HomeMy WebLinkAboutOrdinance 18833-09-2009ORDINANCE NO 18833-09 2009
PROVIDING FOR THE ISSUANCE OF EIGHTY FIVE MILLION ONE
HUNDRED AND EIGHTY THOUSAND DOLLARS ($85 180 000) OF THE
GENERAL PURPOSE BONDS, SERIES 2009 OF THE CITY OF FORT WORTH,
TEXAS BEARING, INTEREST AT THE RATES HEREINAFTER SET FORTH,
AND PROVIDING FOR THE LEVY ASSESSMENT AND COLLECTION OF A
TAX SUFFICIENT TO PAY THE INTEREST ON SAID BONDS AND TO
CREATE A SINKING FUND FOR THE REDEMPTION THEREOF AT
MATURITY AND ORDAINING OTHER MATTERS RELATED THERETO
WHEREAS rt is deemed advisable and in the best interest of the City of Fort Worth (the City
or the 'Issuer') that ertain general purpose bonds authorized at elections previously held in said City be
combined in single issue and sold at this tune, the dates of electron, amount of bonds authorized
thereat, purpose, amount of bonds previously sold, and the amount now to be sold being follows:
llA'I'F.OF i\MOUN'1' AMOUNT AMOUNT
I~Lf~.C~170N AU'1'I-LORI%L;D PURPOSE PIt13V10U5LY SOI:,D NOW OI~I~I~RL;D
I~cbruary 7 2004 2:32,9110,11110 Improvements 147,665,000 42,540,000*
hcbruary 7 2(704 21,615,000 Park & Rcc. Improvements 15,000,000 4,575,000*
}~ebruary 7 2004 4490,1)00 Library Improvements 4011,0170
May i 2008 150.000,0011 lmprovemcnts 18.1101.1.000 45.840.000*
$409 )5,0011 $181 65,000 92,855,000*
*]ncludes premium allocated against ed thorization
WHEREAS the bonds hereinafter authorized to fund the protects hereinafter described are to
be issued and delivered pursuant to the laws of the State of Texas, including specifically Chapter 1331
Texas Government Code, and
WHEREAS it is deemed advisable and to the best interest of the City that the bonds to be sold
pursuant to the aforesaid elections be sold at this tune, pursuant to the laws of the State of Texas.
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH, TEXAS.
1 That the bond or bonds of the City of Fort Worth, Texas (the City or the 'Issuer') to be
alled General Purpose Bonds, Series 2009" (the 'Bonds or the 'Series 2009 Bonds ') be issued under
and by virtue of the Constitution and laws of the State of Texas and the Charter of the City in the
aggregate principal amount of Eighty Five Million One Hundred Forty Thousand Dollars ($85 180 000)
for the purpose of (i) constructing permanent street unprovements and storm sewer improvements
related to such street unprovements (2004 and 2008 elections) and park and recreation improvements,
and (ii) paying the costs of issuance associated with the issuance of the Series 2009 Bonds, all in
accordance with the bond propositions approved at the February 7 2004 and May 10 2008 bond
electrons.
2. That the Series 2009 Bonds shall be dated September 1 2009 shall be in the denominatton of
$5 000 each, or any integral multrple of $5 000 (an Authorized Denomination') shall be lumbered
consecuttvely from R 1 upward, and shall mature on the maturity date, in each of the years, and in the
amounts, respectively et forth in the following schedule:
MATURITY DATE. SEPTEMBER 1
YEARS AMOUNTS ($~ YEARS AMOUNTS ($)
2010 4,260 000 2020 4,260 000
2011 4,260 000 2021 4,260 000
2012 4,260 000 2022 4,260 000
2013 4,260 000 2023 4,260 000
2014 4,260 000 2024 4,260 000
2015 4,260 000 2025 4,260 000
2016 4,260 000 2026 4,255 000
2017 4,260 000 2027 4,255 000
2018 4,260 000 2028 4,255 000
2019 4,260 000 2029 4,255 000
3 (a) The City reserves the right to redeem the Series 2009 Bonds maturing on or after March
1 2020 in whole or in part in any Authorized Denomination, on March 1 2019 or on any date there
after, for the principal amount, without premium, plus accrued interest to.the date fixed for redemption.
The years of maturity of the Serves 2009 Bonds called for redemption at the option of the City prior to
stated maturity shall be selected by the City The Series 2009 Bonds or any portion redeemed within
maturity shall be selected by lot, or other method, by the Paying Agent/Registrar (defined below)
provided, that during any period in which ownership of the Bonds is determined only by a book entry at a
securities depository for the Series 2009 Bonds, if fewer than all of the Series 2009 Bonds of the same
maturity and bearing the same interest rate are to be redeemed, the particular Serves 2009 Bonds of such
maturity and bearing such interest rate shall be elected in accordance with the arrangements between
the City and the securities depository
(b) The Series 2009 Bonds are not subject to mandatory sinking fund redemption prior to their
scheduled maturities.
(c) The City shall cause notice of any redemption of Series 2009 Bonds to be given in the
manner provided in the FORM OF BOND By the date fixed for any such redemption, due provision
shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the
Series 2009 Bonds or the portions thereof which are to be so redeemed, plus crued interest thereon to
the date fixed for redemption. If such notice of redemption is given (to the extent notice is regwred to
be given) as provided in the FORM OF BOND and if due provision for such payment is made, all as
provided above, the Series 2009 Bonds or the portions thereof which are to be so redeemed, thereby
automatically shall be redeemed prior to their cheduled maturities, and shall not bear interest after the
date fixed for their redemption, and shall not be regarded as being outstanding except for the right of
the registered owner to receive the redemption price plus accrued interest to the date fixed for
redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying
Agent/Registrar shall record in the registration books all such redemptions of principal of the Series
2009 Bonds or any portion thereof. If a portion of any Series 2009 Bond shall be redeemed a substitute
Series 2009 Bond or Series 2009 Bonds having the same maturity date, bearing interest at the same rate,
in any denomination or denominations in any integral multiple of $5 000 at the written request of the
registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be
issued to the registered owner upon the surrender thereof for ancellation, at the expense of the City all
as provided in this Ordinance.
4 That the Series 2009 Bonds cheduled to mature during the years, respectively set forth
below shall bear interest at the following rates per annum.
maturities 2010 2.500%
maturities 2011 4 000°/
maturities 2012, 4 000%
maturities 2013 4 000%
maturities 2014 4 000%
maturities 2015 5 000%
maturities 2016 5 000%
maturities 2017 5 000%
maturities 2018, 5 000%
maturities 2019 5 000°/
maturities 2020 5 000%
maturities 2021 5 000%
maturities 2022, 5 000%
maturities 2023 5 000%
maturities 2024 5 000%
maturities 2025 5 000%
maturities 2026 5 000%
maturities 2027 5 000°/
maturities 2028, 5 000%
maturities 2029 5 000%
The interest shall be payable to the registered owner of iy such Series 2009 Bond in the manner
provided and on the dates stated in the FORM OF BOND Interest shall be calculated on the basis of a
360-day year consisting of twelve 30-day months.
5 (a) That the City shall keep or cause to be kept at the designated corporate trust office m Fort
Worth, Texas (the 'Designated Trust Office') of Wells Fargo Bank, National Association (the 'Paying
Agent/Registrar') or such other bank, trust company financial institution, or other agency named in
accordance with the provisions of (g) below books or records of the registration and transfer of the
Series 2009 Bonds (the 'Registration Books ') and the City hereby appoints the Paying Agent/Registrar
as its registrar and transfer agent to keep such books or records and make such transfers and registra
bons under such reasonable regulations as the City and the Paying Agent/Registrar may prescribe, and
the Paying Agent/Registrar shall make such transfers and registrations herein provided. It shall be
the duty of the Paying Agent/Registrar to obtain from the registered owner and record in the Regis-
trationBooks the address of such registered owner of ach bond to which payments with respect to the
Series 2009 Bonds shall be mailed, as herein provided. The City or its designee shall have the right to
inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but
otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless other
wise required by law shall not permit their inspection by any other entity Registration of each Series
2009 Bond maybe transferred in the Registration Books only upon presentation and surrender of such
bond to the Paying Agent/Registrar for transfer of registration and cancellation, together with proper
written instruments of signment, in form-and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing the assignment of such bond, or any portion thereof in any integral
multiple of $5 000 to the assignee or assignees thereof, and the right of such signee or signees to
have such bond or any such portion thereof registered in the name of such assignee or assignees. Upon
the assignment and transfer of any Series 2009 Bond or any portion thereof, new substitute bond or
bonds shall be issued in exchange therefor in the manner herein provided.
(b) The entity in whose name any Series 2009 Bond shall be registered in the Registration Books
at any time shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether
such bond shall be overdue, and the City and the Paying Agent/Registrar shall not be affected by any
notice to the contrary and payment of, or on account of, the principal of, premtum, if any and interest
on any such bond shall be made only to such registered owner. All such payments shall be valid and
effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums so paid.
(c) The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for
paying the principal of and interest on the Series 2009 Bonds, and to act as its agent to exchange or
replace Series 2009 Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep
proper records of all payments made by the City and the Paying Agent/Registrar with respect to the
Series 2009 Bonds, and of all exchanges thereof, and all replacements thereof, as provided in this
Ordinance.
(d) Each Series 2009 Bond maybe exchanged for fully registered bonds in the manner set forth
herein. Each bond issued and delivered pursuant to this Ordinance, to the extent of the unredeemed
principal amount thereof, may upon surrender thereof at the Designated Trust Office of the Paying
Agent/Registrar, together with a written request therefor duly executed by the registered owner or the
assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee
of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such
assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons,
iii the form prescribed in the FORM OF BOND in the denomination of $5 000 or any integral
multiple thereof (subject to the requirement hereinafter stated that each subsritute bond shall have
single stated maturity date) as requested in writing by such registered owner or such assignee or
assignees, in an aggregate principal amount equal to the unredeemed principal amount of any Series
2009 Bond or Series 2009 Bonds so surrendered, and payable to the appropriate registered owner,
ssignee, or assignees, as the case maybe. If portion of any Series 2009 Bond shall be redeemed prior
to its scheduled maturity as provided herein, a substitute bond or bonds having the same maturity date,
bearing interest at the same rate, in the denomination or denominations of any integral multiple of
$5 000 at the request of the registered owner, and m an aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for
ancellation. If any Series 2009 Bond or portion thereof is assigned and transferred, each bond issued in
exchange therefor shall have the same principal maturity date and bear interest at the ame rate the
bond for which it is being exchanged. Each substitute bond shall bear a letter and/or number to
chstinguish it from each other bond. The Paying Agent/Registrar shall exchange or replace Series 2009
Bonds as provided herein, and each fully registered bond or bonds delivered in xchange for or re
placement of any Series 2009 Bond or portion thereof as permitted or required by any provision of tliis
Ordinance shall constitute one of the Series 2009 Bonds for all purposes of this Ordinance, and may
again be exchanged or replaced. It is specifically provided, however, that any Series 2009 Bond
delivered in exchange for or replacement of another Series 2009 Bond prior to the first scheduled
interest payment date on the Series 2009 Bonds ( stated on the face thereof) shall be dated the same
date such Series 2009 Bond, but each substitute bond so delivered on or after such first scheduled
interest payment date shall be dated as of the interest payment date preceding the date,on which such
substitute bond is delivered, unless such substitute bond is delivered on an interest payment date, in
which case it shall be dated as of such date of delivery provided, however, that if at the tune of delivery
of any substitute bond the interest on the bond for which it is being exchanged has not been paid, then
such substitute bond shall be dated of the date to which such interest has been paid in full. On each
substitute bond issued in exchange for or replacement of any Series 2009 Bond or Series 2009 Bonds
issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar s Authentication
Certificate, in the form hereinafter set forth in the FORM OF BOND (the Authentication Certificate')
An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such
substitute bond, date such substitute bond in the manner set forth above, and manually sign and date
the Certificate, and no such substitute bond shall be deemed to be issued or outstanding unless the
Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Series 2009 Bonds
surrendered for exchange or replacement. No additional ordinances, orders, or resolutions need be
passed or adopted by the City Council or any other body or person so as to accomplish the foregoing
exchange or replacement of any Series 2009 Bond or portion hereof, and the Paying Agent/Registrar
shall provide for the printuig, execution, and delivery of the substitute bonds in the manner prescribed
herein. Pursuant to Chapter 1206 Texas Government Code, the duty of exchange or replacement of
any Series 2009 Bond as aforesaid is hereby unposed upon the Paying Agent/Registrar, and, upon the
execution of the Authenttcatton Certificate, the exchanged or replaced bond shall be valid,
incontestable, and enforceable in the same manner and with the same effect as the Series 2009 Bonds
which originally were delivered pursuant to this Ordinance, approved by the Attorney General, and
registered by the Comptroller of Public Accounts. Neither the City nor the Paying Agent/Registrar
shall be required (1) to issue, transfer, or exchange any bond during penod beginning at the opening of
business 30 days before the day of the first mailing of notice of redemption of bonds and ending at the
close of business on the day of such mailing, or (2) to transfer or exchange any bond so selected for
redemption in whole when such redemption is scheduled to occur within 30 calendar days.
(e) All Series 2009 Bonds issued in exchange or replacement of any other Series 2009 Bond or
portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal
of and interest on such Series 2009 Bonds to be payable only to the registered owners thereof, (ii) may
be redeemed pnor to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be ex
changed for other Series 2009 Bonds, (v) shall have the characteristtcs, (vi) shall be signed and sealed,
and (vii) the principal of and interest on the Series 2009 Bonds shall be payable, all as provided, and in
the manner required or indicated, in the FORM OF BOND
(f) The City shall pay the Paying Agent/Registrar s reasonable and customary fees and charges
for making transfers of Series 2009 Bonds, but the registered owner of any Series 2009 Bond requesting
such transfer shall pay iy taxes or other governmental charges required to be paid with respect thereto.
The registered owner of any Series 2009 Bond requesting any exchange shall pay the Paying
Agent/Registrar s reasonable and standard or customary fees and charges fox exchanging any such bond
or portion thereof, together with any taxes or governmental charges required to be paid with respect
thereto all as a condition precedent to the exercise of such privilege of exchange, except, however, that
in the case of the change of an assigned and transferred bond or bonds or any portion or portions
thereof in any integral multiple of $5 000 and in the case of the exchange of the unredeemed portion of
Series 2009 Bond which has been redeemed in part prior to maturity provided in this Ordinance,
such fees and charges will be paid by the City In addition, the City hereby covenants with the registered
owners of the Series 2009 Bonds that it will (i) pay the reasonable and standard or customary fees and
charges of the Paying Agent/Registrar for its ervices with respect to the payment of the principal of
and interest on the Series 2009 Bonds, when due, and (ii) pay the fees and charges of the Paying
Agent/Registrar for services with respect to the transfer or registration of Series 2009 Bonds solely to
the extent above provided, and with respect to the xchange of Series 2009 Bonds solely to the extent
above provided.
(g) The City covenants with the registered owners of the Series 2009 Bonds that at all tunes
while the Series 2009 Bonds are outstanding the City will provide a competent and legally qualified
bank, trust company financial institution, or other agency to act as and perform the ervices of Paying
Agent/Registrar for the Serves 2009 Bonds under this Ordinance, and that the Paying Agent/Registrar
will be one entity The City reserves the right to and may at its option, change the Paying Agent/Regis-
trarupon not less than 60 days written notice to the Paying Agent/Registrar. In the event that the enrity
at any time acting Paying Agent/Registrar (or its successor by merger, acquisition, or other method)
should resign or otherwise cease to ct as such, the City covenants that promptly it will appoint
competent and legally qualified national or state banking institutton which shall be a corporation
organized and doing business under the laws of the United States of America or of any state, authorized
under such laws to exercise trust powers, subject to supervision or xamination by federal or state
authority and whose qualifications substantially are similar to the previous Paying Agent/Registrar to
act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar,
the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or
copy thereof) along with all other pertinent books and records relating to the Series 2009 Bonds, to the
new Paying Agent/Registrar designated and appointed by the City Upon any change in the Paying
Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying
Agent/Registrar to each registered owner of the Series 2009 Bonds, by United States mail, first class
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By
accepting the position and performing such, each Paying Agent/Registrar shall be deemed to have
agreed to the provisions of this Ordinance, and a certified copy of this Orcnance shall be delivered to
each Paying Agent/Registrar.
(h) Each redemption notice, whether required in the FORM OF BOND or otherwise by
this Ordinance, shall contain description of the Serves 2009 Bonds to be redeemed, including the
complete name of the Series 2009 Bonds, the series, the date of issue, the interest rate, the maturity date,
the CUSIP number, if any the amounts called of each ertificate, the publication and mailing date for
the notice, the date of redemption, the redemption price, the name of the Paying Agent/Registrar and
the address at which the Series 2009 Bond may be redeemed, including contact person and telephone
number. All redemption payments made by the Paying Agent/Registrar to the registered owners of the
Series 2009 Bonds shall include CUSIP numbers relating to each amount paid to such registered owner.
(i) With respect to the Series 2009 Bonds, to the extent required by the Code and the regulations
promulgated thereunder, the Paying Agent/Registrar shall report to the Registered Owners and the
Internal Revenue Service (i) the amount of reportable payments if any subject to backup withholding
during each year and the amount of tax withheld, if any with respect to payments of the Series 2009
Bonds, and (ii) the amount of interest or amount treated as interest on the Series 2009 Bonds and
required to be included in the gross income of the Registered Owner thereof.
6 That the form of all Series 2009 Bonds, including the form of the Comptroller Registration
Certificate to accompany the Series 2009 Bonds on the initial delivery thereof, the form of the
Authentication Certificate, and the Form of Assignment to be printed on each of the Series 2009 Bonds,
shall be, respectively substantially as set forth in Exhibit A to this Orcnance, with such appropriate
variations, onussions, or insertions as axe permitted or required by this Ordinance.
7 (a) That a special fund or account, to be designated the 'City of Fort Worth, Texas Series
2009 General Purpose Bonds Interest and Redemption Fund (the Interest and Redemption Fund') is
hereby created and shall be established and maintained by the City The Interest and Redemption Fund
shall be kept separate and apart from all other funds and accounts of the City and shall be used only for
paying the interest on and principal of the Series 2009 Bonds. All taxes levied and collected for and on
account of the Series 2009 Bonds shall be deposited, as collected, to the credit of the Interest and
Redemption Fund. During each year while any of the Series 2009 Bonds is outstanding and unpaid, the
City Council of the City shall compute and ascertain the rate and amount of ad valorem tax, based on
the latest approved tax rolls of the City with full allowances being made for tax delinquencies and costs
of tax collections, which will be sufficient to raise and produce the money required to pay the interest on
the Series 2009 Bonds such uterest comes due, and to provide a sinking fund to pay the principal
(including mandatory sinking fund redemption payments, if any) of the Series 2009 Bonds as such
principal matures, but never less than 2°/ of the outstanding principal amount of the Series 2009 Bonds
as a sinking fund each year. Said rate and amount of ad valorem tax is hereby ordered to be levied and
is hereby levied against all taxable property in the City for each year while any of the Series 2009 Bonds
is outstanding and unpaid, and aid ad valorem tax shall be assessed and collected each such year and
deposited to the credit of the Interest and Redemption Fund. Said ad valorem taxes necessary to pay
the interest on and principal of the Series 2009 Bonds, as such interest comes due, and such principal
matures or comes due through operation of the mandatory sinking fund redemption, if any as provided
in the FORM OF BOND are hereby pledged for such purpose, within the hrrut prescribed by law
There shall be appropriated from the General Fund of the City for deposit into the Interest and
Redemption Fund moneys as may be necessary to pay the first scheduled interest payments on the
Series 2009 Bonds.
(b) Chapter 1208, Texas Government Code, applies to the issuance of the Series 2009 Bonds
and the pledge of ad valorem taxes made under Section 7(a) of this Ordinance, and such pledge is
therefore valid, effecttve, and perfected. If Texas law is amended at any tune while the Series 2009
Bonds are outstanding and unpaid such that the pledge of ad valorem taxes made by the City under
Section 7(a) of this Ordinance is to be subject to the filing requirements of Chapter 9 Texas Business &
Commerce Code, then in order to preserve to the registered owners of the Series 2009 Bonds the
perfection of the security interest in said pledge, the City agrees to take such measures as rt deterrrunes
are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9
Texas Business & Commerce Code and enable filing to perfect the security interest in aid pledge to
occur.
8. (a) That in the event any outstanding Series 2009 Bond is damaged, mutilated, lost, stolen, or
destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, new bond of
the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen, or
destroyed Series 2009 Bond, in replacement for such Series 2009 Bond in the manner hereinafter pro-
vided.
(b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Series 2009
Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a
Series 2009 Bond, the applicant for a replacement bond shall furmsh to the City and to the Paying
Agent/Registrar such security or indemnity 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 destrucrion of a
Series 2009 Bond, the applicant shall furnish to the City and to the Paying Agent/Registrar evidence to
their satisfaction of the loss, theft, or destruction of such Series 2009 Bond, as the case maybe. In every
se of damage or mutilation of a Series 2009 Bond, the applicant shall surrender to the Paying
Agent/Registrar for cancellation the Series 2009 Bond so damaged or mutilated.
(c) Notwithstanding the foregoing provisions of this Section, in the event any such Series 2009
Bond shall have matured, and no default has occurred which is then continuing in the payment of the
principal of, redemption premium, if any or interest on the Series 2009 Bond, the City may authorize
the payment of the same (without surrender thereof except in the case of damaged or mutilated Series
2009 Bond) instead of issuing a replacement Series 2009 Bond, provided security or indemnity is fur
Wished as above provided in this Section.
(d) Pnor to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the
owner of such Series 2009 Bond with all legal, printing, and other expenses in connection therewith.
Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any
Series 2009 Bond is lost, stolen, or destroyed shall constitute a contractual obhgarion of the City whether
or not the lost, stolen, or destroyed Series 2009 Bond shall be found at any tune, or be enforceable by
anyone, and shall be entitled to all the benefits of this Ordinance equally and proporrionately with any
and all other Series 2009 Bonds duly issued under this Ordinance.
(e) In accordance with Chapter 1206, Texas Government Code, this Section of this Ordinance
shall constitute authority for the issuance of any such replacement bond without necessity of further
crion by the governing body of the City or any other body or person, and the duty of the replacement
of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, subject to the
conditions unposed by this Section 8 of flits Ordinance, and the Paying Agent/Registrar shall
authenticate and deliver such bonds in the form and manner and with the effect, as provided in Section
5(d) of this Ordinance for Series 2009 Bonds issued in exchange for other Series 2009 Bonds.
9 That the Mayor, the City Secretary the City Manager, any Assistant City Manager or the
Chief Financial Officer of the City the Director of Finance, and all other officers, employees, and
agents of the City and each of them, shall be and they are hereby expressly authorized, empowered, and
directed from rime to time and at any tune to do and perform all such cts and things and to execute,
cknowledge, and deliver in the name and under the al and on behalf of the City all such instruments,
whether herein mentioned, may be necessary or desirable in order to carry out the terms and
provisions of this Ordinance or the Series 2009 Bonds. In ase any officer whose signature appears on
any Serves 2009 Bond shall ease to be such officer before the delivery of such Series 2009 Bond, such
signature shall nevertheless be valid and sufficient for all purposes the same if he or she had remained
in office until such delivery The City Manager of the City or the designee thereof is hereby authorized
to have control of the Series 2009 Bonds and all necessary records and proceedings pertaining to the
Series 2009 Bonds pending their delivery and their invesrigarion, exarrunarion and approval by the
Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of
the State of Texas. Upon registrarion of the Series 2009 Bonds, said Comptroller of Public Accounts (or
a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller
Registration Cerrificate accompanying the Series 2009 Bonds, and the seal of said Comptroller shall be
s
unpressed, or placed m facsimile, on each such certificate. The City Council hereby authorizes the
payment of the fee of the Office of the Attorney General of the State of Texas for the examinatton of
the proceedings relating to the issuance of the Series 2009 Bonds, in the amount determined in
accordance with the provisions of Section 1202.004 Texas Government Code.
10 That the sale of the Series 2009 Bonds to J.P Morgan Securities Inc., and associates (the
'Purchaser') at a price of par and accrued interest on the Series 2009 Bonds to the date of delivery plus
premium in the amount of $7,985 625 00 is authorized, ratified and confirmed. The Series 2009 Bonds
were sold pursuant to the terms of 'Notice of Sale and Bidding Instructions Official Bid Form and
Official Statement the use of these documents, true and correct copy of ach document being
attached to thts Ordinance, is approved. The City Council hereby finds, determines and declares that
the Series 2009 Bonds were sold to the highest bidder at terms that were the most advantageous
reasonably obtained. One Series 2009 Bond m the principal amount maturing on each maturity date as
set out in Section 2 of this Ordinance shall be delivered to the Purchaser, and the Purchaser shall have
the right to exchange such certificates provided in Section 5 of this Ordinance without cost. The City
Council hereby rattfies the use of the 'Preliminary Official Statement prepared in connection with the
ale of the Series 2009 Bonds.
11 That the Issuer covenants to take ariy action to assure, or refrain from any action which
would adversely affect, the treatment of the Series 2009 Bonds as obligations described in section 103 of
the Internal Revenue Code of 1986 (the Code') the interest on which is not includable in the gross
income of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer
covenants as follows.
O to take any ction to assure that no more than 10 percent of the proceeds of the
Series 2009 Bonds or the protects financed therewith (less amounts deposited to a reserve fund,
if any) are used for any private business use, as defined in section 141(b)(6) of the Code or, if
more than 10 percent of the proceeds are so used, that amounts, whether or not received by the
Issuer, with respect to such private business use, do not, under the terms of this Ordinance or
any underlying arrangement, directly or indirectly secure or provide for the payment of more
than 10 percent of the debt ervice on the Series 2009 Bonds, in contravention of ection
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 ()hereof exceeds 5 percent of the proceeds of the Series 2009 Bonds
or the protects financed therewith (less amounts deposited into reserve fund, if any) then the
amount in excess of 5 percent is used fora private business use which is related and not
disproportionate, within the meaning of ection 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
$5 000 000 or 5 percent of the proceeds of the Series 2009 Bonds (less amounts deposited into
a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state
or local governmental units, in contravention of ectlon 141() of the Code,
(d) to refrain from taking any ction which would otherwise result in the Series 2009
Bonds being treated private activity bonds within the meaning of section 141 (b) of the
Code,
9
(e) to refrain from taking any action that would result in the Series 2009 Bonds
being federally guaranteed within the meaning of section 149(b) of the Code;
(~ to refrain from using any portion of the proceeds of the Series 2009 Bonds,
directly or indirectly to acquire or to replace funds which were used, directly or indirectly to.
acquire investment property (as defined in section 148(b)(2) of the Code) which produces
materially higher yield over the term of the Series 2009 Bonds, other than investment property
acquired with
(1) proceeds of the Series 2009 Bonds invested for reasonable temporary
period of 3 years or less until such proceeds are needed for the purpose for which the
bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meamng
of section 1 148-1 (b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the Series
2009 Bonds,
(g) to otherwise restrict the use of the proceeds of the Series 2009 Bonds or
amounts treated as proceeds of the Series 2009 Bonds, as may be necessary so that the Series
2009 Bonds do not otherwise contravene the requirements of ection 148 of the Code (relating
to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance
refundings) and
(h) to pay to the United States of America at least once during each five year period
(beginning on the date of delivery of the Series 2009 Bonds) an amount that is at least equal to
90 percent of the 'Excess Earnings within the meaning of section 148(f) of the Code and to
pay to the Umted States of America, not later than 60 days after the Series 2009 Bonds have
been paid in full, 100 percent of the amount then required to be paid as result of Excess
Earnings under section 148(f) of the Code.
For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term proceeds
includes disposition proceeds as defined in the Treasury Regulations and, in the case of a refunding
bond, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of
the issuance of the Series 2009 Bonds. It is the understanding of the Issuer that the covenants
contained herein are intended to assure compliance with the Code and any regulations or rulings
promulgated by the U.S Department of the Treasury pursuant thereto. In the event that regulations or
rulings are hereafter promulgated which modtfy or expand provisions of the Code, as applicable to the
Series 2009 Bonds, the Issuer will not be required to comply with any covenant contained herein to the
extent that such failure to comply in the opinion of nationally recognized bond counsel, will not
adversely affect the exemption from federal income taxation of interest on the Serves 2009 Bonds under
section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which
inpose additional requirements which are applicable to the Series 2009 Bonds, the Issuer agrees to
comply with the additional requirements to the extent necessary in the opinion of nationally recognized
bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under
section 103 of the Code. In furtherance of the foregoing, each of the Mayor, the City Manager, any
10
Assistant City Manager, the Chief Financial Officer of the City and the Director of Finance may execute
any certificates or other reports regwred by the Code and to make such elections, on behalf of the City
which maybe permitted by the Code are consistent with the purpose for the issuance of the Bonds.
In order to facilttate compliance with the above clause (h), '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
subtect to the claim of any other person, including without limitation the registered owners of the
Bonds. The Rebate.Fund is established for the additional purpose of compliance with section 148 of
the Code.
12. That the Issuer covenants to account for the expenditure of proceeds from the sale of the
Series 2009 Bonds and any investment earnings thereon to be used for the purposes described in clause
(i) of Section 1 of this Ordinance (each such purpose referred to herein and Section 13 hereof as a
'Protect') on its books and records by allocating proceeds to expenditures within 18 months of the later
of the date that Othe expenditure on Protect is made or (b) each such Protect is completed. The
foregoing notwithstanding, the Issuer shall not expend such proceeds or investment earnings more than
60 days after the later of (a) the fifth anniversary of the date of delivery of the Series 2009 Bonds or (b)
the date the Series 2009 Bonds are retired, unless the Issuer obtains an opinion of nationally recognized
bond counsel substantially to the effect that such expenditure will not adversely affect the tax-exempt
status of the Series 2009 Bonds.
13 That the Issuer covenants that the property constitutuig Protect will not be sold or
otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation,
unless the Issuer obtains an opinion of nationally recognized bond counsel substantially to the effect
that such sale or other disposition will not adversely affect the tax-exempt status of the Series 2009
Bonds. For purposes of tliis Section, the portion of the property comprising personal property and
disposed of in the ordinary course of business shall not be treated as a transaction resulting in the receipt
of cash or other compensation. For purposes of flits Section, the Issuer shall not be obligated to comply
with this covenant if it obtains an opinion of nationally recognized bond counsel to the effect that such
failure to comply will not adversely affect the excludability for federal income tax purposes from gross
income of the interest.
14 O D~natzons. That, as used in this Section, the following terms shall have the meanings
ascribed to such terms below
MSRB" means the Municipal Securities Rulemaking Board.
Rule means SEC Rule 15c2 12, as amended from tirrie to tirnie.
SEC' means the United States Securities and Exchange Commission.
(b) Annual Reports. (i) The City shall provide annually to the MSRB within six months after the
id of each fiscal year ending in or after 2009 financial information and operating data with respect to
the City of the general type described in Exhibit B hereto Any financial statements so to be provided
shall be (1) prepared in cordance with the accounting principles described in Exhibit B hereto, or such
other accounting principles as the City may be required to employ from time to tirrie pursuant to state
11
law or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is
completed wlthm the period during which they must be provided. If the audit of such financial
statements is not complete within such period, then the City shall provide unaudited financial statements
by the required tune, and shall provide audited financial statements for the applicable fiscal year to the
MSRB when and if the audit report on such statements becomes available.
(ii) If the City changes its fiscal year, it will notify the MSRB of the change (and of the date of
the new fiscal year end) prior to the next date by which the City otherwise would be required to provide
financial information and operating data pursuant to this Section. The financial information and
operating data to be provided pursuant to this Section may be set forth iii full in one or more
documents or may be included by specific reference to any document (including an official statement or
other offering document, if it is available from the MSRB) that theretofore has been provided to each
NRMSIR and any SID or filed with the SEC. Filings shall be made electromcally in such format as is
prescribed by the MSRB
O Material EventNotzces. The City shall notify any SID and either each NRIVISIR or the MSRB
in a tunely manner, of any of the following events with respect to the Series 2009 Bonds, if such event is
material withtn'the meaning of the federal securities laws:
1 Principal and interest payment delinquencies,
2. Non-payment related defaults,
3 Unscheduled draws on debt service reserves reflecting financial difficulties,
4 Unscheduled draws on credit enhancements reflecting financial difficulties,
5 Substitution of credit or liquidity providers, or their failure to perform,
6. Adverse tax opimons or events affecting the tax-exempt status of the Series
2009 Bonds,
7 Modifications to rights of holders of the Series 2009 Bonds,
8. Series 2009 Bond calls,
9 Defeasances,
10 Release, substitution, or ale of property securing repayment of the Series 2009
Bonds, and
11 Rating changes.
The City shall notify the MSRB in tunely manner, of any failure by the City to provide financial
information or operattg data in accordance with subsection (b) of this Section by the time regwred by
such. subsection.
(d) L,amitataons, Dzsclaamers, ad Amendments. (i) The City shall be obligated to observe and
perform the covenants specified in this Section for so long as, but only for so long as, the City remains
an obligated person with respect to the Series 2009 Bonds withtn the meaning of the Rule, except that
the City in any event will give notice of any deposit made in ccordance with this Ordinance or
applicable law that auses any Series 2009 Bonds no longer to be outstanding
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Series 2009 Bonds, and nothing in this Section, express or unphed, shall give any benefit or any
legal or equitable right, remedy or claun hereunder to any other person. The City undertakes to provide
12
only the financial informatson, 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 presentatton of the City s financial results,
condition, or prospects or to update any information provided in accordance with this Section or
otherwise, except as expressly provided herein. The City does not make any representation or warranty
concerning such information or its usefulness to decision to invest in or sell Series 2009 Bonds at any
future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY SERIES 2009 BOND OR ANY OTHER PERSON IN
CONTRACT OR TORT FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY
BREACH BY THE CITY WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART OF
ANY COVENANT SPECIFIED IN THIS SECTION BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON IN CONTRACT OR TORT FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(iv) No default by the City in observing or perforrrung its obligations under flits Section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance. Nothing m this Section is intended or shall act to disclaun, waive, or otherwise ltrnitt the
duties of the City under federal and state securities laws.
(v) Should the Rule be amended to obligate the City to make filings with or provide notices to
entities other than the MSRB the City agrees to undertake such obligation in accordance with the Rule
as amended.
(vi) The provisions of this Section may be amended by the City from tune to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law or a change in
the identity nature, status, or type of operations of the City but only if (1) the provisions of this Section,
as so amended, would have permitted an underwriter to purchase or sell Series 2009 Bonds in the
primary offering of the Series 2009 Bonds in compliance with the Rule, taking into ccount any
amendments or mterpretattons of the Rule since such offering as well as such changed circumstances
and (2) either Othe holders of a maJority in aggregate principal amount (or any greater amount equired
by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Serves
2009 Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as
nationally recogmzed bond counsel) determines that such amendment will not materially unpair the
uiterest of the holders and beneficial owners of the Series 2009 Bonds. If the City so amends the
provisions of this Section, it shall include with any amended financial information or operating data next
provided in accordance with subsection (b) of this Section an explanatton, in narrative form, of the
reason for the amendment and of the unpact 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 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 selltng Series 2009 Bonds in the prunary offering of the Series 2009 Bonds.
13
15 That interest earnings derived from the investment of proceeds from the sale of the
Series 2009 Bonds may be used along with other available bond proceeds for the construction of the
permanent improvements set forth in clause (i) of Section 1 hereof for which the Series 2009 Bonds are
issued or for the payment of debt service on the Series 2009 Bonds, j~rovzded, that after completton of
such permanent improvements, if any of such interest earnings remain on hand, such interest earnings
shall be deposited in the Interest and Redemption Fund. It is further provided, however, that any
interest earnings on bond proceeds which are regwred to be rebated to the United States of America
pursuant to Section 11 hereof in order to prevent the Series 2009 Bonds from being arbitrage bonds
shall be so rebated and not considered as interest earmngs for the purposes of this Section.
16. That the Series 2009 Bonds shall be issued and delivered in such manner that no physical
distribution of the Series 2009 Bonds will be made to the public, and The Depository Trust Company
("DTC') New York, New York, imtially may act as depository for the Series 2009 Bonds. DTC has
represented that it is 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 tTriform Commercial Code, and clearing agency registered under Section 17A of the Securities
Exchange Act of 1934 as amended, and the City accepts, but in no way verifies, such representations.
The defumttve Serves 2009 Bonds delivered to the Purchaser shall be registered in the name of CEDE &
CO the nominee of DTC. DTC may hold the Series 2009 Bonds on behalf of the Purchaser. So long
as each Series 2009 Bonds is registered in the name of CEDE & CO the Paying Agent/Registrar shall
treat and deal with DTC the same in all respects as if it were the actual and beneficial owner thereof.
DTC may maintain abook-entry system which will identify ownership of the Series 2009 Bonds in
integral amounts of $5 000 with transfers of ownership being effected on the records of DTC and its
participants pursuant to rules and regulations established by them, and that the Series 2009 Bonds
initially deposited with DTC shall be umimobihzed and not be further exchanged for substitute Series
2009 Bonds except as hereinafter provided. The City is not responsible or liable for any functions of
DTC, will not be responsible for paying any fees or charges with respect to its services, will not be
responsible or liable for maintaining, supervising, or reviewing the records of DTC or its participants, or
protecting any interests or rights of the beneficial owners of the Series 2009 Bonds. It shall be the duty
of the DTC Participants to make all arrangements with DTC to establish this book-entry system, the
beneficial ownership of the Series 2009 Bonds, and the method of paying the fees and charges of DTC.
The City does not represent, nor does it in any way covenant that any book-entry system established
with DTC will be maintained in the future. If for any reason should any of the originally delivered
Series 2009 Bonds duly file with the Paying Agent/Registrar with proper request for transfer and
substitution, provided for in this Ordinance, substitute Series 2009 Bonds will be duly delivered
provided in this Ordinance, and there will be no ssurance or representation that any book entry system
will be maintained for such Serves 2009 Bonds. The City heretofore has executed 'Blanket Letter of
Representations prepared by DTC in order to implement the book entry system described above.
17 .() Defea.red Borrdr. That any Series 2009 Bond and the interest thereon shall be deemed to be
paid, retired and no longer outstanding (a 'Defeased Bond') within the meaning of this Ordinance,
except to the xtent provided m subsection (d) of this Section, when payment of the principal of such
Series 2009 Bond, plus interest thereon to the due date (whether such due date be by reason of maturity
or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof,
or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making
available to the Paying Agent/Registrar m accordance with an escrow agreement or other instrument
(the 'Future Escrow Agreement') for such payment (1) lawful money of the United States of America
sufficient to make such payment or (2) Defeasance Securities that mature to principal and interest in
such amounts and at such tunes as will insure the availability without reinvestment, of sufficient money
to provide for such payment, and when proper arrangements have been made by the Issuer with the
14
Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due
and payable. At such time as a Series 2009 Bond shall be deemed to be Defeased Bond hereunder, as
aforesaid, such Series 2009 Bond and the interest thereon shall no longer be secured by payable from,
or entitled to the benefits of, the ad valorem taxes or revenues herein levied and pledged as provided in
this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance
Securities. Notwithstanding any other provision of this Ordinance to the contrary rt is hereby provided
that any determination not to redeem Defeased Bonds that is made in conlunctron with the payment
arrangements specified in subsection 17( )(i) or (ii) shall not be irrevocable, provided that: (1) in the
proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the
Defeased Bonds for redemption, (2) gives notice of the reservation of that right to the owners of the
Defeased Bonds immediately following the making of the payment arrangements, and (3) directs that
notice of the reservation be included in any redemption notices that it authorizes.
(b) Investment iii Defeasance Secuntaes. Any moneys so deposited with the Paying
Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities,
maturing in the amounts and tunes as hereinbefore et forth, and all income from such Defeasance
Securities received by the Paying Agent/Registrar that is not required for the payment of the Series 2009
Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned
over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement
pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Bonds
may contain provisions permitting the investment or reinvestment of such moneys in Defeasance
Securities or the substitution of other Defeasance Securities upon the satisfaction of the requirements
specified in subsection 17( )(i) or (ii) All income from such Defeasance Securities received by the
Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with respect to
which such money has been so deposited, shall be remttted to the Issuer or deposited as directed in
writing by the Issuer.
(c) Defeasance Secuntaes Defined. The term 'Defeasance Securities means (i) direct,
noncallable obligations of the United States of America, including obligations that are unconditionally
guaranteed by the United States of America, (ii) noncallable obligations of an agency or instrumentality
of the United States of America, including obligations that are xnconditionally guaranteed or insured by
the agency or instrumentality and that, on the date of the purchase thereof are rated as to investment
quality by nationally recognized investment rating firm not less than AAA or its equivalent, and (iii)
noncallable obligations of state or an agency or county municipality or other political subdivision of
state that have been refunded and that, on the date on the date the governing body of the Issuer
adopts or approves the proceedings authorizing the financial arrangements are rated as to investment
quality by nationally recognized investment rating firm not less than AAA or its equivalent.
(d) Paying Agent/Registrar Servaces. Until all Defeased Bonds shall have become due and
payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such
Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper
arrangements to provide and pay for such services as required by this Ordinance.
() Selection of Bondi forDefedsance. In the event that the Issuer elects to defease less than all of
the principal amount of Series 2009 Bonds of a maturity the Paying Agent/Registrar shall select, or
cause to be selected, such amount of Series 2009 Bonds by such random method as it deems fair and
appropriate.
i5
18. (a) Event~~ of Default. That each of the following occurrences or events for the purpose of
this Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Series 2009
Bonds when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City the failure to perform which materially adversely affects the rights of the
registered owners of the Series 2009 Bonds; including, but not limited to their prospect or
ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period
of 60 days after notice of such default is given by any registered owner to the City
(b) Remedae.r for Default.
(i) Upon the happemng of any Event of Default, then and in every case, any registered
owner or an authorized representative thereof, including, but not lirruted to a trustee or trustees
therefor, may proceed against the City or any official, officer or employee of the City in their
official capacity for the purpose of protecting and enforcing the rights of the registered owners
under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at
law in any court of competent Jurisdiction, for any relief permitted by law including the specific
performance of any covenant or agreement contained herein, or thereby to enJoin any act or
thing that may be unlawful or in violation of any right of the registered owners hereunder or any
combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all registered owners of Series 2009 Bonds then outstanding
(c) Remedae.r Not Exclue~ive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall be
in addition to every other remedy given hereunder or under the Series 2009 Bonds or now or
hereafter existing at law or iii equity provided, however that notwithstanding any other provision
of this Ordinance, the right to accelerate the debt evidenced by the Series 2009 Bonds shall not
be available as remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy
(iii) By accepting the delivery of a Series 2009 Bond authorized under this Ordinance,
such registered owner agrees that the ertifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to
personal or pecuniary liability or charge against the officers, employees or trustees of the City or
the City Council.
(iv) None of the members of the City Council, nor any other official or officer, agent,
or employee of the City shall be charged personally by the registered owners with any liability
or be held personally liable to the registered owners under any term or provision of this
16
Ordinance, or because of any Event of Default or alleged Event of Default under this
Ordinance.
19 That the proceeds from the sale of the Series 2009 Bonds shall be deposited with the City
depository bank and used to fund the permanent irriprovements described in clause (i) of Section 1 of
this Ordinance. The foregoing notwithstanding, proceeds representing ccrued Interest on the Series
2009 Bonds, if any shall be deposited to the credit of the Interest and Redemption Fund. Any premtum
received in connection with the sale of the Series 2009 Bonds shall be used in manner consistent with
the provisions of Section 1201 042(d) Texas Government Code, including $7 675 000 for expenditure
on protects as provided for in the preamble to this Ordinance.
20 That for all purposes of this Ordinance, unless the context regwres otherwise, all references
to designated Sections and other subdivisions are to the Sections and other subdivisions of this
Ordinance. The words 'herein 'hereof 'and 'hereunder and other words of similar unport refer to
this Ordinance as a whole and not to any particular Section or other subdivision. Except where the
context otherwise regwres, terms defined in this Ordinance to uripart the singular number shall be
considered to include the plural number and vice versa. References to any named person shall mean
that party and its successors and assigns. References to any constitutional, statutory or regulatory
provision means such provision as it exists on the date tliis 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 redemptton
payments as described herein. Any reference to FORM OF BOND shall refer to the form of the
Bonds set forth in Exhibit A to this Ordinance. The titles and headings of the Sections and subsections
of this Ordinance have been inserted for conveiuence of reference only and are not to be considered
part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. The
findings set forth u-i the preamble to this Ordinance are hereby incorporated into the body of this
Ordinance and made a part hereof for all purposes.
21 That all ordinances and resolutions or parts thereof in conflict herewith are hereby repealed.
22. That in accordance with the provisions of Section 1201 028, Texas Government Code, this
Ordinance shall be effective immediately upon its adoption by the City Council.
23 That it is hereby officially found and determined that the meeting at which this Ordinance
was passed was open to the public, and public notice of the tune, place and purpose of said meeting was
given, all as required by Chapter 551 Texas Government Code, as amended.
ADOPTED this September 1 2009
Mayor, City of Fort Worth, Texas
17
ATTEST
City Secretary
City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY
City Attorney City of Fort Worth, Texas
(SEAL)
18
EXHIBIT A
NO
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH, TEXAS
GENERAL PURPOSE BOND
SERIES 2009
MATURITY DATE INTEREST RATE DATED~DATE CUSIP
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH,
TEXAS (the 'Issuer') being political subdivision of the State of Texas, hereby prorruses to pay to
or to the registered assignee hereof (either being hereinafter
called the registered owner') the principal amount of:
DOLLARS
and to pay interest thereon, from the Dated Date specified above, to the maturity date specified above,
or the date of its redemption prior to scheduled maturity at the rate of interest per annum specified
above, with said interest being payable on March 1 2010 and semtannually on each September 1 and
March 1 thereafter; except that if the Paying Agent/Registrar s Authentication Certificate appearing on
the face of this Bond is dated later than March 1 2010 such interest is payable serriiannually on each
September 1 and March 1 following such date. Interest on this Bond shall be calculated on the basis of
a 360-day year consisting of twelve.30-day months.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
Umted States of America, without exchange or collection charges. The principal of this Bond shall be
paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or
redemption prior to maturity at the designated corporate trust office in Fort Worth, Texas (the
'Designated Payment Office') of Wells Fargo Bank, National Association, which is the 'Paying
Agent/Registrar for this Bond. The payment of interest on this Bond shall be made by the Paying
Agent/Registrar to the registered owner hereof as shown by the Registration Books kept by the Paying
Agent/Registrar at the close of business on the 15th day of the month next preceding such interest
payment date by check, dated of such interest payment date, drawn by the Paying Agent/Registrar
on, and payable solely from, funds of the Issuer required to be on deposit with the Paying Agent/Reg-
istrar for such purpose as hereinafter provided, and such check shall be ent by the Paying
Agent/Registrar by Umted States mail, first-class postage prepaid, on each such interest payment date,
to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying
Agent/Registrar, hereinafter described. Any accrued interest due at maturity or upon redemption of
this Bond prior to maturity as provided herein shall be paid to the registered owner upon presentation
and surrender of thts Bond for redemption and payment at the Designated Payment Office of the
Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond that no later than
each principal payment and/or interest payment date for this Bond it will make available to the Paying
Agent/Registrar from the Interest and Redemption Fund as defined by the ordinance authorizing the
Bonds (the Ordinance') the amounts required to provide for the payment, in iirimediately available
funds, of all principal of and interest on the Bonds, when due.
IN THE EVENT OF A NON PAYMENT of interest on a scheduled payment date, and for 30
days thereafter, lew record date for such interest payment (a Special Record Date') will be
established by the Paying Agent/Registrar, if and when funds for the payment of such mterest have
been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of
the past due mterest ("Special Payment Date which shall be 15 days after the Special Record Date)
shall be sent at least five business days prior to the Special Record Date by United States mail, first class
postage prepaid, to the address of each registered owner of a Bond appearing on the registration books
of the Paying Agent/Registrar at the close of business on the last business day next preceding the date
of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday
Sunday legal holiday or a day on which banking institutions in the city where the Designated Payment
Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then
the date for such payment shall be the next succeeding day which is not such a Saturday Sunday legal
holiday or day on which banking institutions are authorized to close; and payment on such date shall
have the same force and effect if made on the original date payment was due. Notwithstanding the
foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a
securities depository for the Bonds, any payment to the securities depository or its nominee or
registered assigns, shall be made in accordance with existing arrangements between the Issuer and the
securities depository
THIS BOND is one of Series of Bonds of like tenor and effect except as to number, principal
amount, interest rate, maturity and option of redemption, dated September 1 2009 authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of $85 180 000
for the following purposes, to-wit, constructing permanent street and storm sewer improvements (2004
and 2008 elections) and park and recreation improvements, and to pay the costs incurred in connection
with the issuance of the Bonds.
ON MARCH 1 2019 or on any date thereafter, the Bonds of this Series maturing on March 1
2020 and thereafter may be redeemed prior to their scheduled maturities, at the option of the Issuer, in
whole, or in part, at par and ccrued mterest to the date fixed for redemption. The years of maturity of
the Bonds called for redemption at the option of the City prior to stated maturity shall be selected by the
City The Bonds or portions thereof redeemed within a maturity shall be elected by lot or other
method by the Paying Agent/Registrar; provided, that during any period m which ownership of the Bonds
is determined only by a book entry at securities depository for the Bonds, if fewer than all of the
Bonds of the ame maturity and bearing the same mterest rate are to be redeemed, the particular Bonds
of such maturity and bearing such interest rate shall be selected in cordance with the arrangements
between the Issuer and the securities depository
AT LEAST 30 days prior to the date fixed for any such redemption (a) a written notice of such
redemption shall be given to the registered owner of each Bond or portion thereof being called for
redemption by depositing such notice m the United States mail, first class postage prepaid, addressed to
each such registered owner at his address shown on the Registration Books of the Paying
Agent/Registrar and (b) notice of such redemption either shall be published one (1) time m or posted
electronically on the website of financial journal or publication of general circulation m the United
States of America or the State of Texas carrying as a regular feature notices of municipal bonds called
for redemption, provided, however, that the failure to end, mail, or receive such notice described in ( )
above, or any defect therein or in the sending or mailing thereof, shall not affect the validity or
effectiveness of the proceedings for the redemption of any Bond. By the date fixed for any such
redemption due provision shall be made by the Issuer with the Paying Agent/Registrar for the payment
of the required redemption price for tliis Bond or the portion hereof which is to be so redeemed, plus
accrued interest thereon to the date fixed for redemption. If such notice of redemption is given, and if
due provision for such payment is made, all as provided above, this Bond, or the portion hereof which
is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled maturity and shall
not bear interest after the date fixed for its redemption, and shall not be regarded as being outstanding
except for the right of the registered owner to receive the redemption price plus accrued interest to the
date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment.
The Payuig Agent/Registrar shall record in the Registration Books all such redemptions of principal of
this Bond or any portion hereof. If portion of any Bond shall be redeemed a substitute Bond or
Bonds having the same maturity date, bearing interest at the same rate, in any denomination or
denominations m any integral multiple of $5 000 at the written request of the registered owner, and in
aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered
owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the
Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, m the denomination of any integral multiple of $5 000 As provided in the Ordinance, this
Bond, or any unredeemed portion hereof, may at the request of the registered owner or the assignee or
assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of fully
registered bonds, without interest coupons, payable to the appropriate registered owner, assignee, or
assignees, as the ase maybe, having the same maturity date, and bearing interest at the same rate, in any
denomination or denominations in any integral multiple of $5 000 as requested in wriririg by the
appropriate registered owner, assignee, or assignees, as the case maybe, upon surrender of this Bond to
the Paying Agent/Registrar at its Designated Trust Office {as defined in the Ordinance) for cancellation,
all in accordance with the form and procedures set forth ui the Ordinance. Among other requirements
for such assignment and transfer, this Bond must be presented and surrendered to the Paying
Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion
or portions hereof in any integral multiple of $5 000 to the assignee or assignees in whose name or
names this Bond or any such portion or portions hereof is or are to be transferred and registered. The
form of Assignment printed or endorsed on this Bond may be executed by the registered owner to
evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment
satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any
portion or portions hereof from tune to tune by the registered owner. The one requesting such
exchange shall pay the Paying Agent/Registrar s reasonable standard or customary fees and charges for
exchanging any Bond or portion thereof. The foregoing notwithstanding, inthe ase of the exchange of
a portion of Bond which has been redeemed prior to maturity as provided herein, and in the case of
the exchange of an signed and transferred Bond or Bonds or any portion or portions thereof, such
fees and charges of the Paying Agent/Registrar will be paid by the Issuer. In any circumstance, any
taxes or governmental charges required to be paid with respect thereto shall be paid by the one request
ing such assignment, transfer, or exchange as a condition precedent to the exercise of such privilege. In
any circumstance, neither the Issuer nor the Paying Agent/Registrar shall be required (1) to make any
transfer or exchange during a period beginning at the opening of business 30 days before the day of the
first mailing of notice of redemption of bonds and ending at the close of business on the day of such
mailing, or (2) to transfer or exchange any Bonds so selected for redemption when such redemption is
scheduled to occur withun 30 calendar days.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at
securities depository for the Bonds, the foregoing requirements of holding, deltveririg or transferring this
Bond shall be mochfied to require the appropriate person or entity to meet the requu ements of the
securities depository as to registering or transferring the book entry to produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns,
or otherwise eases to act as such, the Issuer has covenanted m the Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor, and promptly will cause written notice
thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series of
which it is part, is duly authorized by law• that the bonds issued for the permanent unprovements
heretofore described were approved by a vote of the resident, qualified electors of the City of Fort
Worth, Texas, voting at elections held for that purpose within said City on February 7 2004 and May
10 2008, that all acts, conditions and thongs required to be done precedent to and ill the issuance of this
series of bonds, and of thus Bond, have been properly done and performed and have happened 111
regular and due tune, form and manner as required by law• that sufficient and proper provision for the
levy and collection of taxes has been made, which, when collected, shall be appropriated exclusively to
the payment of this Bond and the series of which it is a part; and that the total indebtedness of said City
of Fort Worth, Texas, iricludmg the enure series of bonds of which thus is one, does not exceed any
constitutional, statutory or charter limitation.
BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges
all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions,
acknowledges that the Ordinance is duly recorded and available for inspection 111 the official minutes
and records of the governing body of the Issuer, and agrees that the terms and provisions of thus Bond
and the Ordinance constitute contract between each registered owner hereof and the Issuer.
IN WITNESS WHEREOF this Bond has been signed with the manual or facsunile signature of
the Mayor of said City attested with the manual or facstmile signature of the City Secretary and
approved as to form and legality with the manual or facsimile signature of the City Attorney and the
official seal of the Issuer has been duly affixed to or unpressed, or placed m facsunile, on this Bond.
ATTEST
XXXXXXXXXXXXXX
City Secretary City of Fort Worth, Texas
XXXXXXXXXXXX
Mayor, City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY
XXXXXXXX
City Attorney City of Fort Worth, Texas
(SEAL)
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the proceedings
adopted by the Issuer as described in the text of this Bond, and that this Bond has been issued in
conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an
issue which originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated. WELLS FARGO BANK, NATIONAL ASSOCIATION
Payiiig Agent/Registrar
By
Authorized Representattve
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, signs and transfers unto
Please insert Social Security or Taxpayer
Identtfication Number of Transferee
(Please print or typewrite name and address, including
zip code of Transferee)
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to register the transfer of the within Bond on the
books kept for registration thereof, with full power of
substitution in the premises.
Dated.
Signature Guaranteed.
lvv 1 il.r,. signatureO must be guaranteed by
member firm of the New York Stock
Exchange or commercial bank or trust
company
l~ ~ 11~,~,. 1 ne signanire above must
correspond with the name of the Registered
Owner it appears upon the front of this
Bond in every particular, without alteration or
enlargement or any change whatsoever.
FORM OF COMPTROLLER'S CERTIFICATE (ATTACHED TO
THE BONDS UPON INITIAL DELIVERY THEREOF)
OFFICE OF COMPTROLLER
STATE OF TEYAS
REGISTER NO
I hereby certify that this Bond has been examined, certified as to validity and approved by the
Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS MY HAND and eal of office at Austin, Texas
(SEAL)
Comptroller of Public Accounts
of the State of Texas
NOTE TO PRINTER.
*tiot to be on bond
Exhibit C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 14 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually in
accordance with such Section are as specified below
The City has agreed to update annually financial information and operatuig data with respect to
the City of the general type included in the official statement for the Bonds as set forth in tables 1
through 6, inclusive, and 8 through 15 inclusive, contained in such official statement, and Appendix B
to such official statement, Excerpts from the Annual Financial Report of the City of Fort Worth,
Texas The above-described financial information and operating data with respect to the City is
hereby incorporated by reference, and in Section 14 of thts Ordinance the City has agreed to annually
update such financial information and operating data in accordance with Rule 15c2 12, promulgated by
the United States Securities and Exchange Commission.
Accounting Principles
The accounting principles referred to in Section 14 of this Ordinance are the counting
principles described in the notes to the annual financial report referred to above.
THE STATE OF TEYAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH
I, Marty Hendrix, City Secretary of the City of Fort Worth, in the State of Texas, do hereby
certify that I have compared the attached and foregoing excerpt from the minutes of the regular, open,
public meeting of the City Council of the City of Fort Worth, Texas held on September 1 2009 and the
Ordinance Authorizing the Issuance of General Purpose Bonds, Series 2009 which was duly passed at
said meeting, and that said copy is true and correct copy of said excerpt and the whole of said
ordinance.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of Fort
Worth, this 1st day of September, 2009
City Secretary of the
City of Fort Worth, Texas
(SEAL)
City of Fort Worth, Texas
Mayor and Council Communication
...~. - __
COUNCIL`ACTION: Approved on 9/22/2009. -Ord. No. 18833-09-2009
DATE Tuesday September 22 2009 REFERENCE NO G-16711
LOG NAME 1309 GO APPR
SUBJECT
Adopt Ordinance in the Amount of $92 855 000 00 for Proceeds from City of Fort Worth Texas General
Purpose Bonds Series 2009 to Fund Projects in the 2004 and 2008 Bond Programs
RECOMMENDATION
It is recommended that the City Council adopt the attached appropriation ordinance increasing estimated
receipts and appropriations in the amount of $92 855 000 00 plus costs of issuance from the sale of City
of Fort Worth Texas General Purpose Bonds Series 2009 for the purpose of funding 2004 and 2008
Bond Program projects
DISCUSSION
On September 1 2009 City Council approved the sale of $88 140 000 00 of City of Fort Worth Texas
General Purpose Bonds, Series 2009 to fund capital projects authorized for both the 2004 and 2008 Bond
Programs Because the bonds were sold in the public market at a premium the sale generated proceeds
of $92 855 000 00 plus costs of issuance that will be appropriated through the attached ordinance Of the
$92 855 000 00 in proceeds $30 863 741 00 will make available previously appropriated authority of the
Commercial Paper Program
In February 2004 a six year $273 500 000 00 bond program was approved by voters. On March 30
2004 (M&C C-20014) the City Council authorized $125 000 000 00 in commercial paper authority to be
used as interim funding for the 2004 bond program and to show immediate benefits to the citizens who
approved the bond program
In May 2008 voters approved another $150 000 000 00 bond program with a single proposition of Streets
and Related Improvements
Funding by proposition /bond program is shown below
Bond Program Proposition CategorX Amount Total
2004 One Streets $42 540 000 00
2004 Two Parks $4,575,000.00
2004 Total $47 115 000 00
2008 One Streets X45,740,000.00
Total Sale $92 855 000 00
FISCAL INFORMATION /CERTIFICATION
Logname 1309 GO APPR Page 1 of 3
The Financial Management Services Director certifies that as a result of the sales of City of Fort Worth
Texas General Purpose Bonds Series 2009 and the adoption of the attached appropriation ordinance
funds will be available in the current capital budgets as appropriated of the Street Improvements Funds
the SH121 T Southwest Parkway Fund the Parks Improvements .Fund the Street Light and Signal
Improvements Fund the New Development Fund and the Street Improvements 2008 Fund
FUND CENTERS
TO Fund/Account/Centers
FROM Fund/Account/Centers
C200 485XXX 201239990100 $2,240,000.00
C200 485XXX 201409990100 $6,533,949.00
C200 485XXX 201289990100 $1,050,000.00
C201 485XXX 201 71 99901 00 $1,300,000.00
C201 485XXX 201739990100 $325,000.00
C201 485XXX 201749990100- $150,000.00
C201 485XXX 201759990100 $75,000.00
C202 485XXX 1 71 7799901 00 $1,600,000.00
C202 485XXX 061779990100 $400,000.00
C202 485XXX 201769990100 $3,250,000.00
C200 485XXX 801379990100 $2,608,151.00
C200 485XXX 201399990100 $500,359.00
C200 485XXX 801369990100 $66,700.00
C200 485XXX 201989990100 $300,741.00
C221 485XXX XXX21XXXXXXX $13,596,828.41
C221 485XXX XXX23XXXXXXX $8,403,171.59
C221 485XXX XXX98XXXXXXX $140,100.00
C280 485XXX 801419990100 $26,500.00
C280 485XXX 801429990100 $1,048,500.00
C280 485XXX 801439990100 $824,500.00
C280 485XXX 801449990100 $447,704.00
C280 485XXX 801459990100 $500,000.00
C280 485XXX 801509990100 $1,188,937.00
C280 485XXX 801589990100 $309,149.00
C280 485XXX 801989990100 $229,710.00
C204 485XXX 201239990100 $15,500,000.00
C204 485XXX 201409990100 $4,644,620.00
C204 485XXX 201219990100 .$1,000,000.00
C204 485XXX 201719990100 $1,500,000.00
C204 485XXX 201269990100 $22,200,000.00
C204 485XXX 201989990100 $895,380.00
C200 541200 201239990100 $2,240,000.00
C200 541200 201409990100 $6,533,949.00
Logname 1309 GO APPR
Page 2 of 3
C200 541200 201289990100 $1;050,000.00
C201 541200 201719990100 $1,300,000.00
C201 541200 201739990100 $325,000.00
C201 541200 201749990100 $150,000.00
C201 541200 201759990100 $75,000.00
0202 541200 171779990100 $1,600,000.00
C202 541200 061779990100 $400,000.00
C202 541200 201769990100 $3,250,000.00
C200 541200 801379990100 $2,608,151.00
C200 541200 201399990100 $500,359.00
C200 541200 801369990100 $66,700.00
C200 541200 201989990100 $300,741.00
C221 5XXXXX XXX21XXXXXXX $13,596,828.41
C221 SXXXXX XXX23XXXXXXX $8,403,171.59
C221 5XXXXX XXX98XXXXXXX $140,100.00
C280 541200 801419990100 $26,500.00
C280 541200 801429990100 $1,048,500.00
C280 541200 801439990100 $824,500.00
C280 541200 801449990100 $447,704.00
C280 541200 801459990100 $500,000.00
C280 541200 801509990100 $1,188,937.00
C280 541200 801589990100 $309,149.00
C280 541200 801989990100 $229,710.00
C204 541200 20.1239990100 $15,500,000.00
C204 541200 201409990100 $4,644,620.00
C204 541200 201219990100 $1,000,000.00
C204 541200 201719990100 $1,500,000.00
C204 541200 201269990100 $22,200,000.00
C204 541200 201989990100 $895,380.00
GD06 553010 0132000 $310,625.00
GD06 485XXX 0132000 $320,780.28
CERTIFICATIONS
Submitted for City Manager's Office ~• Karen Montgomery (6222)
Originating Department Head. Lena Ellis (8517)
Additional Information Contact: James Mauldin (2438)
Logname• 1309 GO APPR Page 3 of 3