HomeMy WebLinkAboutOrdinance 19735-06-2011 THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON AND WISE
CITY OF FORT WORTH •
On the 14th day of June, 2011, 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 Espino,
W.B. "Zim" Zimmerman •
Danny Scarth,
Frank Moss, ;
Jungus Jordan, Councilmembers,
Carter Burdette, ;
Kathleen Hicks,
Joel Burns, ;
Tom Higgins, Interim City Manager,
Sarah Fullenwider, City Attorney,
Marty Hendrix, City Secretary,
Lena Ellis, Chief Financial Officer
thus constituting a quorum present; and after the City Council had transacted certain business, the
following business was transacted, to-wit:
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Councilmember o introduced an ordinance and moved its passage. The motion
was seconded by Councilmember The Ordinance was read by the City Secretary. The
motion, carrying with it the passage of the ordinance prevailed by a vote of-„ YEAS NAYS.
The ordinance as passed is as follows:
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ORDINANCE 19 73-5-0 6-26)1
ORDINANCE AUTHORIZING ISSUANCE OF TAX NOTES OF THE CITY
OF FORT WORTH, TEXAS IN THE PRINCIPAL AMOUNT OF$43,050,000;
APPROVING THE SALE OF THE NOTES; PROVIDING FOR
THE LEVY,ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO PAY
THE INTEREST ON SAID NOTES AND TO CREATE A SINKING FUND FOR THE
PAYMENT OF THE PRINCIPAL THEREOF; AND ORDAINING OTHER MATTERS
RELATED THERETO
THE STATE OF TEXAS •
COUNTIES OF TARRANT, DENTON AND WISE
CITY OF FORT WORTH •
WHEREAS,the Issuer(such term and other capitalized terms used in this Ordinance being as
defined in Exhibit A attached hereto), is a home-rule municipality having a total population of at
least 50,000 according to the last preceding federal census, and was organized, created and
established pursuant to the Constitution and laws of the State of Texas; and
WHEREAS, the City Council is authorized pursuant to Chapter 1431 to issue notes for
specified purposes, including, without limitation, to pay a contractual obligation incurred or to be
incurred for the construction of a public work and the purchase of materials, supplies, equipment,
machinery, buildings, lands, and rights-of-way for an issuer's authorized needs and purposes; and
WHEREAS, the City Council deems it in the best interest of the Issuer to issue the Notes,
pursuant to Chapter 1431,for the purposes hereinafter stated,and to secure the payment of the Notes
from a pledge of the ad valorem taxes assessed and collected by the City.
NOW,THEREFORE,BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF FORT WORTH, TEXAS:
Section 1. RECITALS, AMOUNT AND PURPOSE OF NOTES. That pursuant to
authority granted to the City Council by Chapter 1431,the Notes shall be and are hereby authorized
to be issued in the aggregate principal amount of $43,050,000 for the purpose of THE
CONSTRUCTION OF PUBLIC WORKS AND THE PURCHASE OF MATERIALS,SUPPLIES,
EQUIPMENT, MACHINERY, BUILDINGS, LANDS, AND RIGHTS-OF-WAY, as more fully
described in Schedule I attached to this Ordinance(the "Projects"), and to pay the costs of issuance
of the Notes.
Section 2. DESIGNATION,DATE,DENOMINATIONS,NUMBERS,AND MATURI-
TIES OF NOTES;REDEMPTION. That the Notes shall be designated as the"City of Fort Worth,
Texas Tax Notes, Series 2011". The Notes shall be dated June 1, 2011, shall be in Authorized
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Denominations, shall be numbered consecutively from R-1 upward, and shall mature on March
p 1,
2018. The Notes shall be subject to redemption at the option of the City on and after March 1 201
in the manner provided in the FORM OF NOTE set forth in this ordinance. The Notes shall be
subject to mandatory sinking fund redemption,in the manner provided in the FORM OF N
in P NOTE set
forth in this Ordinance, on March 1 in each of the years as set forth in the followin g schedule:
Redemption
Year Amount($�
2013 39915,000
2014 359159000
2015 3,915,000
2016 3,911000
2017 39915,000
2018 IL 2394759000
Section 3. NOTE PURCHASE AGREEMENT. That the Purchase Agreement i
g n
substantially the form attached to this ordinance as Exhibit C is hereby accepted,p approved and
authorized to be delivered in executed form to the Purchaser. An Authorized Representative,
• acting
for and on behalf of the City Council, shall cause the Purchase Agreement to b
. g e executed and
delivered to the Purchaser. The City Secretary is hereby uthorized to attest the execution cution of the
Purchase Agreement on behalf of the City.
Section 4. INTEREST. That the Notes shall bear interest from their date of initial delivery
to the Purchaser at the rate of 2.24%per annum. Interest on the Notes shall be a able in
p y the manner
provided and on the dates stated in the FORM OF NOTE set forth in this Ordinance. Interest on the
Notes shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.
Section 5. CHARACTERISTICS OF THE NOTES. a Re
NOTES. (a) Registration,, Tr ansfer,
Conversion and Exchange; Authentication. That the Issuer shall kee p or cause t o be kept at the
Des ignated Trust office of the Paying Agent/Registrar the Registration Books and the. g Issuer hereby
appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or r
. g p records
and make such registrations of transfers and exchanges under such reasonable regulations g g ons as the
Issuer and the Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall
Y g make
such registrations, transfers and exchanges as herein provided within three days of presentation
y in
due and proper form. The Paying Agent/Registrar shall obtain and record in the Registration g anon Books
the address of the registered owner of each Note. The Issuer shall have the right gh to inspect the
Registration Books during regular business hours of the Paying Agent/Registrar, but
. Y g otherwise the
Paying Agent/Registrar shall keep the Registration Books confidential and unless otherwise required
by law, shall not permit their inspection by any other entity. The Issuer shall
tY pay the Paying
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s
Agent/Registrar's standard or customary fees and charges for making such registration, transfer
exchange and delivery of a substitute Note or Notes. Registration of assi gnm ents transfers and
exchanges of Notes shall be made in the manner provided and with the effect stated in the FORM OF
NOTE. Each substitute Note shall bear a letter and/or number to distinguish it from each other
gm Note.
An authorized representative of the Paying Agent/Registrar shall,before the delivery f
rY any
Note(other than Notes that bear the signature of the Comptroller of Public Accounts of the
, p State of
Texas, as provided in the FORM OF NOTE), date and manually si gn said Note and no such Note
shall be deemed to be issued or outstanding unless such Note is so executed. The
Paying
Agent/Registrar promptly shall cancel all paid Notes surrendered for transfer and exchange. No
additional ordinances, orders, or resolutions need be passed or adopted by the Issuer
or any other
body or person so as to accomplish the foregoing transfer and an exchange of
g y Note or portion
thereof,and the Paying Agent/Registrar shall provide for the printing,execution and delivery ry of the
substitute Notes 1n the manner prescribed herein. Pursuant to Chapter 1201 d
p and
Subchapter D thereof, the duty of transfer and exchange of Notes as aforesaid is hereb y imposed
upon the Paying Agent/Registrar, arid, upon the execution of said Notes the transferred
and
exchanged Notes shall be valid and enforceable in the same manner and with the same effect as the
Notes which initially were issued and delivered pursuant to this Ordinance and approved pp by the
Attorney General of the State of Texas.
(b) Payment of Notes and Interest. The Issuer hereby further a pp oints the Paying
Agent/Registrar to act as the paying agent for the payment of the rinci al of and interest p p 5t on the
Notes,all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records� p p p o ds of all
payments made by the Issuer and the Paying Agent/Registrar with respect to the Notes and of all
transfers '
sfers and exchanges of Notes, and all replacements of Notes, as rovided in this Ordinance.
dinance.
(c) In General. The Notes(i)shall be issued in fully registered form without interest -
. g t cou
pons, with the principal of and interest on such Notes to be payable only to the registered o
p Y Y g wners
thereof, (ii) may be transferred, assigned, converted, and exchanged for other Note (iii)g s, may be
subject to redemption prior to their scheduled maturities, iv shall ave the characteristics,) ll 5 5,(V)Shall
be signed,sealed,executed and authenticated,(vi)the rinci al of and interest on th
p p e Notes shall be
payable, and (vii) shall be administered and the Paying Agent/Registrar and the Issuer
shall have
certain duties and responsibilities with respect to the Notes,all as provided,and in the manner er and to
the effect as required or indicated, in the FORM OF NOTE. On each substitute Note issued '�n
conversion of and exchange for any Note issued under this Ordinance the Pa in Agent/Registrar
y g
shall execute the Paying Agent/Registrar's Authentication Certificate, in the form set forth in the
FORM OF NOTE (the "Authentication Certificate").
(d) Substitute Paying Agent/Registrar. The Issuer covenants with the registered owners
g of
the Notes that at all times while the Notes are outstanding the Issuer will provide a com p
etent and
legally quaffed bank,trust company,financial institution,or other agency to act as and
g y perform the
services of Paying Agent/Registrar for the Notes under this Ordinance and that the Paying
Y g
Agent/Registrar will be one entity. The Issuer reserves the right to,and may,, its option,change the
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Paying Agent/Registrar upon not less than 30 days written notice to the Paying Agent/Registrar,to be
effective not later than 15 days prior to the next succeeding Payment Date. In the event that the
entity at any time acting as Paying Agent/Registrar(or its successor by merger,acquisition,or other
method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will
appoint a competent and legally qualified bank,trust company,financial institution,or other agency
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 Notes, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any
change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be
sent by the new Paying Agent/Registrar to each registered owner of the Notes,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.
Section 6. FORM OF NOTES, That the form of the Notes, including the form of the
Authentication Certificate and the form of Assignment shall be, respectively, substantially in the
form attached hereto as Exhibit B.with such variations,omissions,or insertions as are appropriate,
permitted or required by this Ordinance including,without limitation,those variations,omissions,or
insertions to be completed by an Authorized Representative to reflect accurately the terms of the sale
of Notes as permitted by Section 2 hereof.
Section 7. INTEREST AND REDEMPTION FUND;TAX LEVY, That the Interest and
Redemption Fund is hereby created and established solely for the benefit of the Notes, and the
Interest and Redemption Fund shall be established and maintained by the Issuer at an official deposi-
tory bank of the Issuer for so long as the Notes or interest thereon are outstanding and unpaid. The
Interest and Redemption Fund shall be kept separate and apart from all other funds and accounts of
the Issuer, and shall be used only for paying the interest on and principal of the Notes. Until ex-
pended for the purposes set forth in Section 1 hereof,the proceeds derived from the sale of the Notes
shall be held as further security for the timely payment of the principal and interest on the Notes. Ad
valorem taxes levied and collected for and on account of the Notes shall be deposited,as collected,to
the credit of the Interest and Redemption Fund. During each year while any Note is outstanding and
unpaid,the City Council shall compute and ascertain a rate and amount of ad valorem tax which will
be sufficient to raise and produce the money required to pay the interest on the Notes as such interest
comes due, and to provide and maintain a sinking fund of at least two percent(2%)thereof, in any
event in an amount adequate to pay the principal of such Notes as such principal matures; and said
tax shall be based on the latest approved tax rolls of the Issuer, with full allowance being made for
tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby
levied by the City Council, and is hereby ordered to be levied, against all taxable property in the
Issuer for each year while any Note is outstanding and unpaid; and said tax shall be assessed and
collected each such year and deposited to the credit of the Interest and Redemption Fund. Ad
valorem taxes sufficient to provide for the payment of the interest on and principal of the Notes as
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such interest comes due and such principal matures [whether through mandatory sinking fund
redemption or upon maturity], are hereby pledged from the ad valorem taxes of the Issuer for such
payment,within the limit prescribed by law. If sufficient ad valorem taxes have not been levied and
collected for the purpose of making debt service payments on Notes when due, there shall be
appropriated from the City's general fund moneys sufficient to enable the City to make such debt
service payments on a Payment Date including specifically the payment of debt service on the Notes
on the first Payment Date therefor.Notwithstanding the foregoing,if the City deposits or budgets to
be deposited in the Interest and Redemption Fund any other revenues, income or resources 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 then on deposit or budgeted to be deposited in the Interest and Redemption Fund.
Section 8. CHAPTER 1205, GOVERNMENT CODE, APPLIES TO THE NOTES.
That Chapter 1208 applies to the issuance of the Notes and the pledge of the taxes granted by the
Issuer under Section 7 of this Ordinance,and such pledge is therefore valid,effective,and perfected.
If Texas law is amended at any time while the Notes are outstanding and unpaid such that the pledge
of the taxes granted by the Issuer under Section 7 of this Ordinance is to be subject to the filing
requirements of Chapter 9, then in order to preserve to the registered owners of the Notes the
perfection of the security interest in said pledge, the Issuer agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable provisions
of Chapter 9 and enable a filing to perfect the security interest in said pledge to occur.
Section 9. REMEDIES OF REGISTERED OWNERS. That in addition to all rights and
remedies of any registered owners of the Notes provided by the laws of the State of Texas,the Issuer
covenants and agrees that in the event the Issuer defaults in the payment of the principal of or interest
on the Notes when due, or fails to make the payments required by this Ordinance to be set forth in
this Ordinance,the registered owners of the Notes shall be entitled to a writ of mandamus issued by a
court of proper jurisdiction compelling and requiring the City Council and other officers of the Issuer
to observe and perform any covenant,obligation or condition prescribed in this Ordinance. No delay
or omission by any registered owner to exercise any right or power accruing to him upon default
shall impair any such right or power, or shall be construed to be a waiver of any such default or
acquiescence therein,and every such right or power may be exercised from time to time and as often
as may be deemed expedient. The specific remedies mentioned in this Ordinance shall be available
to the registered owners of the Notes and shall be cumulative of all other existing remedies. By
accepting the delivery of a Note authorized under this Ordinance,the registered owner thereof agrees
that the certifications required to effect 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 members of the City or the City Council. 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 of the
Notes under any term or provision of this Ordinance, or because of any default or alleged default
under this Ordinance.
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Section 1 O. TRANSFERS TO PAYING AGENT. That the Issuer further covenants that on
or before each Payment Date, or any redemption date, there shall be transferred to the Paying
Agent/Registrar an amount sufficient to pay the principal and interest requirements due on the Notes
as they become due and payable.
Section 11. USE OF NOTE PROCEEDS. That the proceeds of the issuance of the Notes
shall be deposited in a designated account within the Issuer's general fund and used to pay
contractual obligations incurred or to be incurred in connection with the Projects. The foregoing
notwithstanding,proceeds representing accrued interest,if any,on the Notes shall be deposited to the
credit of the Interest and Redemption Fund,and proceeds,if any,representing premium paid as part
of the purchase price for the Notes may be used for any purpose authorized by Section 120 l.o42(d),
Texas Government Code.
Section 12. INVESTMENTS. (a) That the City may place proceeds of the Notes(including
investment earnings thereon) in time deposits or invest the same as authorized by law, including,
without limitation, the Public Funds Investment Act of 1987, as amended (Chapter 2256, Texas
Government Code), and the City's investment policy; provided, however, that the Issuer hereby
covenants that the proceeds of the sale of the Notes will be used as soon as practicable for the
purposes for which the Notes are issued.
(b) Amounts received from the investment of the proceeds of the Notes remaining after the
payment of all project costs and the retirement of debt service on the Notes,to the extent not required
to be deposited to a separate rebate fund as required by section 148 of the Code and Section 15 of
this Ordinance, shall be placed into the Interest and Redemption Fund and used for the payment of
debt service on the Notes.
Section 13. SECURITY FOR FUNDS. That all deposits authorized or required by this
Ordinance shall be secured to the fullest extent required by law for the security of public funds.
Section 14. DUTIES OF OFFICERS OF THE ISSUER. (a) That the Mayor, the City
Secretary,and any Authorized Representative each is hereby instructed and directed to do any and all
things necessary in reference to the maintenance of the Issuer and to make money available for the
payment of the Notes in the manner provided by law.
(b) The City Secretary is authorized to execute the certificate to which this Ordinance is
attached on behalf of the City. The Mayor,any Authorized Representative and the City Secretary are
authorized to do any and all things proper and necessary to carry out the intent of this Ordinance.
(c) The City Manager is hereby authorized to have control of the Notes and all necessary
records and proceedings pertaining to the Notes pending their delivery to the Purchaser. The City
Manager or the designee thereof is directed to submit for investigation,examination and approval by
the Attorney General of the State of Texas the Notes and the proceedings authorizing their issuance,
and to request the registration of the Notes and the proceedings authorizing their issuance by the
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Comptroller of Public Accounts of the State of Texas. The City Council hereby authorizes the
payment of the fee of the Office of the Attorney General of the State of Texas for the examination of
the proceedings relating to the issuance of the Notes,in the amount determined in accordance with
the provisions of Section 1202.004, Texas Government Code.
Section 15. FEDERAL TAX COVENANTS. That the Issuer covenants to and with the
purchasers of the Notes to comply with the provisions of the Code. The Issuer's covenant to comply
with the Code shall include, without limitation, compliance with those provisions of the Code
regarding the timing of expenditure of proceeds of the Notes,the restriction on investment yields,the
filing of information returns with the Internal Revenue Service, and, if required by the Code, the
rebate of excess arbitrage earnings to the United States. Further,the Issuer certifies that based upon
all facts and estimates now known or reasonably expected to be in existence on the date the Notes are
delivered and paid for,the Issuer expects that the proceeds of the Notes will not be used in a manner
that would cause the Notes or any portion of the Notes to be an"arbitrage bond"within the meaning
of section 148 of the Code,and the regulations prescribed thereunder. Furthermore,the Mayor and
each Authorized Representative is authorized and directed to provide certifications of facts and
estimates that are material to the reasonable expectations of the Issuer as of the date the Notes are
delivered and paid for. In particular,the Mayor and each Authorized Representative is authorized to
certify for the Issuer the facts and circumstances and reasonable expectations of the Issuer on the date
the Notes are delivered and paid for regarding the amount and use of the proceeds of the Notes.
Moreover,the Issuer covenants to make such use of the proceeds of the Notes,regulate investments
of proceeds of the Notes,take such other and further actions and follow such procedures,including,
without limitation the method of calculating yield on the Notes, as may be required so that the
interest on the Notes shall continue to be excluded from gross income for federal income tax
purposes under the Code. The Issuer further covenants that the proceeds of the Notes will not be
used directly or indirectly so as to cause all or any part of the Notes to become a "private activity
bond" within the meaning of section 141(a) of the Code. In complying with the provisions of this
Section, the Issuer shall be entitled to rely upon an opinion of Bond Counsel.
In furtherance thereof, the Issuer covenants as follows:
(a) to take any action to assure that no more than ten percent of the proceeds of
the Notes(less amounts deposited to a reserve fund,if any)are used for any"private business
use," as defined in section 141(b)(5)of the Code or,if more than ten 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 ten percent of the debt
service on the Notes, in contravention of section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds five percent of the proceeds of the Notes (less
amounts deposited into a reserve fund, if any), then the amount in excess of five percent is
used for a "private business use" which is "related" and not "disproportionate," within the
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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
$ or five percent of the proceeds of the Notes (less amounts deposited into a
reserve fund,if any),is directly or indirectly used to finance loans to persons,other than state
or local governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Notes
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 Notes being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Notes, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly,to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Notes, other than investment property acquired
with--
(1) proceeds of the Notes invested for a reasonable temporary period until
such proceeds are needed for the purpose for which the Notes 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 ten percent of the proceeds of the
Notes;
(g) to otherwise restrict the use of the proceeds of the Notes or amounts treated as
proceeds of the Notes, as may be necessary, so that the Notes 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 Notes)an amount that is at least equal to 90
percent of the "Excess Earnings" (within the meaning of section 1480 of the Code)and to
pay to the United States of America,not later than 60 days after the Notes have been paid in
full, 100 percent of the amount then required to be paid as a result of Excess Earnings under
section 1480 of the Code.
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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
Notes. The Rebate Fund is established for the additional purpose of compliance with section 148 of
the Code.
The adoption of the City Council action on May 17, 2011 with respect to the Projects was
intended to satisfy the official intent requirements set forth in section 1.150-2 of the Treasury
Regulations.
The Issuer understands that the term"proceeds"includes"disposition proceeds"as defined in
the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if an y) and
proceeds of the refunded bonds expended prior to the date of the issuance of the Notes. It is the
understanding of the Issuer that the covenants contained herein are intended to assure compliance
p
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 Notes,the Issuer will not be required to comply
with any covenant contained herein to the extent that such modification or expansion,in the opinion
of Bond Counsel,will not adversely affect the exemption from federal income taxation of interest on
the Notes 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 Notes, the Issuer
agrees to comply with the additional requirements to the extent necessary, in the opinion of Bond
Counsel, to preserve the exemption from federal income taxation of interest on the Notes under
section 103 of the Code.
Section 16. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR
ELIGIBLE PROJECTS. That the City covenants to account for on its boobs and records the
expenditure of proceeds from the sale of the Notes and any investment earnings thereon to be used
for the acquisition of the Projects by allocating proceeds to expenditures within 18 months of the
later of the date that (a) the expenditure on the Projects is made or(b) each item of each Project is
acquired. The foregoing notwithstanding, the City shall not expend such proceeds or investment
earnings more than 60 days after the later of(a) the fifth anniversary of the date of delivery of the
Notes or (b) the date the Notes are retired, unless the City obtains an opinion of Bond Counsel
substantially to the effect that such expenditure will not adversely affect the tax-exempt status of the
Notes. For purposes of this Section,the City shall not be obligated to comply with this covenant if it
obtains an opinion of 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 17. DISPOSITION OF ELIGIBLE PROJECTS.That the City covenants that an
item of the Projects will not be sold or otherwise disposed in a transaction resulting in the receipt b
p Y
the City of cash or other compensation, unless the City obtains an opinion of Bond Counsel
substantially to the effect that such sale or other disposition will not adversely affect the tax-exempt
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status of the Notes. For purposes of this Section, the portion of the property comprising personal
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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 City shall
not be obligated to comply with this covenant if it obtains an opinion of 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 18. DAMAGED,MUTILATED,LOST,STOLEN,OR DESTROYED NOTES.
(a) Replacement Notes. That in the event any outstanding Note is damaged,mutilated,lost,stolen,
or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new
Note of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost,
stolen, or destroyed Note, in replacement for such Note in the manner hereinafter provided.
(b) Application for Replacement Notes. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Notes shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Note,the registered owner
applying for a replacement Note 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 Note, the
registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft, or destruction of such Note, as the case may be. In every case of
damage or mutilation of a Note,the registered owner shall surrender to the Paying Agent/Registrar
for cancellation the Note so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section 18,in
the event any such Note 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 such Note,the Issuer may
authorize the payment of the same(without surrender thereof except in the case of a damaged or mu-
tilated Note) instead of issuing a replacement Note,provided security or indemnity is furnished as
above provided in this Section 18.
(d) Charge for Issuing Replacement Notes. Prior to the issuance of any replacement Note,
the Paying Agent/Registrar shall charge the registered owner of such Note with all legal,printing,
and other expenses in connection therewith. Every replacement Note issued pursuant to the
provisions of this Section 18 by virtue of the fact that any Note is lost, stolen, or destroyed shall
constitute a Note of the Issuer whether or not the lost,stolen,or destroyed Note 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 Notes duly issued under this Ordinance.
(e) Authority for Issuing Replacement Notes. In accordance with Subchapter D of
Chapter 1201,this Section 18 of this Ordinance shall constitute authority for the issuance of any such
replacement Note without necessity of further action by the Issuer or any other body or person, and
the duty of the replacement of such Notes is hereby authorized and imposed upon the Paying
Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such replacement
10
Notes in the form and manner and with the effect,as provided in Section S a of this Ordinance for
Notes 'issued in conversion and exchange of other Notes.
Section 19. CONTINUING DISCLOSURE UNDERTAKING.
(a) Annual Reports. (i) That the City shall provide annually to the MSRB within six
months aver the end of each Fiscal Year ending in or after 2011,financial information and operating
P g
data
with respect to the City of the general type described in Exhibit D hereto. An financial
. Y
statements so to be provided shall be (1) prepared "n accordance with the accountin rinci les
. accounting P
described 'n Exhibit D hereto, or such other accounting principles as the City be required to
� �ma Y re q
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 durin g which
they must be provided. If the audit of such financial statements is not complete within such period,
. P
then the City shall provide unaudited financial statements by the required time and will provide
audited financial statements for the applicable Fiscal Year to the MSRB,when and if the audit report
on such statements become available. Such information shall be transmitted electronically to the
MSRB, in such format as prescribed by the MSRB.
(ii) If the City changes its Fiscal Year,it will notify the MSRB of the change(and ofthe date
of the new Fiscal Year end)prior to the next date by which the City otherwise would be required to
. tY q
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 statemen. t
or other offering document, if't's available from the MSRB)that theretofore has been P rovided to
the MSRB or filed with the SEC.
(b) Disclosure Event Notices. The City shall notify the MSRB, in a timely anner not in
excess Y
ce s of ten Business Bays after the occurrence of the event, of an of the following events with
Y g
respect to the Notes:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to P erform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability,Notices of Proposed Issue IRS
Form 5 701-TEB)or other material notices or determinations with respect to
the tax-exempt status of the Notes, or other events affecting the tax-exempt
status of the Notes;
7. Modifications to rights of holders of the Notes, if material;
S. Note calls, if material, and tender offers;
9. Defeasances;
1 �
10. Release, substitution,or sale of property securing repayment of the Notes,if
material;
110 Rating changes;
12 Bankruptcy, insolvency, receivership or other similar event of the City;
13. The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City,other than in
the ordinary course of business, the entry into a definitive agreement to
undertake such an action or the termination of a definitive agreement relating
to any such actions, other than pursuant to its terms, if material; and
140 Appointment of a successor Paying Agent/Registrar or change in the name of
the Paying Agent/Registrar, if material.
As used in clause 12 above,the phrase"bankruptcy,insolvency,receivership or similar event"means
the appointment of a receiver, fiscal agent or similar officer for the City in a proceeding under the
U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or
governmental authority has assumed jurisdiction over substantially all of the assets of the City,or if
jurisdiction has been assumed by leaving the City Council and officials and officers of the City in
possession but subject to the supervision and orders of a court or governmental authority,or the entry
of an order confirming a plan of reorganization, arrangement or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City. The City shall notify the MSRB, in a timely manner,of any failure by the City
to provide financial information or operating data in accordance with subsection(a)of this Section
by the time required by such subsection.
(c) Limitations,Disclaimers,and Amendments. (1) The City shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as,the City
remains an"obligated person"with respect to the Notes 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 Notes no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Notes, 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 hereby undertake 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 Notes at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY NOTE OR ANY OTHER PERSON, IN CONTRACT OR
12
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.
(iv) No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under this 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 maybe amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law,or a change
in the identity,nature, status, or type of operations of the City, but only if(1)the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Notes in the
primary offering of the Notes 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 Notes
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 Notes. 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(a)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
Notes in the primary offering of the Notes.
Section 20. DEFEASANCE. (a)Deemed Paid. That the principal of and/or interest on and
redemption premium, if any, on any Note shall be deemed to be paid, retired and no longer
outstanding within the meaning of this Ordinance,except to the extent provided by subsection(d)of
this Section, when payment of the principal of, redemption premium, if any, on such Note, plus
interest thereon to the due date thereof (whether such due date be by reason of maturity, upon
redemption,or otherwise)either(i) shall have been made or caused to be made in accordance with
the terms thereof, or (ii) shall have been provided for by irrevocably depositing with, or making
available to,a paying agent(or escrow agent)therefor, intrust and irrevocably set aside exclusively
13
i
for such payment,(1)money sufficient to make such payment,(2)Defeasance Obligations,certified
by an independent public accounting firm of national reputation, to mature as to principal and
interest in such amounts and at such times as will insure the availability, without reinvestment, of
sufficient money to make such payment, and all necessary and proper fees, compensation, and
expenses of such paying agent pertaining to the Notes with respect to which such deposit is made
shall have been paid or the payment thereof provided for to the satisfaction of such paying agent,or
(3)any combination of(1)and(2)above,and when(i)any required notice of redemption has been
given or irrevocable provisions for the giving of such notice shall have been made and (ii)proper
arrangements have been made by the City with each such paying agent for the payment of its services
until after all of the Notes so defeased shall have become due and payable. At such time as a Note
shall be deemed to be paid hereunder,as aforesaid,it shall no longer be secured by or entitled to the
benefit of this Ordinance or a lien on and pledge of the security granted in support of the payment of
the Notes,and shall be entitled to payment solely from such money or Defeasance Obligations,and
shall not be regarded as outstanding for any purposes other than payment, transfer, and exchange.
(b)Retention of Rights. Notwithstanding the provisions of subsection(a),to the extent that,
upon the defeasance of any Notes to be paid at maturity, the City retains the right, pursuant to
Section 1207:033(c),Texas Government Code,to later call such Notes for redemption in accordance
with the provisions thereof,the City may call such Notes for redemption upon(1)in the proceedings
providing for the defeasance of Notes, the City expressly reserves the right to call Notes for
redemption, (2) the City giving notice of the reservation of that right to the owners of such Notes
immediately following the establishment of the defeasance escrow, and (3)the City directing that
notice of the reservation be included in any redemption notices that it may authorize, and upon
satisfaction of the provisions of subsection(a)with respect to such Notes as though such Notes were
being defeased at the time of the exercise of the option to redeem such Notes and the effect of the
redemption is taken into account in determining the sufficiency of the provisions made for the
payment of such Notes.
(c)Investments. Any escrow agreement or other instrument entered into by the City and a
paying agent pursuant to which the money and/or Defeasance Obligations are being held by such
paying agent for the payment of such Notes may contain provisions permitting the investment or
reinvestment of such moneys in Defeasance Obligations or the substitution of other Defeasance
Obligations upon the satisfaction of the requirements specified in subsection (a)(i) or (ii). All
income from all Defeasance Obligations in the hands of the paying agent pursuant to this Section
which is not required for the payment of the Notes, the redemption premium, if any, and interest
thereon, with respect to which such money has been so deposited, shall be remitted to the City, or
deposited as directed in writing by the City,and upon receipt of an opinion of bond counsel that such
transfer is permitted under state law.
14
■
n
(d)Federal Income Tax Consideration. The City covenants that no deposit will be made or
accepted under subsection(a)(ii)of this Section and no use made of any such deposit which would
cause such Notes to be treated as arbitrage bonds within the meaning of section 148 of the Code.
(e) Continuing Duty of Paying Agent/Registrar. Until all Notes defeased under this
Section of this Ordinance shall become due and payable,the Paying Agent/Registrar for such Notes
shall perform the services of Paying Agent/Registrar for such Notes the same as if they had not been
defeased, and the City shall make proper arrangements to provide and pay for such services.
Section 21. DTC REGISTRATION. That should the terms of the Purchase Agreement so
provide,the Notes initially shall be issued and delivered in such manner that no physical distribution
of the Notes will be made to the public,and DTC initially will act as depository for the Notes. DTC
has represented to the City that it is a limited purpose trust company incorporated under the laws of
the State of New York,a member of the Federal Reserve System,a"clearing corporation"within the
meaning of the New York Uniform Commercial Code, and a "cleaning 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 Notes delivered to the Purchaser may be registered
in the name of CEDE & CO., the nominee of DTC, if the terms of the Purchase Agreement so
provide. So long as each Note is registered in the name of CEDE&CO.,the Paying Agent/Registrar
shall treat and deal with DTC the same in all respects as if it were the actual and beneficial owner
thereof. DTC may maintain a book-entry system which will identify ownership of the Notes in
Authorized Denominations,with transfers of ownership being effected on the records of DTC and its
participant pursuant to rules and regulations established by them, and that, if the terms of the
Purchase Agreement so provide, the Notes deposited with DTC shall be immobilized and not be
further exchanged for substitute Notes except as hereinafter provided. The City is not responsible or
liable for any functions of DTC,will not be responsible for paying any fees or charges with respect to
its services,will not be responsible or liable for maintaining,supervising,or reviewing the records of
DTC or its participants, or protecting any interests or rights of the beneficial owners of the Notes.
The City does not represent, nor does it in any way covenant that the initial book-entry system
established with DTC will be maintained in the future. If for any reason any of the originally
delivered Notes is duly filed with the Paying Agent/Registrar with proper request for transfer and
substitution,as provided for in this Ordinance,substitute Notes 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 the Notes. Should there be established a book-entry system with DTC in respect to
the Notes,the City heretofore has executed a"Blanket Letter of Representations"prepared by DTC
in order to implement the book-entry system described above.
Section 22. SALE OF NOTES. That the sale of the Notes to JPMorgan Chase Bank,
National Association(the "Purchaser"),at a price of par,is hereby authorized,ratified and confirmed.
One Note in the principal amount maturing on each maturity date as set forth in Section 2 hereof
shall be delivered to the Purchaser,and the Purchaser shall have the right to exchange such Notes as
provided in Section 5 hereof without cost. The City Council hereby finds that the sale of the Notes
to the Purchaser is on terms that are most advantageous to the City.
15
Section 23. MISCELLANEOUS PROVISIONS. (a) Preamble. The preamble to this
Ordinance shall be considered an integral part of this Ordinance,and is herein incorporated as part of
the body of this Ordinance for all purposes.
(b) Immediate Effect. This Ordinance shall be effective immediately from and after its
11 41
passage in accordance with the provisions of Section 1201.028, Texas Goverrnment Code.
(c) Open Meeting. 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 5 51, Texas Government Code, as amended.
(d)Rules of Construction. The words "herein", "hereof'and "hereunder" and other words
of similar import refer to this Ordinance as a whole and not to any particular Section or other
subdivision. Except where the context otherwise requires,terms defined in this Ordinance to impart
the singular number shall be considered to include the plural number and vice versa. References to
any named person shall mean that party and its successors and assigns. References to "City
Manager" include any person acting in the capacity of City Manager, whether on an interim or
permanent basis. 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 may
be described herein. Any reference to FORM OF NOTE shall refer to the form attached to this
Ordinance as Exhibit B.
(e)Inconsistent Provisions.All orders and resolutions,or parts thereof,which are in conflict
or inconsistent with any provision of this Ordinance are hereby repealed and declared to be
inapplicable, and the provisions of this Ordinance shall be and remain controlling as to the matters
prescribed herein.
16
� D
SIGNER AND SEALED THIS 14TH DAY OF JUNE, 2011.
Not a
Mayor,
City of Fort Worth, T
}
(SEAL) ,r
"City Secretary .#
APPROVED AS TO FORM AND LEGALITY:
City Attorney
17
t '
"l-' IL STATE OF "I"ERAS
•
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 foregoin g excerpt from the
�
minutes of the regular, open, public meeting of the City Council of the City of Fort
Worth, Texas held on June 14, 2011, and of the ordinance authorizing the issuance of
City of Fort Worth, Texas Tax Notes, Series 2011, which was duly passed at said
y p
meeting, and that said copy is a true and correct copy of said excerpt and the whole of
said ordinance. Said meeting was open to the public, and public notice of the time, p lace,
and purpose of said meeting was given, all as required by Chapter 551, Texas
Government Code, as amended.
In testimony whereof, I have set my hand and have hereunto affixed the seal of
said City of Fort worth, this 14th day of June, 2011.
City Secretary of th
` City of Fort worth, Texas
(SEAL)
� n
SIGNED AND SEALED THIS 14TH DAY OF JUNE, 2011.
Mayor,
City of Fort North, Texas
i
($EAL)
City Secretary ,
t } i
z � z
1 �
i
APPROVED AS To FORM AND LEGALITY:
City Attorne
17
e
SCHEDULE I
DESCRIPTION OF PROJECTS
Descri tion Cost
Radio System Equipment $ 39 345 642
Infrastructure facility and equipment(including radio tower renovation) 7 7 857 669
i
Engineering 2 900 000
Useful life of facilities— 10— 12 years
Schedule i
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EXHIBIT A
"Authentication Certificate" shall mean the certificate so designated in Section 5(c) of this
Ordinance.
"Authorized Denomination"shall mean Notes in the denomination of$5,000 or any integral
multiple thereof.
"Authorized Representative" shall mean one or more of the following officers or employees
of the City,acting in concert or individually,to-wit:the City Manager,any Assistant City Manager,
the Chief Financial Officer of the City,the City Treasurer, or such other officer or employee of the
City designated in writing by the City Council to act as an Authorized Representative.
"Bond Counsel" shall mean McCall, Parkhurst&Horton L.L.P. and Kelly Hart&Hallman
LLP,or such other attorney or firm of attorneys of such are nationally recognized as having expertise
in the practice of tax-exempt municipal finance law as approved by the City.
"Business Day" means a day other than a Saturday, Sunday, a legal holiday, or a day on
which banking institutions are authorized by law or executive order to close in the City or the city
where the Designated Trust Office of the Paying Agent/Registrar is located.
"Chapter 9" shall mean Chapter 9, Texas Business & Commerce Code.
"Chapter 1201" shall mean Chapter 1201, Texas Government Code.
"Chapter 1208" shall mean Chapter 1208, Texas Government Code.
"Chapter 1431" shall mean Chapter 1431, Texas Government Code.
"City" or"Issuer" shall mean the City of Fort worth, Texas.
"City Council" shall mean the City Council of the Issuer, its governing body.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Defeasance Obligations" shall mean(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 the City adopts or approves proceedings authorizing the issuance of refunding
bonds or, if such defeasance is not in connection with the issuance of refunding bonds, on the date
the City provides for the funding of an escrow to effect the defeasance of the Notes, are rated as to
investment quality by a nationally recognized investment rating firm not less than AAA or its
A-1
equivalent,and(iii)noncallable obligations of a state or an agency or a county,municipality,or other
ty
political subdivision of a state that have been refunded and that, on the date the City adopts or
approves proceedings authorizing the issuance of refunding bonds or, if such defeasance is not in
connection with the issuance of refunding bonds,on the date the City provides for the fundin g of an
escrow to effect the defeasance of the Notes, are rated as to investment quality b a nationally
recognized investment rating firm not less than AAA or its equivalent.
"Designated Trust Office" shall mean, on the date the Initial Note is delivered to the
Purchaser,the Fort Worth, Texas corporate trust office of Wells Fargo Bank National Association.
"Fiscal Year" shall mean the twelve-month period ending September 30,or an consecutive
y
twelve-month period declared by the City to be its fiscal year.
"Initial Note"shall mean the Note delivered to the Purchaser in accordance with the terms of
the Purchase Agreement.
"Interest and Redemption Fund"shall mean the"City of Fort Worth,Texas Tax Notes Series
2011 Interest and Redemption Fund" established by this Ordinance.
"MSRB" shall mean the Municipal Securities Rulemaking Board.
"Notes" shall mean the "City of Fort Worth, Texas, Tax Notes, Series 2011" issued in the
aggregate principal amount of$43,050,000. The term "Notes" shall mean and include the Notes
initially issued and delivered pursuant to this Ordinance(including the Initial Note)and all substitute
titute
Notes exchanged therefor, as well as all other substitute Notes and replacement Notes issued
p
pursuant to the Ordinance, and the term "Note" shall mean any of the Notes.
Notes. "Ordinance" shall mean this ordinance adopted by the Issuer authorizing the issuance of the
"Paying Agent/Registrar" shall mean Wells Fargo Bank, National Association or its
successor as designated in accordance with Section S of this Ordinance.
"Payment Date" shall mean each date interest or principal on the Notes shall be due and
payable.
"Projects" shall have the meaning given said term in Section 1 of this Ordinance.
"Purchase Agreement" shall mean the Note Purchase Agreement between the City nd the
ty
Purchaser, executed in connection with the sale and delivery of the Notes.
"Purchaser" shall mean the initial purchaser of the Notes so designated in Section 22 of this
Ordinance.
A-2
"Registration Books" shall mean the books or records for the registration of the transfer
exchange of the Notes.
g ansfer and
"Rule" shall mean SEC Rule 15c2-12, as amended from time to time.
"SEC" shall mean the United States Securities and Exchange Commission.
"State" shall mean the State of Texas.
A-3
r
EXHIBIT B
FORM OF NOTE
NO. R- PRINCIPAL
AMOUNT
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF FORT WORTH, TEXAS
TAX NOTE,
SERIES 2011
INTEREST DATE OF MATURITY
RATE INITIAL DELIVERY DATE CUSIP NO.
2.24% March 1, 2018
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above,the CITY OF FORT WORTH,TEXAS(the
"Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to the
Registered Owner set forth above, or registered assigns (hereinafter called the "registered owner")
the principal amount set forth above and interest thereon from the Date of Initial Delivery of this
Note as set forth above, on March 1, 2012 and on each September 1 and March 1 thereafter to the
maturity date specified above, or the date fixed for redemption prior to the maturity date specified
above, at the interest rate per annum specified above; except that if the Paying Agent/Registrar's
Authentication Certificate appearing on the face of this Note is dated later than March 1,2012,such
interest is payable on each September 1 and March 1 following such date.
THE PRINCIPAL OF AND INTEREST ON this Note are payable in lawful money of the
United States of America,without exchange or collection charges. The principal of this Note shall
be paid to the registered owner hereof upon presentation and surrender of this Note at maturity or
upon optional redemption prior to maturity 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 Note. The payment of interest on this Note shall be made by the
Paying Agent/Registrar to the registered owner hereof on each interest payment date by check or
draft,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 Note(the
B-1
e •
"Ordinance"}to be on deposit with the Paying Agent/Registrar for such purpose as herein -
. g p�'p after pro-
vided; and such check or draft shall be sent by the Paying Agent/Registrar b United mail,
first-class postage prepaid,on each such interest payment date,to the registered owner h '
g hereof,at its
i
address as t appeared on the fifteenth day of the month next preceding each such date
„ p g (the Record
Date")on the Registration Books kept by the Paying Agent/Registrar,as hereinafter described.
. g � bed. Any
accrued interest due at maturity or upon optional redemption of this Note shall be paid. p p d to the
registered owner upon presentation and surrender of this Note for payment at the Designated
. p Ym g Trust
Office of the Paying Agent/Registrar.
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 '
� p } ll be established
by the Paying Agent/Registrar,if and when funds for the a ent of such interest have '
p Ym a been received
from the Issuer. Notice of the Special Record Date and of the scheduled payment t date of the past
due interest("Special �� P Y
Payment Date",which shall be 15 days after the Special Record Date shall
. p } be
sent at least five business days prior to the Special Record Date b United States mail first
. Y rst class
postage prepaid,to the address of each registered owner appearing on the registration books of
, g g the
Paying Agent/Registrar at the close of business on the last business day next preceding
. . y p g the date of
mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Note shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions in the City hey '
ty e the Designated
Trust Office of the Paying Agent/Registrar is located are authorized b law or executive y ecutive order to
close,then the date for such payment shall be the next succeeding day y which is not such a Saturday,
Sunday,legal holiday,or day on which banking institutions are authorized to clos •
e,and payment on
such date shall have the same force and effect as if made on the original date payment was due.
THE ISSUER COVENANTS with the registered owner of this Note that on or
before the
principal and interest payment date for this Note it will make available
ble to the Paying
Agent/Registrar, from the "Interest and Redemption Fund" created b the Ordinance,nanc e, the amounts
required to provide for the payment, in immediately available funds of all rinci
p pal of and interest
on the Notes, when due.
THIS NOTE is one of the series of notes authorized b the Ordinance to be is
. Y sued in the
aggregate principal amount of $43,050,000. This Note, and the series of which it is a
part, is
authorized pursuant to Chapter 1431, Texas Government Code ("Chapter 1431". }, i s dated June 1,
2011,and is issued for the purpose of PAYING CONTRACTUAL OBLIGATIONS INCURRED OR
TO BE INCURRED FOR THE CONSTRUCTION OF PUBLIC WORDS AND THE PURCHASE
OF MATERIALS, SUPPLIES, EQUIPMENT, MACHINERY BUILDINGS, AND
RIGHTS-OF-WAY, as more fully described in the Ordinance, and to a of
to p ay costs issuance. This
Note and the series of which it is a part are issued pursuant to the Ordinance assed
p and adopted by
the City Council of the Issuer and duly recorded in the minutes of said City Council,,as authorized by
the Constitution and laws of the State of Texas, includin g Chapter ter 1431.
B-2
r
ON MARCH 1, 2016, or on any date thereafter, the Notes of this Series may be redeemed
prior to their scheduled maturities,at the option of the Issuer,in whole,or in part,at par and accrued
interest to the date fixed for redemption. The Notes called for redemption at the option of the Issuer
prior to their stated maturity shall be selected by the Issuer. The Notes or portions thereof redeemed
within a maturity shall be selected by lot or other method by the Paying Agent/Registrar;provided,
that during any period in which ownership of the Notes is determined only by a book entry at a
securities depository for the Notes,if fewer than all of the Notes of the same maturity and bearin g the
same interest rate are to be redeemed,the particular Notes of such maturity and bearing such interest
rate shall be selected in accordance with the arrangements between the Issuer and the securities
depository.
THE NOTES are also subject to mandatory redemption in part by lot pursuant to the terms of
the Ordinance,on March 1 in each of the years 2013 through 2017,inclusive,in the following ears
and in the following amounts, at a price equal to the principal amount thereof and accrued and
unpaid interest to the date of redemption, without premium:
Year Princi al Amount $
2013 3,9153p000
2014 31P91530000
2015 33091500
2016 3,915,000
2017 3,915,000
2018* 233047530000
* Final Maturity
To the extent, however, that Notes subject to sinking fund redemption have been reviousl
p Y
purchased or called for redemption in part and otherwise than from a sinking fund redemption
p
payment,each annual sinking fund payment for such Note shall be reduced by the amount obtained
by multiplying the principal amount of Notes so purchased or redeemed by the ratio which each
remaining annual sinking fund redemption payment for such Notes bears to the total, remaining
g
sinking fund payments,and by rounding each such payment to the nearest$5,000 integral;provided,
that during any period in which ownership of the Notes is determined only by a book entry at a
securities depository for the Notes,the particular Notes to be called for mandatory redemption shall
be selected in accordance with the arrangements between the Issuer and the securities depository.
p rY.
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 Note 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 the address for such registered owner shown on the Registration
Books of the Paying Agent/Registrar. Any notice so mailed shall be conclusively resumed to have
. p
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
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Issuer with the Paying Agent/Registrar for the payment of the required redemption price for this Note
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 Note,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 ri gh t of 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
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shall record in the Registration Books all such redemptions of principal of this Note or an portion
any
If a portion of any Note shall be redeemed a substitute Note or Notes 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
• p p
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 NOTES of THIS SERIES are issuable solely as fully registered Notes,without interest
coupons, in the denomination of any integral multiple of$5,000 (an "Authorized Denomination").
As provided in the Ordinance, this Note, or any unredeemed portion hereof, may, at the request of
the registered owner or the assignee or assignees hereof,be assigned,transferred,converted into and
exchanged for a like aggregate principal amount of fully registered Notes,without interest coupons,
payable to the appropriate registered owner, assignee or assignees, as the case may be having the
same denomination or denominations in any Authorized Denomination as requested in writing b the
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appropriate registered owner,assignee or assignees,as the case may be,upon surrender of this Note
to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set
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forth in the Ordinance. Among other requirements for such assignment and transfer,this Note must
be presented and surrendered to the Paying Agent/Registrar,together with the ro er instruments of
p p
assignment, in form and with guarantee of signatures satisfactory to the Pa in Agent/Registrar,
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evidencing assignment of this Note or any portion or portions hereof in any Authorized
Denomination to the assignee or assignees in whose name or names this Note or an such Y h p ortion or
portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Note
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 Payin g Agent/Registrar A ent/Re istrar ma be
Y
used to evidence the assignment of this Note or any portion or portions hereof from time to time by
the registered owner. In the case of the assignment, transfer, conversion or exchange of a Note or
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Notes or any portion or portions thereof, the reasonable standard or customary fees and charges of
the Paying Agent/Registrar will be paid by the Issuer. In any circumstance, any taxes or
governmental charges required to be paid with respect thereto shall be paid by the one re uestin
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such
assignment,transfer, conversion or exchange, as a condition precedent to the exercise of such
privilege. In any circumstance, neither the Issuer nor the Paying Agent/Registrar shall be required
(1) to make any transfer or exchange during a period beginning at the opening of business 30 days
before the day of the first mailing of a notice of redemption of Notes and endin g at the close of
business on the day of such mailing, or (2) to transfer or exchange an Notes so selected for
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redemption when such redemption is scheduled to occur within 30 calendar days.
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IN THE EVENT any Paying Agent/Registrar for the Notes is changed by the Issuer,resigns,
or otherwise ceases to act as such,the Issuer has covenanted in the Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be
mailed to the registered owners of the Notes.
IT IS HEREBY CERTIFIED AND REPRESENTED that this Note has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be
performed,exist and be done precedent to or in the authorization,issuance and delivery of this Note
have been performed, existed and been done in accordance with law; that this Note constitutes an
obligation of said Issuer; and that annual ad valorem taxes sufficient to provide for the payment of
the interest on and principal of this Note, as such interest comes due and such principal matures,
have been levied and ordered to be levied against all taxable property in said Issuer,and have been
pledged from the Issuer's annual ad valorem tax for such payment, within the limits prescribed by
law. Reference is made to the Ordinance for a more complete description of the Issuer's obligation to
provide for the payment of the principal of and interest on the Notes. By acceptance of this Note,the
registered owner expressly assents to all provisions of the Ordinance.
IN WITNESS WHEREOF,the Issuer has caused this Note to be signed with the manual or
facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile
signature of the City Secretary, and approved as to form and legality by the manual or facsimile
signature of the City Attorney,and has caused the official seal of the Issuer to be duly impressed,or
placed in facsimile, on this Note.
City Secretary Mayor
City of Fort Worth, Texas City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
City Attorney, City of Fort Worth, Texas
(SEAL)
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FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address,
including zip code of Transferee)
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
,attorney,to register the transfer of the within Note
on the books kept for registration thereof, with full power of substitution in the p remises.
Bated:
Signature Guaranteed:
NOTICE: Signature(s) must NOTICE: The signature above must
be guaranteed by a member correspond with the name of the registered
firm of the New York Stock owner as it appears upon the front of this Note
Exchange or a commercial in every particular, without alteration or
bank or trust company, enlargement or any change whatsoever.
B-5
a
FORM OF PAYING AGENTIREGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENTIREGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Note has been issued under the provisions of the Ordinance
described in the text of this Note; that this Note has been duly authenticated; and that this Note has
been issued in exchange for or replacement of a note, notes, or a portion of a note or notes of an
issue, the proceedings pursuant to which such issue Was authorized Were approved by the Attorney
General of the State of Texas.
Dated:
Wells Fargo Bank,National Association,
Paying Agent/Registrar
By
Authorized Representative
FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE:
(only to accompany the Initial Note to be delivered at
closing to the purchaser thereof)
OFFICE OF COMPTROLLER
REGISTER NO.
STATE OF TEXAS •
I thereby certify that this Note has been examined, certified as to validity, and approved b
tY pp Y
the Attorney General of the State of Texas and that this Note has been registered b the Comptroller
g by p
of Public Accounts of the State of Texas.
Witness my signature and seal this •
Comptroller of Public Accounts of the
State of Texas
(SEAL)
B-7
EXHIBIT C
NOTE PURCHASE AGREEMENT
C-1
J 1
EXHIBIT D
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 19 of this ordinance.
Annual Financial Statements and operating Data
The financial information and operating data with respect to the City b
p ty to e provided annually
In accordance with such Section are as specified below:
The City agrees to update annually financial information and operating p g with respect to
the City of the general type included in tables 1 throw 5 inclusive
. � , and tables 8 through 15,
inclusive,of the official statement dated September 14,2010 prepared in c '
p p connection with the offer
and sale of the City's General Purpose Bonds, Series 2010 and Appendix
�� B to such official
statement, Excerpts from the Annual Financial Report of the City of Fort Worth Texas",
. tY such
above-described financial Information and operating data with respect t '
g p o the City being Incorporated
by reference into this ordinance. In Section 19 of this Ordinance the City has agreed to update
annually such financial information and operating data in accordant '
. . g e with Rule 15c2-12,
promulgated by the United States Securities and Exchange Commission.
Accounting Principles
The accounting principles referred to in Section 19 of this ordinance '
are the accounting
principles described in the notes to the financial statements referred above,as such principles may be
changed from time to time to comply with state law or regulation.
D-i
THE STATE OF TEXAS •
COUNTIES OF TARRANT, DENTON AND `]VISE
CITY OF FORT 'NORTH •
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 June 14, 2011, and of the ordinance authorizing the issuance of
City of Fort Worth, Texas Tax Notes, Series 2011, which was duty passed at said
meeting, and that said copy is a true and correct copy of said excerpt and the whole of
said ordinance. Said meeting 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.
In testimony whereof, I have set my hand and have hereunto affixed the seal of
said City of Fort `]North, this 14th day of June, 2011.
IL
43 i
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' City Secretar f the
.` City of Fort `]North, Texas
(SEAL)
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SIGNED AND SEALED this
Interim City Manager,
City of Fart Worth, Texas
C ' f mancial Officer,
City of Fort North, Texas
(SEAL)
t
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Ni r
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i
TREASURER'S RECEIPT
THE STATE OF TEXAS •
COUNTIES OF TARRANT, DENTON AND WISE
CITY OF FORT WORTH •
The undersigned hereby certifies as follows:
(a) That this receipt is executed and delivered with reference to that issue of City of Fort
Worth,Texas Tax Notes, Series 2011, in the principal amount of$43,050,000 (the "Notes").
(b) That the undersigned is the duly chosen, qualified and acting Treasurer of the issuer
of the Notes.
(c) That all of the Notes have been duly delivered to the purchaser thereof, namely:
JPMorgan Chase Bank, National Association
(d) That all of the Notes have been paid for in full by said purchaser concurrently with
the delivery of this receipt, and the issuer of the Notes has received, and hereby acknowledges
receipt of,the agreed purchase price for the Notes.
EXECUTED and delivered this
TF SURER
EXHIBIT C
The true and correct signatures of the Mayor, City Secretary and City Attorney are as follows:
MANUAL SIG ATURES OFFICIAL TITLES
Mayor,
City of Fort Worth, Texas
City Secretary,
City of Fort Worth, Texas
City Attorney,
City of Fort Worth, Texas
e ,
a
Before me,on this day personally appeared the foregoing individuals kno
• � � wntometobethe
persons whose names are subscribed to the foregoing instrument in m presence.
•
Given under my hand and seal of office this 3 J)
f
't►"r '� RONALD P. GONIALES
€ Notary Public,state of Texas '
. .•}!��= My commission Expires
May l!���7 N tary Public
GENERAL CERTIFICATE
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON AND '
WISE
CITY OF FORT WORTH
We, the undersigned,hereby officially certify •
. y fy that we are the Intenm C 1 Manager and
Chief Financial Officer, respectively, �' g the
p ely, of the City of Fort Worth, Texas (the "Ci "
certify as follows: ty } and we fi.rther
general
1. That this certificate is given for the benefit of the Attorney General of the State of Texas
and the purchasers and holders of City of Fort
. ty Worth,Texas Tax Notes,Series 2011 in the a
principal amount of$43,050,000 (herein referred to as the "Notes"). ggregate
.
2. That any certificate signed b an official .
y y of the City delivered to the urchasers of th
Notes (the "Purchaser"} ar the Attorne Gen p e
y General of the State of Texas shall be deemed a r
tation and warranty by the City as to the statements epresen-
made therein. The Public Finance Division of
the Office of the Attorney General of the State
e of Texas is hereby authorized to date this Certificate
as of the date of approval of the Notes rtlficate
and is entitled to rely upon the accuracy
contained herein unless notified b of the information
y telephone or telecopy to the contrary.
Matters Relatine to the Citv
3. That the City is a duly incorporated Home '
. � e Rule City,having more than 5000 inhabitant
operating and existing under the Constitution and laws s'
of the State of Texas and the duly adopted
Home Rule Charter of the City, which Charter has p
not been changed or amended since the issuan
of the City of Fort Worth, Texas General P ce
Purpose Bonds, Series X010 on October 19 2010,
4. That no litigation of any nature has ever •
been filed pertaining to,affecting r Conte •
(a) the issuance, delivery, payment, security or g sting.
ty validity of the proposed Notes; (b)the auth the officers of the Ci to ad authority of
• City opt on June 14, 2011, the ordinance authori '
(herein referred to as the "Ordinance"), ing issuance of the Notes
ce"} or to issue, execute and deliver the Not •
purchase agreements with respect es or the respective
p ct to the sale of the Notes; or (c) the validi
existence, the current Tax Rolls, y of the corporate
lls or the Charter of the Ci • and that ' ' •
pertainin to affecting ty no 11tlgatlon is pending
g ting or contesting the boundaries of the City.
g
5. That the seal an impression of which appears '
pp ars below is the corporate seal of the City; that
said seal has been used continuously as such c
y corporate seal for more than forty years and was d
adopted as the seal of the C i b the C i C o my
ty Y ty uncll of the City; and that since it
other than said seal has been used s adoption, no seal
ed as the corporate seal of the Ci
6. That on the date the Ordinance was adopted,p d, each of the foIlowing persons was the du
acting, constituted and qualified officer of the ly
City of Fort Worth as herein shown respectively:
Michael J. Moncrief, Mayor
yr
Salvador Espino,
W.B. "Zim" Zimmerman,
Danny S carth,
Frank Moss, ;
Jungus Jordan, ; Co
uncllmembers,
Carter B urdette,
Kathleen Hicks,
Joel Burns,
Tom Higgins, Interim '
rim C1ty Manager,
Sarah Fullenwider, City ty Attorney,
Marty Hendrix, City ty Secretary,
Lena Ellis, Chief Financial Officer
A run-off election was conducted June 18 20l 1 to e .
� elect the Mayor and a new Councllmember for
Council District 7. was elected and sworn Into office as Mayor (replacing Michael J.
Moncrief),and was elected and sworn in �
to office to represent Council District 7 re lacin
, on June 2 p g
Carter Burdette oil
� .�, .
Matters RelatinLy to the Ad Valorem Tax Pledge in Su ort of the Notes
7. That the currently effective ad valorem tax rolls
is of the City are those for the 2010/2011
fiscal year, being the most recently approved tax � .
Y pp rolls of the City; that the City Council of the C1
has caused the taxable grope in the City to �'
property ty be assessed as required b law' that
Appraisal Review Board has Y � the Tarrant
equalized and approved the valuation of taxable
for said year;that the Chief Appraiser rai property 1n the City
• pp , ser of the Tarrant Appraisal District has dui verified '
tax rolls,and said Appraisal R Y the aforesaid
pp Review Board has finally approved the same' and that th
taxable grope in the City, � e valuation of
property tya d the aggregate amount of exemptions, •
value of taxable �and the net effective taxable
ble property in the City, according to the afore •
to g said tax rolls for said year, as delivered
o the City Secretary of the City,and finally approved .
y pp ed and recorded by the City Council of the C1
are as follows: City,
Assessed Value: $499150,4369485
(less) Exemptions: $ 8967199819388
Taxable Values: $41985190149698*
*Includes $19372,559,601 in minimum value of
protested values
8. That Exhibit A, which is attached hereto
and made a part hereof, contains a true and
correct schedule showing the annual requirements of all o •
q f the outstanding x nde btedness of the City
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r
payable from taxes,together with the annual requirements •
i q nts of the Notes,proposed to be Issued by the
Ordinance, as they appear n the official records of the
e City.
Matters Relatinij to the Execution of the Notes
9. That in connection with the execution of the Notes:
(a) The Mayor, City Secretary and City Attorney o •
. tY y f the City have officially
executed and signed the Notes initially delivered to the Purchaser
chaser thereof by affixing
thereto their manual or facsimile signatures;• and •
g by executing Exhibit � to this
Certificate,the Mayor, City Secret and City Attu - .
. �'Y ty rney hereby adopt said facsimile
signatures as their own, respectively, and declare that said facsimile cs�mlle signatures
constitute their signatures the same as if they had manually signed each of the Notes;
(b)The Notes are substantially in the form and have
In � e been duly executed and
signed 1n the manner, prescribed In the ordinance authorizing
the Issuance thereof;
(c)At the time the Notes were executed and signed the e Mayor,City Secretary
and City Attorney were, and at the time of executing
g this certificate are, the duly
chosen,qualified and acting officers indicated therein,and authorized to execute the
same;
(d)No litigation of any nature has been filed or is n '
now pending which would
affect the provision made for their payment or security, •
. p Ym ty,or 1n any manner question the
authority concerning the issuance of the Notes an
• d that so far as we know and
believe no such litigation is threatened;
(e) Neither the corporate existence nor boundaries
es of the City 1s being
contested, no litigation has been filed or is now endin
p g which would affect the
authority of the officers of the City to issue execute '
• s , and deliver the Notes, and that
no authority or proceedings for the issuance of the Notes have been repealed,revoked
or rescinded; and
(f)The official seal ofthe City has been impressed, '
p or printed,or lithographed
on each of the Notes; and said seal has been dui adopted
to be y p �� and 1s hereby declared
the official seal of the City.
Matters Relating to the Delivga of the Notes
10. That, to our best knowledge and belief:
(a) the descriptions and statements of or ertainin
P g to the C i ty provided to the
Purchaser on or before the date of the delivery th
�y o e Notes, were and are true and
i
correct n all material respects; and
-3-
(b) there has been no material adverse change in the financial condition of the City
since the date of the last audited financial statements of the City.
11. That each of the Projects (as defined in the Ordinance) will be owned and operated by
the City for its municipal purposes.
[Execution Page Follows]
if r
SIGNED AND SEALED this
Interim City Manager,
City of Fort Worth, Texas
f r
f�
/�hief in cial fficer,
/City of Fort Worth, Texas
i` (SEAL)
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7-
EXHIBIT C
The true and correct signatures of the Mayor, City Secretary and City Attorney are as follows:
MANUAL SIGNATURES OFFICIAL TITLES
Mayor,
City of Fort Worth, Texas
City Secretary,
City of Fort Worth, Texas
/00.
�'`'"'`�1 City Attorney,
City of Fort Worth, Texas
r* Opp
Before me,on this day personally appeared the foregoing individuals,known to me to be the
persons whose names are subscribed to the foregoing instrument in my presence.
Given under my hand and seal of office this 1
6r
••'►•�Y�' . RONALD P. C ONZALES
Notary Public,State of Texas
- = " My Commission Expires gotary'Public
''••i;�of�;;`' May 11,2012
Nlii•
City of Fort Worth, Texas
Mayor and Council Communication
.. ..............
. . .. ........... .
..........
... ... . . .............
.. ........ .................................
. .... CDUNGIL ACT14N: Approved an'fi114/2Q11 - 197�5�•Q6-2Q11.......
...
DATE: Tuesday, June 14, 2011 REFERENCE NO.: G-17303
LOG NAME: 13TAX NOTES 11
SUBJECT:
Approve One-Time Exception to the Financial Management Policy Statements to Allow the Use of Debt
Structures Involving Balloon Payments for the Sole Purpose of Financing the Upgrade to the City's Public
Safety and Public Works Radio Communications System Via Tax Notes, Adopt Ordinance Authorizing
Issuance of Tax Notes in the Principal Amount of$43,050,000.00, Approving the Sale of the Notes to JP
Morgan Chase, Providing for the Levy, Assessment and Collection of a Tax Sufficient to Pay the Interest
on Said Notes, Create a Sinking Fund for the Payment of the Principal Thereof and Ordaining Other
Matters Related Thereto, Authorize Execution of a System Purchase Agreement in the Amount Not to
Exceed $39,345,641.55 with Motorola Solutions, Inc., for Equipment and Professional Services Using a
Houston-Galveston Area Contract, and Authorize Execution of Amendment No. 2 to City Secretary
Contract No. 40264 with Buford Goff&Associates to Provide Engineering and Quality Assurance Services
in the Amount Not to Exceed $2,900,000.00
RECOMMENDATION:
It is recommended that the City Council
1. Approve cone-time exception to the Financial Management Policy Statements to allow the use of debt
structures involving balloon payments for the sole purpose of financing the upgrade to the City's Public
Safety and Public Works radio communications system via Tax Notes;
2. Adopt the attached ordinance authorizing the issuance of Tax Notes in the principal amount of
$43,050,000.00, approving the sale of the notes to JP Morgan Chase; providing for the levy, assessment
and collection of a tax sufficient to pay the interest on said notes and to create a sinking fund for the
payment of the principal thereof and ordaining other matters related thereto;
3. Authorize execution of a system purchase agreement in the amount not to exceed $39,345,641.55 with
Motorola Solutions, Inc., for equipment and professional services using Houston-Galveston Area Contract
number RA01-08; and
4. Authorize execution of Amendment No. 2 to City Secretary Contract No. 40264 with Buford Goff&
Associates to provide engineering and quality assurance services in the amount not to exceed
$2,900,000.00.
DISCUSSION:
If approved, this M&C will approve cone-time exception to the Financial Management Policy Statements
(FMPS) regarding debt structures with balloon payments, authorize the issuance and sale of Tax Notes to
JP Morgan Chase in order to fund the project to upgrade the City's public safety and public works radio
communications system instead of using the lease-purchase agreement previously approved, and
authorize the execution of the related purchase and services agreements.
Logname: 13TAX NOTES 11 Page 1 of 4
The FMPS, adopted by the City council on December 14, 2919, prohibits balloon debt repayment
schedules which consist of low annual payments and one large payment of the balance due at the end of
the term. However, due to a unique combination of circumstances, including rare market conditions,
financing restrictions, and the urgency of the project to ensure continued maximum public safety, staff is
seeking a one-time exception to the policy for the sole purpose of funding this long-term project via Tax
Notes which have a maximum life of seven years. The principal pay-down schedule would mirror a
standard 10-year issue for the first six years, thus avoiding the spirit of typical balloon-payment
financing. It is anticipated that the Tax Notes will be refunded prior to final maturity to accomplish proper
amortization periods.
On May 17, 2911, (M&C P-11234 revised) the City Council approved the acquisition of hardware, software
and services to upgrade the City's public safety and public works radio communications system. On this
same M&C, the staff recommendation was to fund this project via a lease-purchase agreement with
Motorola. On today's Agenda is M&C G-17392 for separate consideration as staffs recommendation to
rescind that authorization and repeal the related ordinances. Because of current market conditions, the
City can finance this project quickly via Tax Notes, resulting in a projected savings of approximately
$599,999.99 annually over the lease-purchase cost. Although the method of financing is transferring from
lease-purchase to financed purchase, the General Fund will continue to be the source of repayment.
The upgrade to a current generation digital system will more effectively meet the requirements of first
responders, and fulfills state and federal objectives for interoperability amongst the region's similar
agencies. This system will replace the City's current system acquired in 1992, which is no longer
supported by the manufacturer.
On September 16, 20989 M&C C-23955 was approved, authorizing Buford Goff and Associates, Inc.,
(BGA)to perform an assessment of the public safety radio system. In March 2999, BGA presented a
report that key components of the system had reached end of their life expectancy, were no longer
supported by the manufacturer and could suffer failures when taxed by emergencies and increased traffic.
In light of these factors, the City was encouraged to act as soon as possible.
On May 18, 29109 City Council approved M&C C-24221 authorizing BGA to develop a master plan for the
City to upgrade its radio systems, and negotiate a competitively-priced agreement with the city's
communications provider, Motorola Solutions, Inc. The master plan reinforced the urgency of the 2909
study. Given the current fragile state of the system, increasing service outages, the unavailability of
replacement parts, and the financial challenges the City is facing, the Master Plan attempted to balance
these factors and ensure a stable, reliable and secure communications infrastructure for Police, Fire,
Water, Transportation and Public Works, Parks and Community Service and other City departments.
On June 15, 2919, M&C C-24272 was approved to authorize the acquisition of the Project 25 (P25)
standard master switch, or the core, of a current generation radio system along with one small site to
operate as a potential backup to the existing system. The plan proposed by BGA and Motorola Solutions,
Inc., builds upon the installation of this master switch and the initial site.
Because of the magnitude of this project, the full build-out and migration is expected to require almost 48
months to complete. Assuming contract execution in July 2911, the project would be scheduled for
completion in the first quarter of 2915.
The total cost of the project is estimated not to exceed $53,999,999.99. This total includes $39,345,641.55
for hardware, software and services acquired through the System Purchase Agreement with Motorola
Solutions, Inc.; $2,990,999.99 for engineering, consulting, and other professional services from BGA
through March 2915; and additional costs for project management and site construction. Additional M&Cs
will be submitted to the City Council for approval of these other project costs as necessary.
Logname: 13TAX NOTES 11 Page 2 of 4
Staff recommends execution of the System Purchase Agreement with Motorola Solutions. Under this
agreement, the system implemented will include expanded coverage areas, specifically in west Fort Worth
and at Texas Motor Speedway, and it will provide additional security features which will help prevent
unauthorized monitoring of public safety communications transmissions. Public works personnel will also
utlize a segment of this system, and if a significant event occurs, public safety personnel will have access
to the public works portion as well. ongoing support capabilities will be enhanced through 7x24 monitoring
and dispatch by Motorola's network operations center.
Staff also recommends execution of Amendment No. 2 to City Secretary Contract No. 40264 with Buford
Goff&Associates for the provision of engineering, consulting and other professional services through
March 2015. These services will include detailed work regarding system design reviews, frequency
licensing, acceptance testing and other critical program functions.
Staff is continuing to explore cooperative measures with other agencies for potential cost sharing and joint
participation. This project is structured in such a way to enable such measures if they are realized in the
future. It is anticipated that the Crime Control and Prevention District (CCPD)will transfer funds, at a
future date via M&C, to offset a portion of the total cost and provide a funding source for the Fiscal Year
2012 debt service payment. Additionally, it is anticipated that the City Manger's Proposed Budget will
include General Fund debt service transfers beginning in Fiscal Year 2013.
PRICE ANALYSIS - The HGAC contract offers fixed discounts ranging from five percent to 25 percent,
which remain unchanged from the previous purchase Agreement approved by City Council on March 18,
2008, M&C P-10750. Staff reviewed the pricing and determined it to be fair and reasonable.
COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a
cooperative purchasing Agreement satisfies any state law requiring that the local government seek
competitive bids for purchase of the item. The Houston-Galveston Area Council contract was competitively
bid to increase and simplify the purchasing power of government entities.
MIWBE - Buford Goff and Associates, Inc., agrees to maintain its initial MIWBE commitment of five
percent that it made on the original agreement and extend and maintain that same MIWBE commitment of
five percent to this Amendment No. 2. Therefore Buford Goff and Associates, Inc., remains in compliance
with the City's MIWBE Ordinance and attests to its commitment by its signature on the Acceptance of
Previous MIWBE Commitment form executed by an authorized representative of its company. A waiver of
the goal for MIWBE subcontracting requirements for Motorola Solutions, Inc., was approved by the
MIWBE Office because the purchase of goods or services is from sources where subcontracting or
supplier opportunities are negligible.
FISCAL INFORMATION 1 CERTIFICATION:
The Financial Management Services Director certifies that funds will be available upon completion of the
Sale, closing and delivery of approximately $43,050,000.00 City of Fort Worth, Texas, Tax Notes, Series
2011.
The Financial Management Services Director also certifies that funds will be available to make the debt
service payments on these obligations, and funds will be available in the General Fund, as appropriated,
to satisfy the City's obligations.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
CERTIFICATIONS:
Submitted for City Manager's office by: Karen Montgomery (6222)
Logname: 13TAX NOTES 11 Page 3 of 4
Originatinci Department Head: Lena Ellis (8517)
Additional Information Contact: James Mauldin (2438)
Logname: 13TAX NOTES 11 Page 4 of 4