,BE IT ORDAINED BY T'HE CITY COUNCIL 01F THE CIS'”of
FORT WORTH, TEXAS'•
1.That the bond or bonds of the City of Fort Worth, Texas (thee "City" or the "Issuer") to be
called "General Purpose Bonds,Series 2010" (the"Bonds" or the"Series, 2010 Bonds" ,be issued under
and by virtue of the Constitution and laws of the State of Texas and the Charter of the City in the
aggregate principal amount of Twenty Million Five Hundred Ninety Thousand Dollars ($20,590:,,000)
for the purpose of i constructing permanent street improvements and storm sewer improvements
related to such street improvements,and (ii) paying;the costs of issuance associated with the issuance of
the Series 2010 Bonds,all in accordance with the bond propositions approved at the February 7,2004
bond election.
2. That the Series 2010 Bonds shall be dated September 1, 2010, shall be in the denomination
of$5,000 each,or any integral multiple of$5,000 an "Authorized Denomination"),shall be numbered
consecutively from -1 upward, and shall mature on the maturity date, in each of the years,and in the
amounts, respectively, as set forth in the following schedule.
T1 DATE, MARCH 1
YEARS AMOUNTS4 YEARS AMOUNTS_�4
2011 13 0203 000 2021 1 1
2012, 13030 3000 2022 1,030,000
2013 1,0301000 2023 11030,000
2014 13030,000! 2024 1,030,000
2015 1,0301000 2025 1,030,000
201 1,0303000 2026 1,030,000
201 ' 13030,000 2027 1,030,000
2018 130301000 2028 13030,000
2019 1,0303000 2029 1,0301,000
2020 13030,0100 2030 1310303000,
3. a The City reserves the right to redeem the Series 2010 Bonds maturing on or after March
13 2021, in whole or in part in any Authorized Denomination, on March 1, 2020,or on any date there-
after, for the principal amount, without premium , plus accrued interest to the date fixed for
redemption. The years of maturity of the Series 2010 Bonds called for redemption at the option of the
City prior to stated maturity shall be selected by the City. The Series 2010 Bonds or any portion re-
deemed within a maturity shall be selected by lot, or other method, by the Paying Agent/Registrar
(defined below) rovic e ,that during any period in which ownership of the Bonds is determined only by
a boob entry at a securities depository for the ,Series 2010 Bonds, if fewer than all of the Series 2010
Bonds of the same maturity and bearing the same interest rate are to be redeerned, the particular Series
2010 Bonds of such maturity and hearing such interest rate shall be selected in accordance with the
arrangements between the City and the securities depository.
(b) The Series 2010 Bonds are not subject to mandatory sinking fund redemption prior to their
scheduled maturities.
(c) The City shall cause notice of any redemption of ,Series 2010 :fonds to be given in the
manner provided in the FORM OF BOND.I . By the date Fixed for any such redemption,due provision.
shall be made with the Paying Agent/Registrar for the payment of the required redemption price for
the Series 2010 Bonds or the portions thereof which are to be so redeemed, plus accrued interest
thereon to the date Fixed for redemption. If such notice of redemption is given to the extent notice is
required to be given), as provided in the FORM OF BOND,and if due provision for such payment is
made, all as provided above, the Series 2010 Bonds or the portions thereof which are to be so
redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, and shall not
bear interest after the date Fled for their redemption,and shall not be regarded as being out'standing
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 gent Registrar out of the funds provided for such
payment. The Paying Agent/Registrar shall record in the registration books all such redemptions of
principal of the ,Series 2010 Bonds or any portion thereof. If a portion of any Series 2010 Bond shall
be redeemed a substitute Series 2010 Bond or Series 2010 Bonds having the same maturity date,b tng
interest at the same rate, in an denomination y integral multiple of$5,000, at
y upon or denominations in a.n
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the written request of the registered owner, and in an aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for
cancellation, at the expense of the City, all as provided in this Ordinance.
4. That the Series, 2010 Blonds scheduled to mature during the years, respectively,, set folrth
below shall bear interest at the following rates per annum:
maturities 20,11, 2.000% maturities 2021,1 4.000%
maturities 2012, 2.000% maturities 2,022, 3.0100%
maturities 20131 ,2.000% maturities 2023, 3.000%,
maturities 2014,, 2.000% maturities 2024,1 , 4.000%
maturities 2015, 2.000%, maturities 2025, 4.000%
maturities 20 2."00%
16, 1.) maturities 2026, 4.000%
maturities, 2017, 2.000% maturities 2027,, 4,000%
maturities 2018, 3.000% maturities 2028) 4.000%
maturities 20191 4.000% maturities 2029, 4.0100%
maturities 202011, 4-000% maturities, 2030, 4.000%
'Me interest shall be payable to the registered owner of any such Series 2010 Bond in the manner
provided and on the dates stated in the FORM OF BOND. Interest shall be calculated on the basis of
a 360-day year consisting of twelve 30-day months,.,
5. (a) That the City shall keep or cause to be kept at the designated corporate trust office, in
Fort Worth, Texas (the "Designated Trust Office") of Wells Fargo Bank, National Association (the
"Paying Agent/Registrar"" , or such other bank, trust company, financial institution, or other agency
named in accordance with the provisions of(g) below,books or records of the registration and transfer
of the Series 2010 Blonds (the "Registration Books"), and the City hereby appoints the Paying
Agent/Registrar as its registrar and transfer agent to keep such books or records and make such
transfers and repstratioins under such reasonable regulations as the City and the Paying Agent/Registrar
may prescribe;and the Paying Agent/Registrar shall make such transfers and registrations as herein pro:-
vided. It shall be the duty of the Paying Agent/Registrar to obtain from the registered owner and
record in the Registration Books the address of such registered owner of each bond to,which payments
with respect to the Series 2010 Bonds shall be mailed,as herein provided. '17he City or its designee shall
have the right to inspect the Registration Books during regular business hours of the Paying
Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the i
Re 9stration Books confi-
denbal and, unless otherwise required by law, shall not permit their inspection, by any other entity.
Registration of each Series 2010, Bond may be transferred in the Registration Books only upon
presentation and surrender of such bond to the Playing Agent/Registrar for transfer of registration and
cancellation, together with proper written instruments of assignment;, in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar,evidencing the assignment of such bond, or any
portion thereof in any integral multiple of$5,0+ 0, to the assignee or assignees thereof,and the night of
such assignee or assignees to have such bond or any such portion thereof registered in the name of
such assignee or assignees. Upon the assignment and transfer of any Series 2010 Bond or any portion
thereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herein
provided.
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(b) The entity in whose name any Series, 2010 Bond shall be registered in the Registration
Books, at any time shall be treated as the absolute owner thereof for all purposes of this Ordinance,
whether such bond shall be overdue,and the City and the Paying Agent/Registrar shall not be affected
by any notice to the contrary;and payment of or on account of, the principal of, premium,if any,and
interest on any such bond shall be made only to such registered owner. All such payments shall be
valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or
sums so paid.
(c) The City hereby fuether appoints the Paying Agent/Registrar to act as the playing agent for
paying the principal of and interest on the Series 2010 Bonds, and to act as its agent to exchange or
replace Series 2010, Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep
proper records of all payments made by the City and the Playing Agent/Registrar with respect to the
Series 2,010 Bonds, and of all exchanges thereof, and all replacements thereof, as provided in this
Ordinance.
(d) Each Series 2010 Bond may be exchanged for fully registered bonds in the manner set forth
herein. Each bond issued and delivered pursuant to this Ordinance,, to the extent of the unredeemed
principal amount thereof, may, upon surrender thereof at the Designated Trust Office of the Paying
Agent/Registrar, together with a written request therefor duly executed by the registered over or the
assignee or assignees thereof,or its or their duly authorized attorneys or representatives,with guarantee
of signatures satisfactory to the Paying Agent/Relgistrar,at the option of the registered owner or such
assignee or assignees,as appropriate,be exchanged for fully registered bonds,without Merest coupons,
in the form prescribed in the FORM OF BOND, in the denomination of $5,000, or any integral
multiple thereof(subject to the requirement hereinafter stated that each substitute bond shall have a
single stated maturity date), as requested in writing by such registered owner or such assignee or
assignees, in an aggregate principal amount equal to the unredeemed principal amount of any Series,
2010 Bond or Series 2010 Bonds so surrendered, and playable to the appropriate registered owner,
assignee,or assignees,as the case may be. If a portion of any Series 2010 Bond shall be redeemed prior,
to its scheduled maturity as provided herein,a substitute bond or bonds having the same maturity date,
bearing interest at the same rate, in the denomination or denominations of'any integral multiple of
$5,000 at the request of the registered owner, and in an aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for
cancellation. If any Series 20,10 Bond or portion thereof is assigned and transferred,each bond issued
in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the
bond for which it is being exchanged. Each substitute bond shall bear a letter and/or number to
distinguish it from each other bond., The Paying Agent/Registrar shall exchange or replace Series 2010
Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or re-
placement of any Series 2010 Bond or portion thereof as permitted or required by any provision of this,
Ordinance shall constitute one of the Series 2010 Bonds for all purposes of this Ordinance, and may
agai
,n be exchanged or replaced. It is specifically provided, however, that any Series 2010 Bond
delivered in exchange for or replacement of another Series 2010 Bond prior to the first scheduled
interest payment date on the Series 2010 Bonds as stated on the face thereof shall be dated the same
date as such Series 2010 Bond, but each substitute bond so, delivered on or after such first scheduled
interest payment date shall be dated as of the interest payment date preceding the date on which such
substitute blond is delivered, unless such substitute bond is delivered on an interest payment date, in
which case it shall be dated as of such date of delivery;provided,however,that if at the time of delivery
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of any substitute bond the interest on the bond for which it is being exchanged has not been paid,then
such substitute bond shall be dated as of the date to which such interest has been paid in full. On each
substitute bond issued in exchange for or replacement of any Series 2010 Bond or Series 2010 Bonds
issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication
Certificate, in the form hereinafter set forth in the FORM OF BOND (the "Authentication
Certificate"). An authorized representative of the PayingAgent/Registrar shall, before the delivery of
any such substitute bond, date such substitute bond in the manner set forth above,and manually sign
and date the Certificate., and no such substitute bond shall be deemed to be issued or outstanding
unless the Certificate is so executed. The Paying Agent Registrar promptly shall cancel all Series,2010,
Bonds surrendered for exchange or replacement. No additional ordinances,orders,or resolutions need
be passed or adopted by the City Council or any other body or person so as to accomplish the fore-
going exchange or replacement of any Series 2010 Bond or portion hereof, and the Paying
Agent/Reg'strar shall provide for the printing, execution, and delivery of the substitute bonds in the
manner prescribed herein. Pursuant to Chapter 12,06,Texas Government Code, the duty of exchange
or replacement of any Series 2010 Bond as aforesaid is hereby imposed upon the Paying
Agent/Registrar,and,upon the execution of theAuthentication,Certificate, the exchanged or replaced
bond shall be valid incontestable and enforceable,in the same manner and with the same effect as the
Series 2010 Bonds which originally were delivered pursuant to this Ordinance, approved by the
Attorney General, and registered by the Comptroller of Public Accounts,. Neither the City nor the
Paying Agent Registrar shall be required (1) to issue, transfer, or exchange any bond during a period
beginning at the opening of business 30 days before the day of the first mailing of a notice of
redemption of bonds, and ending at the close of business on the day of such nailing, or (2) to transfer
or exchange any bond so selected for redemption in whole when such redemption is scheduled to
occur within 30 calendar days.
(e) All Series 2010 Bonds issued in exchange or replacement of any other Series 2010 Bond or
portion thereof, (1) shall be issued in fully registered form,without interest coupons,with the principal
of and interest on such ,)eries 2010 Bonds 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 ex-
changed for other Series 2010 Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed,
and (vii} the principal of and interest on the Series 2010 Bonds shall be payable,all as provided,and in
the manner required or indicated, in the FORM OF BOND.
The City shall pay the Paying Agent/Registrar's reasonable and customary fees and charges
for making transfers of Series 2010, Bonds,,but the registered owner of any Series 2010 Bond requesting
such transfer shall pay any taxes or other, governmental charges required to be paid with respect,
thereto. The registered owner of any Series 2010 Bond requesting any exchange shall pay the Paying
Agent/Registrar's reasonable and standard or customary fees and charges for exchangL'ngany such bond
or portion thereof, together with any taxes or governmental charges required to be paid with respect
thereto,all as a condition precedent to the exercise of such privilege of exchange,except;however,that
in the case of the exchange of an assigned and transferred bond or bonds or any portion or portions
thereof in any integral multiple of$:5,000,and in the case of the exchange of the unredeemed portion of
a,Series 2010, Bond which has been redeemed in part prior to maturity,,as provided in this Ordinance,
such fees and charges will be paid by the City. In addition, the City hereby covenants with the
registered owners of the Series 2010 Bonds that it will (i), pay the reasonable and standard or customary
fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the
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principal of and interest on the Series 20 0 Bonds,when due, and (11) pay the fees and charges of the
Paying Agent/Registrar for services with respect to the transfer or registration of Series 2010 Bonds
solely to the extent above provided, and with respect to the exchange of Series 2010 Bonds solely to
the extent above provided.
(g) The City covenants with the registered owners of the Series 2010 Bonds that at all times
while the Series 2010 Bonds are outstanding the City will provide a competent and legally qualified
bank, trust company, financial institution,or other agency to act as and perform the services of Paying
Agent/Reg'strar for the Series 2010, Bonds under this ordinance,and that the Paying Agent/Registrar
will be one entity. The Q he right to, and may, at its aying
I ti pity reserves t option', change the P
Agent/Registrar upon not less than 60 days written not-ice to the Paying Agent/Registrar. In the event
that the entity at any time acting as Paying Agent/Regstrar or its successor by merger,acquisition,or
other method) should resign or otherwise cease to act as such,the City covenants that promptly it will
appoint a competent and legally qualified national or state banking institution which shall be a
corporation organized and doing business under the laws of the United States of America or of any
state, authorized under such laws to exercise trust powers, subject to supervision or examination by
federal or state authority, and whose qualifications substantially are similar to the previous Paying
Agent/Registrar to act as Paying Agent/Registrar under this Ordinance. Upon any change in the
Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books or a copy thereof,along with all other pertinent books and records relating to the
Series 2010 Bonds,,to the new Paying Agent/Registrar designated and appointed by the City., Upon any
change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent
by the new Paying Agent/Registrar to each registered owner of the Series 201 o Bonds)by United States
mail, first-class postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar. By accepting the position and performing as such,each Paying Agent/Registrar shall
be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance
shall be delivered to each Paying Agent/Registrar.
(h) Each redemption notice,whether required in the FORM OF BOND or otherwise by
this Ordinance, shall contain a description of the Series 2010 Bonds, to be redeemed, including the
complete name of the Series 2010 Bonds, the series, the date of issue, the interest rate, the maturity
date,the CUSIP number,if any, the amounts called of each certificate,the publication and maihngdate
for the notice, the date of redemption, the redemption price,the name of the Paying Agent Registrar
and the address at which the Series 2010 Bond may be redeemed, including a contact person and
telephone number. All redemption payments made by the Paying Agent/'Registrar to the registered
owners of the Series 2010 Bonds shall include CUS,IP numbers relating to each amount plaid to such
registered owner.
(i) With respect to the Series 2010, Bonds, 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 ear-and the amount of tax withheld, if any,with respect to payments of the
Series 2010 Bonds, and (ii) the amount of interest or amount treated as interest on the z:)len'es 2010
Bonds and required to be included in the gross income of the Registered Owner thereof.
6. That the form of all Series 201,0 Ponds,including the form of the Comptroller's, Registration
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Certificate to accompany the Series 20110 Bonds on the initial delivery thereof, the form of the
Authentication Certificate, and the Form of Assignment to be printed on each of the Series, 2010
Bonds, shall be, respectively, substantially as set forth in Exhibit A to this Ordinance, with such
appropriate variations, omissions, or insertions as are permitted or required by this Ordinance.
7. (a) That a special fund or account, to be designated the "City of Fort Worth,Texas Series
2010 General Purpose Bonds Interest and Redemption Fund"' (the "Interest and Redemption F'un,d'D is
hereby created and shall be established and maintained by the City. The Interest and Redemption Fund
shall be kept separate and apart, from all other funds and accounts of the City, and shall be used only
for paying the interest on and principal of the Series 2010 Bonds. All taxes levied and collected for and
on account of the Series 2010 Bonds shall be deposited, as collected, to the credit of the Interest and
Redemption Fund. During each year while any of the Series 20,10 Bonds is outstanding and unpaid,the
City Council of the City shall, compute and ascertain the rate and amount of ad valorem tax, based on
the latest approved tax rolls of the City,with full,allowances being made for tax delinquencies and costs
of tax collections,which will be sufficient to raise and produce the money required to, pay the interest
on the Series 2010 Bonds as such interest comes due,and to provide a sinking fund to pay the principal
(including mandatory sinking fund redemption payments, if any) of the Series 2010 Bonds as such
principal matures,but never less than 2%of the outstanding principal amount of the Series 2010 Bonds
as a sinking fund each year Said rate and amount of ad valorem tax is hereby ordered to be levied and
is hereby levied apt ins,t all taxable property in the City for each year while any of the Series 2010 Bonds
i,s, 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 Series 2010 Bonds, as such interest comes due, and such principal
matures or comes due through operation of the mandatory s,inking fund redemption, if any, as
provided in the FORM OF BOND,are hereby pledged for such p ur p ose,within the lin-iit prescribed by
law. There shall be appropriated from the General Fund of the City for deposit into the Interest and
Redemption Fund moneys as may be necessary to pay the first scheduled debt service payments on the
Series 2010 Bonds.
(b) Chapter 1208, Texas Government Code, applies to the issuance of the Series 2010 Bonds
and the pledge of ad valorem taxes made under Section 7(a) of this Ordinance, and such pledge is
therefore valid) effective,, and perfected,. If Texas law is amended at any time while the Series, 2010
Bonds are outstanding and unpaid such that the pledge of ad valorem taxes made by the City under
Section 7(a) of this Ordinance is to be subject to,the filing requirements of Chapter 9,Texas Business&
Commerce Code, then in order to preserve to the registered owners of the Series 2010 Bonds the
perfection of the security interest in said pledge, the City agrees to take such measures as it determines
are reasonable and necessary under Texas law to comply with the applicable provisions: of Chapter 9,
Texas Business &Commerce Code and enable a filing to perfect the security interest in said pledge to
occur.
(a) That in the event any outstanding Series 2010 Bond is damaged,mutilated,lost,stolen,or
destroyed, the Paying Agent/Regis trar shall cause to printed.,executed,and delivered,a new bond of
the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen,, or
destroyed Series 2010 Bond, in replacement for such Series 2010 Bond in the manner hereinafter pro-
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vided.
(b) Application for replacement of damaged, mutilated, lost", stolen or destroyed Series 2010
Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a
Series 2010 Bond, the applicant for a replacement bond shall furnish to the City and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them harmless
from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a
Series 2010 Bond,the applicant shall furnish to the City and to the Playing Agent/Registrar evidence to
their satisfaction of the loss, theft, or destruction of such Series, 2010 Bond, as the case may be. In
every case of damage or mutilation of a Series 2010 Bond, the applicant shall surrender to the Paying
Agent/Registrar for cancellation the Series 2010 Bond so, damaged or mutilated.
(c), Notwithstanding the foregoing provisions of this Section, in the event any such Series 2,010
Bond shall have matured, and no default has occurred which is then continuing,-in the payment of the
principal of,, redemption premium,, if any, or interest on the Series 2010 Bond, the City may authorize
the payment of the same (without surrender thereof except in the case of a damaged or mutilated Series
2010 Bond) instead of issuing a replacement Series 2010 Bond, provided security or indemnity is fur-
nished as above provided in this Section.
(d) 'Prior to the issuance of any replacement bond, the Playing Agent/Reg'strar shall charge the
owner of such Series 2010 Bond with all legal, printing, and other expenses in connection therewith.
Every replacement bond issued pursuant to the provisions,of this Section by virtue of the fact that any
Series, 2010 Blond is lost, stollen, or destroyed shall constitute a contractual obligation of the City
whether or not the lost, stolen, or destroyed Series 2010 Bond shall be found at any time, or be
enforceable by anyone, and shall be entitled to all, the benefits of this Ordinance equally and
proportionately with any and all other Series 2010 Bonds duly issued under this Ordinance.,
(e) In accordance with Chapter 1206,Texas,Government Code, this Section of this Ordinance
shall constitute authority for the issuance of any such replacement bond without necessity of further
action by the governing body of the City or any other body or person,and the duty of the replacement
of such bonds is hereby authorized and imposed upon, the 'Paying Agent/Registrar, subject to the
conditions imposed by this Section 8 of this Ordinance, and the Paying Agent/Registrar shall
authenticate and deliver such bonds in the l form and manner and with the effect,as providedm' Section
5(d) of this Ordinance for Series 2010 Bonds issued in exchange for other Series 2010 Bonds.
9. That the Mayor, the City Secretary, the City Manager, any Assistant City Manager or the
Chief Financial Officer of the City, the Director of Finance, 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 herein mentioned, as may be necessary or desirable in order to carry out the
terms and provisions of this Ordinance or the Series 2010 Bonds., In case any officer whose signature
appears on any Series 2010 Blond shall cease to be such officer before; the delivery of such Series 20101
Blond, such signature shall nevertheless be valid and sufficient for all purposes the same as if he or she
had remained in office until such delivery. The City Manager of the City or the designee thereof is
hereby authorized to have control of the Series 2010 Bonds,and all necessary records and proceedings
pertaining to the Series 2010 Bonds pending their delivery and their investigafion, examination and
approval by the Attorney General of the State of Texas, and their registration by the Comptroller of
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Public Accounts of the State ofTexas,. Upon registration of the Series,2010 Bonds,said Comptroller of
Public Accounts or a deputy designated in writing to act for said Comptroller) shall manually sign the
Comptroller's Registration Certificate accompanying the Series 2010 Bonds, and the seal of said
Comptroller shall be impressed, or placed in facsimile, on each such certificate. The City Council
hereby authorizes the payment of the fee of the Office of the Attorney General of the Mate of Texas
for the examination of the proceedings relabn 9 to the issuance of the Series 2010 Bonds in the amount
determined in accordance with the provisions of Section 1,202.0014, Texas, Government Code.
10. That the sale of the Series 2010 Bonds to Robert W.Baird &Co.), Inc. (and associates) (the
"Purchaser"), at a pric'e of par and accrued interest on the Series 2010 Bonds to the date of delivery,
plus, premium in the amount of$75,1,530.30, is authorized) ratified and confirmed. The Series 2010
Bonds 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. The City Council hereby finds, determines and declares
that the Series 2010 Bonds were sold to the highest bidder at terms that were the most advantageous
reasonably obtained. One Series 20110 Bond in the principal amount maturing on each maturity date as
set out in Section 2 of this Ordinance shall be delivered to the Purchaser,and the Purchaser shall,have
the right to exchange such certificates as provided in Section 5 of this Ordinance without cost. ne
City Council hereby ratifies the use of the "Preliminary Official Statement" preparedm' connection with
the sale of the Series 2010 Bonds.
11. That the Issuer covenants to take any action to assure, or refrain from any action which
would adversely affect, the treatment of the Series 2010 Bonds as obligations described in section 103
of the Internal Revenue Code of 1986 (the "Code"), the interest on which is not includable in the
""gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the
Issuer covenants as follows,:
(a) to take any action to assure that no more than 10 percent of the proceeds of the
Series 20110 Bonds i or the projects financed therewith Oess amounts deposited to a reserve ftind,
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 or indirectly,, secure or provide for the payment of
more than 10 percent of the debt service on the Series 2010 Bonds, in contravention of section
141(b)1(2) of the code,-I
i(b) to take any action to assure that in the event that the "private business use"'
described in subsection (a) hereof exceeds 51 percent of the proceeds of the Series 2010 Bonds
or the protects financed therewith Mess amounts 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
"disproportionate,"within the meaning of section 141(b)(3) of the Code,to the governmental
use,,
(c) to take any action to assure that no amount which is greater than the lesser of
$51,000,000.,or 5 percent of the proceeds of the Series,2010 Bonds Mess amounts deposited into
a reserve fund, if any) is directly or indirectly used to finance loans, to persons,other than state
or local governmental units, in contravention of section 141(c) of the Code-,
9i
(d) to refrain from taking any action which would otherwise result in the Series
2010, Bonds being treated as "private activity bonds" within the meaning of section 141(b) of
the Code;
(e) to refrain from taking any action that would result in the Series 2010, Bonds
being "federally guaranteed" within the meaning of section 149(bi) of the Code,,-
(0 to refrain from using any portion of the proceeds of the Series 2010 Bonds,
directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to
acquire investment property as defined in section 148(")(2) of the Code) which produces a
materially higher yield over the term of the Series 2010 Bonds, other than investment property
acquired with --
(1) proceeds of the Series 2010:Bonds,invested for a reasonable temporary
period until such proceeds:are needed for the purpose for which the Series 2010 Bonds
are issued,,
(2) amounts invested in a bona fide debt service fund.,within the meaning
of section 1.148-1(b} of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10, percent of the proceeds of the
Series 2010 Bonds.;
(g), to otherwise restrict the use of the proceeds of the Series 2010 Bonds or
amounts treated as proceeds of the Series 2010 Bonds, as may be necessary, so that the Series
2010 Bonds do not otherwise contravene the requirements of section 148 of the Code(relating
to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance
refundings); and
(h) to pay to the United States of America at least once during each five-year period
(beginning on the date;of delivery of the Series 2010 Bonds) an amount that is at least equal to
910 percent of the "Excess Earnings",within the meaning of section 148(o of the Code and to
play to the United States of America,, not later than 60 days after the Series 2010 Bonds 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 Code.
For purposes of the foregoing clauses (a) and (b!) above, the Issuer understands that the term
"proceeds" includes "disposition proceeds"as defined in the Treasury Regulations and,in the case of a
refunding bond, transferred proceeds if any) and proceeds of the refunded bonds expended prior to
the date of the issuance of the Series 2010 Bonds. It is the understanding of the Issuer that the
covenants contained herein are intended to assure compliance with the Code and any regulations or
rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that
regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as
applicable to the Series 2010 Bonds, the Issuer will not be required to comply with any covenant
contained herein to the extent that such failure to comply,in the opinion of nationally-recognized bond
counsel,will not adversely affect the exemption from federal income taxation of interest on the Series
2010 Bonds under section 1013 of the Code. In the event that regulations or rulings are hereafter
10
promulgated which impose additional requirements which are applicable to the Series 2010 Bonds,the
Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of
nationally-recognized bond counsel,to preserve the exemption from federal income taxation of'interest
on the Bonds under section 103 of the Code. In furtherance of the foregoing, each of the Mayor, the
City Manager, any Assistant City Manager, the Chief Financial Officer of the City and the Director of
Finance may execute any certificates or other reports required by the Code and to make such elections,
on behalf of the City,which may be permitted by the Code as are consistent with the purpose for the
issuance of the Bonds.
In order to facilitate compliance with the above clause (h), a "Rebate Fund" is hereby
established by the City for the sole benefit of the United States of America,and such Rebate Fund shall
not be subject to the claim of any other person, including without limitation the registered owners of
the Bonds., The Rebate Fund is established for the additional purpose of compliance with section 148
of the Code.
12. That the Issuer covenants to account for the expenditure of proceeds from the sale of the
Series 2010 Bonds and any investment earnings thereon to be used for the purposes described in clause
(i) of Section I of this Ordinance (each such purpose referred to, herein and Section 13 hereof as a
"Project") on its books and records, by allocating proceeds to expenditures within 18 months of the
later of the date that (a), the expenditure on a Project is made or (b) each such Project is completed.
The foregoing notwithstanding,the Issuer shall not expend such proceeds or investment earnings more
than 6,0 days after the later of(a) the fifth anniversary of the date of delivery of the Series 2010 Bonds
or (b) the date the Series 2010 Bonds are retired, unless the Issuer obtains an opinion of nationally
recognized bond counsel substantially to the effect that such expenditure will not adversely affect the
tax-exempt status of the Series 2010 Bonds.
13. That the Issuer covenants that the property constituting a Project will not be sold or
otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation,
unless the Issuer obtains an opinion of nationally-recognized bond counsel substantially to the effect
that such sale or other disposition will not adversely affect the tax-exempt status of the Series 2010
Bonds. For purposes of this Section, the portion of the property comprising personal property and
disposed of in the ordinary course of business shall not be treated as a transaction resulting in the
receipt of cash or other compensation. For purposes of this Section, the Issuer shall not be oibiligated
to comply with this covenant if it obtains an opinion of nationally-recognized bond counsel to the
effect that such failure to comply will not adversely affect the excludability for federal income tax
purposes from gross income of the interest.
14., (a' "efinitions. 'ghat, as used in this Section, the following terms shall have the meanings
ascribed to such terms below.-
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC' means the United States: Securities and Exchange Commission.
(b), Annual Reports. (i) 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 with respect
ii
to the City of the general type described in Exhibit B hereto. Any financial statements so to be
provided shall be I prepared in accordance with the accounting principles described in Exhibit B
hereto, or such other accounting principles as the City may be required to employ from time to time
pursuant to state law or regulation,and 2 audited if the City commissions an audit of such statements
and the audit is completed within the period during which they must be provided. If the audit of such
financial statements is not complete within such period,then the City shall provide unaudited financial
statements by the required time,and shall provide audited financial statements for the applicable fiscal
year to the MS ,when and if the audit report on such statements becomes available.
(1i) If the City changes its fiscal year, it will notify the MSRB of the change (and of the date of
the new fiscal year end) prior to the next date by which the City otherwise would be required to
provide financial info ation and operating data pursuant to this Section. The financial information
d 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 MS that theretofore has been provided to each
NRMSIR and any SID or filed with the SEC. Filings shall be made electronically,in such format as is
prescribed by the MS .
(c) Materia ' vent Notices. The City shall notify any SID and either each NRMSIR or the MS_
in a timely manner, of any of the following events with respect to the Series 2010 Bonds,if such event
is material within the meaning of the federal securities laws:
1- Principal and interest payment delinquencies;
2. Non-payment related.. defaults,
31.1 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 heir failure to performs,
6. Adverse tax opinions or events affecting the tax-exempt status of the Series
2010 Bonds;
7. Modifications to rights of holders of the Series 2010 Bonds-,
S. Series 2010 ;fond calls;
91. Defeasances
10. Release,substitution,,or sale of property securing repayment of the Series 2011
Bonds;,and
11. dating changes.
The i'� shall notify the MS , i
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, Disc4imery, and Amen ' ents. i The City shall be obligated to observe and
perform the covenants specified in this Section for so long,as, but only for so Long as, the City remains
an ""obligated person" with respect to the Series 20110 Bonds within the meaning of the Rule, except
that the City in any event will give notice of any deposit made in accordance with this ordinance or
applicable law that causes any Series 2010 Bonds no longer to be outstanding..
01) The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Series 2010 Bonds, and nothing in this Section,,express or implied,shall give any benefit or any
legal or equitable right,, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial, information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other information that may be relevant or material to a complete presentation of the City's financial
results,condition, or prospects or to update any information provided in accordance with this Section
or otherwise, except as expressly provided herein. The City does not make any representation or
warranty concerning such information or its usefulness to a decision to invest in or sell Series, 2010
Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE L TO THE HOLDER
OR BENEFICIAL OW]'*,4ER OF ANY SERIES 2010 BOND, OR ANY OTHER PERSON., IN
CONTRACT OR TORT., FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY
BREACH BY THE CITY.,WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART.,OF
ANY COVENANT:SPECIFIED IN THIS SECTION,BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON., IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(1v) No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim,,waive, or otherwise limit the
duties of the City under federal and state securities laws.
(v) Should the Rule be amended to obligate the City to make filings with or provide notices to
entities other than the MS,RB,.,,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 arise from a change in legal requirements, a change in law, or a chan
Ige in
the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this
Section.,as so amended,would have permitted an underwriter to purchase or sell Series 210110 Bonds in
the primary offering of the Series 2010 Bonds 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 Series 2010 Bonds consent to such amendment or(b) a person that is unaffiliated with the
City such as nationally recognized bond counsel) determines that such amendment will not materially
impair the interest of the holders and beneficial owners of the Series 2010 Bonds. If the City so
amends the provisions of this Section, it shall include with any amended financial information or
operating data next provided in accordance with subsection (b) of this Section an explanation, in
narrative form, of the reason for the amendment and 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 provis,io!n of the
Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but
131
only if and to the extent that the provisions of this sentence would not prevent an underwriter from
lawfully purchasing or selling Series 2010 Bonds in the primary offering of the Series 2010 Blonds.
15. That interest earnings derived from the investment of proceeds from the sale of the
Series 2010 Bonds may be used along with other available bond proceeds for the construction of the
permanent improvements set forth in clause (1) of Section 1 hereof for which the Series 2010 Bonds are
issued or for the payment of debt service on the Series 2010 Bonds-pro"'ded g that after completion of
such permanent improvements,if any of such interest earnings remain on hand,such interest earnings
shall be deposited in the Interest and Redemption Fund., It is further provided, however, that any
interest earnings, on bond proceeds which are required to be rebated to the United States of America
pursuant to Section 11 hereof in order to prevent, the Series 20101 Bonds from being arbitrage,
bonds shall be so rebated and not considered as interest earnings for the purposes of this Section.
16. That the Series 2010 Bonds shall be issued and delivered in such manner that no
physical distribution of the Series 2010 Bonds will be made to the public, and The Depository Trust
Company ("DTC"'), New York, New York, initially may act as depository for the Series 2010 Bonds.
DTC has represented that it is a limited purpose trust camp incorporated under the laws of the
State of New York,, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code,and a"clearing agency"registered under Section
17A of the Securities Exchange Act of 1934,as amended, and the City accepts, but in no way verifies,
such representations. The definitive Series 2010 Bonds delivered to the Purchaser shall be registered in
the name of CEDE &CO., the nominee of DTC. DTC may hold the Series,2010 Bonds on behalf of
the Purchaser. Sol long as each Series 2010 Bonds is registered in the name of CEDE & CO., the
Paying Agent/Reg's trar shall treat and deal with DTC the same in all respects as if it were the actual and
beneficial owner thereof. DT'C may maintain a blook-entry system which will identify ownership,of the
Series 2010 Bonds in integral amounts, of$5,000, with transfers of ownership being effected on the
records of DTC and its participants pursuant to rules and regulations established by them,and that the
Series 2010 Bonds initially deposited with DTC shall,be immobilized and not be further exchanged for
substitute Series 2010 Bonds except as hereinafter provided. The City is not responsible, or liable for
any funcbons of DTC,will not be responsible for paying any fees or charges with respect to its services,
will not be responsible or liable for maintaining, supervising, or reviewing the records of DTC or its
participants, or protecting any interests or rights of the beneficial owners of the Series 2010 Blonds. It
shall be the duty of the DTC Participants to make all arrangements,with DTC to establish this book-
entry system, the beneficial ownership of the Series 2010 Blonds,and the method of paying the fees and
charges of DTI:. The City does not represent, nor does it in any way covenant that any book-entry
system established with DTC will be maintained in the future. If for any reason should any of the
originally delivered Series 20110 Bonds duly file with the Paying Agent/Registrar with proper,request for
transfer and substitution, as provided for in this Ordinance, substitute Series 2010 Bonds will be duly
delivered as provided in this Ordinance,and there will be no assurance or representation that any book-
entry system will be maintained for such Series 2010 Bonds. The City heretofore has executed a
"Blanket Letter of Representations"' prepared by DTC in order to impil,ement the book-entry system
described above.
17. (a) Defeased Blonds. That any Series 2010 Bond and the interest thereon shall be deemed to
be paid, retired and no longer outstanding(a""D:efeased Bond"')within the meaning of this Ordinance,
except to the extent provided in subsection (d) of this Section,when payment of the principal of such
Series 2010 Bond,plus interest thereon to the due date (whether such due date be by reason of maturity
or otherwise) either (i) shall have been made or caused to be made in accordance with the terms
thereof, or (1i) shall have been provided for on or before such due date, by irrevocably depositing with
or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other
14
instrument(the "Future Escrow Agreement") for such payment (1) lawful money of the United States
of America sufficient to make such payment or(2) Defeasance Securities that mature as to principal and
interest in such amounts and at such times as will insure the availability, without reinvestment, of
sufficient money to provide for such payment,and when proper arrangements have been made by the
Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall
have become due and payable At such time as a Series 2010 Bond shall be deemed to be a Defeased
Bond hereunder, as aforesaid, such Series 2010 Bond and the interest thereon shall no longer be
secured by, payable from,or entitled to the benefits of, the ad valorem taxes or revenues herein levied
and pledged as provided in this ordinance,and such principal and interest shall be payable solely from
such money or Defeasance Securities. Notwithstanding any other provision of this ordinance to the
contrary, it is hereby provided that any determination not to redeem Defeased Bonds that is made in
conjunction with the payment arrangements specified in subsection 17(a)(1) or (11), shall not be
irrevocable,provided that: (1) in the proceedings providing for such payment arrangements,the Issuer
expressly reserves the right to call the Defeased Bonds for redemption; (2) gives notice of the
reservation of that right to the owners of the Defeased Bonds immediately following the making ofthe
payment arrangements; and (3) directs that notice of the reservation be included in any redemption
notices that it authorizes.
(b) Investment in feasance 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 hereinbefore set forth, and all income from such Defeasance
Securities received by the Paying Agent/Registrar that is not required for the payment of the Series
2010 Bonds and interest thereon, with respect to which such money has been so deposited, shall be
turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow
Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of
Defeased Bonds may contain provisions permitting the investment or reinvestment of such moneys in
Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the
requirements specified in subsection 17(a)(i) or (ii). All income from such Defeasance Securities
received by the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds,
with respect to which such money has been so deposited,shall be remitted to the Issuer or deposited as
directed in writing by the Issuer.
(c) Defeasance Securities Dined. The term "Defeasance Securities" means (i) direct,
noncallable obligations of the United States of America,including obligations that are unconditionally
guaranteed by the United States of America, (ii) noncallable obligations of an agency or instrumentality
of the United States of America,including obligations that are unconditionally guaranteed or insured by
the agency or instrumentality and that, on the date of the purchase thereof are rated as to investment
quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii)
noncallable obligations of state or an agency or a county,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 the proceedings authorizing the financial arrangements are rated as to investment
quality by a nationally recognized investment rating firm not less than AAA or its equivalent.
(d) Paying Agent/registrar Services. Until all Defeased Bonds shall have become due and
payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such
Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper
arrangements to provide and pay for such services as required by this ordinance.
15
(e) Selection of 'an dsforDS/easance. In the event that the Issuer elect's to defease less than all
of the principal amount of Series 2010 Bonds of a maturity, the Paying gent Registrar shall select,or
cause to be selected, such amount of Series 2010 Bonds by such random method as it deems fair and
appropriate.
18. (a) Events of Default. That each of the following occurrences or events for the purpose of
this Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of'or interest on any of the Series 2010
Bonds when the same becomes due and payable; or
01) default in the performance or observance of any other covenant,, agreement or
obligation of the City, the failure to perform which materially,adversely affects, the rights of the
registered owners, of the Series 20110 Bonds, including, but not limited to, their prospect or
ability to be repaid in accordance with this ordin ance, and the continuation thereof for a
period of 60 days after notice of such default is given by any registered owner to the City.
(b) Reme&esfor Default.
(i) Upon the happening of any Event of Default,then and in every case,any registered
owner or 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 reM' tered
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,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.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all registered owners of Series 20,10 Bonds then outstanding.
(c) Reme&es 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 Series 2010, Blonds or now or
hereafter existing at law or in equity;proltided, boxelver, that notwithstanding any other provision
of'this,Ordinance, the right to accelerate the debt evidenced by the Series 2010 Bonds shall not
be available as a remedy under this Ordinance.
(11) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver,of any other available remedy.
r C%
(iii) By accepting the delivery of allies 2010 Bond authorized under this Ordinance,
such registered owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to a
personal or pecuniary liability or charge against the officers,employees or trustees of the City or
16
the City Council.
(iv) None of the members of the City Council, nor any other official or officer,agent,
or employee of the City,shall be charged personally by the registered owners,with any liability,
or be held personally liable to the registered owners under any term or provision of this
Ordinance., or because of any Event of Default or alleged Event of Default under this
Ordinance.
19. That the proceeds from the sale of the Series 2010 Bonds shall be deposited with the City
depository bank and used to fund the permanent improvements, described in clause (i) of Section I of
this Ordinance. The foregoing notwithstanding., proceeds representing accrued interest on the Series
2010 Bonds, if any, shall be deposited to the credit of the Interest and Redemption Fund. Any
premium received in connection with the sale of the Series 20110 Bonds shall be used in a manner
consistent with the provisions of Section 1201.042(d),Texas Government Code, to-wit,$59:10,000 will
be used to fund the permanent improvements described in clause (i) of Section I of this Ordinance,
and the remainder will be used to pay costs of issuance of the Series 2010 Bonds.
20. That for all purposes of this Ordinance, unless, the context requires otherwise, all
references to designated Sections and other subdivisions are to the Sections, and other subdivisions of
this Ordinance. The words "herein"', "hereoF and "hereunder" and other words of similar import
refer to this Ordinance as a whole and not to any particular Section or other subdivision. Exceptwhere
the context otherwise requires, terms defined in this Ordinance to impart the singular number shall be
considered to include the plural number and vice versa. References to any named person shall mean
that party and its successors, and assigns. References to any constitutional, statutory or regulatory
provision means such provision as it exists on the date this Ordinance is adopted by the City and any
future amendments thereto or successor provisions, thereof. Any reference to the payment of principal
,in this Ordinance shall be deemed to include the payment of any mandatory sinking fund redemption
payments as described herein. Any reference to "FORM OF BOND" shall refer to the form of the
Bonds set forth in Exhibit A to this Ordinance. The tides and headings o 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. The findings set forth in the preamble,to this Ordinance are hereby incorporated into the body
of this Ordinance and made a part hereof for all purposes.
21. That all ordinances and resolutions or parts thereof in conflict herewith are hereby
repealed.
22. 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.
23., That it is hereby officially found and determined that the meeting at which this Ordinance
was passed was open to the public, and' public notice of the time, place and purpose of said meeting
was given, all as required by Chapter 551,Texas, Government Code, as amended.
[Execulion Page Folk;vf]
1 7
v
OPTED this September 14, 20:10.
Mayor, Cit ' Fort Texas
ATTEST:
0
Cite Secretary,
� g
U
City of Fort Worth,, Texas SEALf'
a
APPROVED, AS TO FORM AND LEGALITY:
City Attorney, City of F Wirth., Texas
18
EXHIBIT
FORM of BOND
NO.
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANTI DENT ON AND WISE
CITY of FORT WORTH, TEXAS
GENERAL PURPOSE BOND
SERIES 2010
MATURITY DATE INTE REST RATE DATED DATE C
ON THE MATURI DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH,
TEXAS (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to
or to the registered assignee hereof(either being hereinafter
called the "registered owner") the principal amount of
DOLLARS
d to pay interest thereon,frolm the Dated Date specified above, to the maturity date specified above,
or the date of its redemption prior to scheduled maturity, at the rate of interest per annum specified
above,with said interest being payable on March 1, 2011, and semiannually on each September 1 and
March 1 thereafter;except that if the Paying Agent/Registrar's Authentication Certificate appeahng on
the face of this Bond is dated later, than :march 1,2011, such interest is payable semiannually on each
September 1 and March 1 following such date. Interest on this Bond shall be calculated on the blasts
of a 3+60-day year consisting of twelve 30-day months.
THE PRINCIPAL,of D INTEREST ON this Bond are payable in lawful money of the
United States of America,with,out exchange or collection charges. The principal of this Bond shall be
paid to the registered owner out
upon presentatoln and surrender of' this Bond at maturity or,
redemption prior to maturity at the designated corporate trust office in Fort o , Texas (the,
"Designated Payment offices), of Wells Fargo Bank, National: Association, which is the "Paying
Agent/R.eg'strar" for this Bond. The payment of interest on this Bond shall be made by the Paying
Agent/Registrar to the registered owner hereof as shown by the Registration Books kept by the Paying
Agent/Regisitrar at the close of business on the 15th day of the month next preceding such interest
payment date by check,dated as of such interest payment date, drawn by the Paying Agent/Registrar
on,and paya le solely from, funds of the Issuer required to be on deposit with the Paying Agent/Reg
istrar for such purpose as hereinafter provided; and such check shall be sent by the Paying
Agent/Registrar by United States mail, first-class postage prepaid,on each such interest payment date,
to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying
Agent/Registrar,as hereinafter described. Any accrued interest due at maturity or upon redemption of
this Bond prior to maturity as provided herein shall be paid to the registered owner upon presentation
and surrender of this Bond for redemption and payment at the Designated Payment oiffice of the
A-1
Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond that no later
than each principal payment and/or interest payment date for this Bond it will make available to the
Paying Agent/Registrar from the Interest and Redemption Fund as defined by the ordinance
authorizing the Bonds (the "Ordinance") the amounts required to provide for the payment, in
immediately available funds, of all principal of and interest on the Bonds, when due.
IN THE EVENT OF A NON-PAYMENT of interest on a scheduled payment date,and for
30 days thereafter, a new record date for such interest payment (a "Special Record Date"') will be
established by the Paying Agent/Regis trar, if'and when funds for the payment of such interest have
been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date
of the past due interest("Special Payment Date",which shall be 15 days after the Special Record Date)
shall be sent at least five business days prior to the Special Record Date by United States mail, first class
postage prepaid, to the address of each registered owner of a Bond appearing on the registration books
of the Paying Agent/Registrar at the close of business on the last business day next preceding the date
of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions in the city where the Designated
Payment Office of the Paying Agent/Registrar is located are authorized by law or executive order to
close, then the date for such payment shall be the next succeeding day which is not such a Saturday,
Sunday, legal holiday, or day on which 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.
Notwithstanding the foregoln&during any period in which ownership:of the Bonds is deterr=' ed only
by a book entry at a securities depository for the Bonds,any payment to the securities depository,or its
nominee or registered assigns, shall be made in accordance with existing arrangements between the
Issuer and the securities depository.
THIS BOND is one of a Series of Bonds of like tenor and effect except as to number,principal
amount) interest rate, maturity and option of redemption, dated September 1, 2010, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of$20,590,000,
for the following purposes, to-wit,constructing permanent street,and storm sewer improvements;and
to pay the costs incurred in connection with the issuance of the Bonds,.
ON MARCH 1,2020, or on any date thereafter, the Bonds of this Series maturing on March L
2021 and thereafter may be redeemed prior to their scheduled maturities,at the opt-ion of the Issuer,in
whole,or in part,at par and accrued interest to,the date fixed for redemption. The years of maturity of
the Bonds called for redemption at the option of the Issuer prior to stated maturity shall be selected by
the Issuer. The Bonds or portions thereof redeemed within a maturity shall be selected by lot or other
method by the Paying Agent/Regis trar;pro that during, any period in which ownership of the
Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of
the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular
Bonds of such maturity and bearing such interest rate shall be selected in accordance with the
arrangements between the Issuer and the securities depository.
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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 Bond or a portion thereof being called for
redemption by depositing such notice in the United States mail, first class postage prepaid,addressed to
each such registered owner at his address shown on the Registration Books of the Paying
Agent/Registrar. 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 Bond or the portion hereof
which is to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such
notice of redemption is given., and if due provision for such payment is made, all as provided above,
this Bond, or the portion hereof which is to be so redeemed, thereby automatically shall be redeemed
prior to its scheduled maturity, and shall not bear interest after the date fixed for its redemption, and
shall not be regarded as being outstanding except for the right of the registered owner to receive the
redemption price plus accrued interest to the date fixed for redemption from the Paying
Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record
in the Registration Books all such redemptions of principal of this Bond or any portion hereof. If a
portion of any Bond shall be redeemed a substitute Bond or Bonds having the same maturity date,
bearing interest at the same rate, in any denomination or denominations in any integral multiple of
$5,000, at the written request of the registered owner, and in aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for
cancellation, at the expense of the Issuer, all as provided in the Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds,without interest
coupons, in the denomination; of any integral multiple of$5,000. As provided in the ordinance, this
Bond,or any unredeemed portion hereof,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 bonds,without interest coupons, payable to the appropriate registered owner, assignee, or
assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in
any denomination or denominations in any integral multiple of$5,000 as requested in writing by the
appropriate registered owner,assignee,or assignees,as the case may be,upon surrender of this Bond to
the Paying Agent/Registrar at its Designated Trust office (as defined in the ordinance) for
cancellation,all in accordance with the form and procedures set forth in the ordinance. Among other
requirements for such assignment and transfer, this Bond must be presented and surrendered to the
Paying Agent/Registrar,together with proper instruments of assignment,in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any
portion or portions hereof in any integral multiple of$5,000 to the assignee or assignees in whose name
or names this Bond or any such portion or portions hereof is or are to be transferred and registered.
The form of Assignment printed or endorsed on this Bond may be executed by the registered owner to
evidence the assignment hereof,but such method is not exclusive,and other instruments of assignment
satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any
portion or portions hereof from time to time by the registered owner. The one requesting such
exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for
exchanging any Bond or portion thereof. The foregoing notwithstanding, in the case of the exchange
of portion ofa Bond which has been redeemed prior to maturity,as provided herein,and in the case
of the exchange of an assignedand transferred Bond or Bonds or any portion or portions thereof,such
fees and charges of the Paying Agent/Registrar will be paid by the Issuer. In any circumstance, any
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taxes or governmental charges required to be plaid with respect thereto shall be paid by the one request-
ing 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 begInn ing at the opening o f busin ess 30 days before the day of th e
first mailing of a notice of redemption of bonds and ending at the close of business on the day of such
mailing,or 2) to transfer or exchange any Bonds so selected for redemption when such redemption is
scheduled to occur within 3O calendar days.
WHENEVER the beneficial ownership of his Blond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring
this Bond shall be modified to require the appropriate person or entity to meet the requirements of the
securities depository as to registering or transferring the book entry to produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer,resigns,
or otherwise ceases to act assuch, the Issuer has covenanted in the Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor, and promptly will cause written notice
thereof to be mailed to the registered owners of the Bonds.,
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond-,and the series,
of which it is a part,is duly authorized by law; that the bonds issued for the permanent improvements
heretofore described were approved by a vote of the resident, qualified electors of the City of Fort
Worth,Texas,,voting at elections held for that purpose within said City on February 7. 2004 and May
10)2008;that all acts,conditions and things required to be done precedent to and in the issuance of this
series of bonds, and of this Bond, have been properly done and performed and have happened in
regular and due time, form and manner as required by law;that sufficient and proper provision for the
levy and collection of taxes has been made,which,when collected,shall be appropriated exclusively to
the payment of this Bond and the series of which it is a part; and that the total indebtedness of said
City of Fort Worth,Texas, including the entire series of bonds of which this is one, does not exceed
any constitutional, statutory or charter limitation.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and
provisions,acknowledges that the Ordinance is duly recorded and available for inspectionm the official
minutes and records of the governing body of the Issuer, and agrees that the to and provisions of
this Bond and the Ordinance constitute a contract between each registered owner hereof and the
Issuer.
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IN WITNESS WHEREOF,this Bond has been signed with the manual or facsimile signature.
of the Mayer of said City, attested with the manual or facsimile signature of the City" Secretary and
approved as to form and legality with the manual or facsimile signature of the City Attorney,and the
official seal of the Issuer has been duly affixed to, or impressed, or placed in facsimile on this Road.
ATTEST:
XXXXNXXXXXXXXX XXXXNXXXXXXX
City Secretary, City of Fort Worth, Texas Mayor, City of Fort Worth, Texas
APPROVED S TO FORM AND LEGALITY.,
x1NDCXX'= (SEAL)
City Attorney, City of Fort Worth, Texas
-s
EORM PAYING A ENT GIS AR"S AUTHENTICATION CERTIFICATE
PAYING G .AG ENT/ GIST"" 'S AUTHENTICATION CERTI FI+ATE
It is hereby certified that this Bond has been issued under the provisions of the proceedings
adopted by the Issuer as described in the text of this Bond and that this Band has been issued in
conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of
an issue which originally was approved by the Attorne genera of the Mate of Texas and registered by
the Comptroller of Public Accounts of the State of Texas.
Dated WELLS p' G K� NATION-AL ASSOCIATION,
Paying Agent/
By
Authorized Representative
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FORM F,A$,IG M EN :
ASSIGNMENT
FOR VALUE CE D, the undersigned hereby sells, assigns and transfers unto
Please insert ,Social Security or Taxpayer
Identification Number of Transferee
Please print or typewrite name and address, including
zip code of Transferee
the within Bond and all rights thereunder, and hereby
I
rrevocably constitutes and appoints
attorney to register the transfer of the within Blond on the
boobs kept for registration thereof,with full power of
substitution in the premises,
Dated:
,signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by NOTICE: The signature above must
a member firm of the New 'York Stock correspond with the narne of the Registered
Exchange or a commercial bank or trust Owner as it appears upon the front of this
company. Blond in every p ,cular, without alteration or
enlargement or any change whatsoever.
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FORM OF COMPTROLLER'S CERTIFICATE, (ATTACHED TO
THE BONDS LTON INITIAL DELIVERY THEREOF)
OFFICE OF COMPTROLLER
REGISTER NO
STATE OF TEXAS
1 hereby certify that this, Bond has been examined, certified as to validity, and approved by the
Attorney General of the State of Texas,and that this Bond has been registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS MY HAND and seal of office at Austin, Texas
Comptroller of Public Accounts
of the State of Texas
(SEAL)
NOTE TO PR-INTER:
*lTnot to be on bond
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...........
Exhibit B
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 14 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information,and operating data with respect to the City to be provided annually in
accordance with such Section are as specified below:
The City has agreed to update annually financial information and operating data with respect to
the City of the general type included in the official statement for the Bonds, as set forth in tables 1
through 6, inclusive,and through 15,inclusive,contained in such official statement,and Appendix B
to such official statement,, "Excerpts from,the Annual Financial Report of the City of Fort Worth,
Texas". The above-described financial information, and operating data with respect to the City is
hereby incorporated by reference, and in Section 14 of this Ordinance the City has agreed to annually
update such financial information and operating data in accordance with Rule 15c2-12,promulgated by
the United States Securities and Exchange Commission.
Accounting PrI*nciples
The accounting principles referred to in Section 14 of this Ordinance are the accounting
principles described in the notes to the annual financial report referred to above.
B-i
110*09M
jL E STATE F TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH
1) 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, 2010,and
the Ordinance Authon'zing the Issuance of General Purpose Bonds,Series X01 ,which was duly gassed
at said rra►eetin& an,d that say eop� is . tree and correct �c�p �`said excerpt d the whole e►�'said
ordinance.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of
Fort Werth, this 14th day of September, 2 10.
C ty Secretary of e
City of Fort Worth Texas
'Ilk
SEA(
au�
City of Fort Worth, Texas
mayor n u icy ion
COUNCIL ACTION:i Approved on ,9114/2,010 ■i Ord'. No., 19332*09,*2010,�
DATE: Tuesday, September 1'4, 2010 REFERENCE NO.i G-17046
LOG NAME,,- 1310 GO SALE
SUBJECT:
Adopt an Ordinance Providing for the Issuance of General Purpose Bonds with Face Value of
Approximately $21,1 0, 1 . + Series 201 , of the City of Fort Worth, Texas,, Bearing Interest, at the Rates
Hereinafter Set Forth,, and Providing for the Levy, Assessment, and Collection of a Tax Sufficient to Pay the
Interest on Said Bonds and to Create a Sinking, Fund for the Redemption Thereof at Maturity, and
Ordaining Other,Matters Related Thereto
.......... ..............- ......... ................... .........
RECOMMENDATIO.NI:
It is recommendied that the City Clounc,ill
1. Adopt the attached, ordinance providing for the issuance of approximately $2,1,180,0010.00, of the City of
Fort W rthi, Texas, General Purpose Bonds, Series 2010, and approving the use of the "Form, of Purchase
Agreement," prepared in connection with the sale of the above stated bonds; and
2. Authorize approximately $21,180,0001.007 City of Fort Worth, Texas, General Purpose Bonds, Series
2010, be sold to Baird_C&Co at the interest rate of 3.1 567% percient.
D[SC V'55,100:
Bids for the $21,1 , . + General Purpose Bonds, Series 20110, were received today, September 14,
2010, at 11:00 a.m. A summary of the true interest rates for the bids received by the City is attached.
Voters authorized $273,500,000.00 for the, 2004 Bond Program and anotheir $150,000,0100.00 for the, 2008
Bond Program. Proceeds from this sale will be used to fund projects from Proposition One in the 2004
and Program, Streets and Storm Sewer Projects,, Public Art and to pay costs, related to the issuance of
the bonds.
Upon closing on this issuance, the amounts authorized yet unissued for the 2004 and 2008 bond
programs will be $23,555,000.00 and $86,260,000.00, respectively. It is anticipated that the dosing and
delivery of the funds will occur on October 11 9, 2010.
FISCAL INFORMA"101ION I CERTIFICATION:
The Financial Management Services Director certifies that fund's, will be avai'lable to make the debit service
payments on these obligations from the General Debt Service Fund.,
FUND CENTERS:
I.................... ......---,
TO Fu ind/Acicou nt/C enters FROM Fund/Account/Cente s
........... .......
CERTIFICATIOIN-S-w-
Logname: 31 GO SALE Page 1 of 2,
...............
Subm'I' d .C � M �',�_,O c o � ren Montgomery (6,222,).
+ wri t - rar a nt Head: Lena Ellis (85,17)
Addiffilonall Inf rmatlon Contacts. James Mauldin (2438)
Logname: 13 10 GO SALE Page 2 of 2