Loading...
HomeMy WebLinkAboutOrdinance 18782-09-2009THE STATE OF TEYAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH On the 1st day of September, 2009 the City Council of the City of Fort Worth, Texas, met in regular, open, public meeting in the City Council Chamber iri the City Hall, and roll was called of the duly constituted members of the City Council, to-wit: Mike Moncrief, Salvador Espino W.B Zim Zimmerman Danny Scarth, Frank Moss, JungusJordan, Carter Burdette, Kathleen Hicks, Joel Burns, Dale A. Fisseler, David Yett, Marty Hendrix, Lena Ellis, Mayor Councilmembers, City Manager, City Attorney City Secretary Chief Financial Officer with Moncrief and Hicks absent, thus constituting quorum present; and after the City Council had transacted certain business, the following business was transacted, to-wit: Councilmember Jordan introduced an ordinance and moved its passage. The motion was seconded by Councilmember Espino. The Ordinance was read by the City Secretary The motion, carrying with it the passage of the ordinance prevailed by vote of 7 YEAS, 0 NAYS. The ordinance as passed is follows. ORDINANCE NO 1782 ,02009 PROVIDING FOR THE ISSUANCE OF EIGHTY FIVE MILLION ONE HUNDRED AND EIGHTY THOUSAND DOLLARS ($85 180 000) OF THE GENERAL PURPOSE BONDS, SERIES 2009 OF THE CITY OF FORT WORTH, TEXAS, BEARING INTEREST AT THE RATES HEREINAFTER SET FORTH, AND PROVIDING FOR THE LEVY ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO PAY THE INTEREST ON SAID BONDS AND TO CREATE A SINKING FUND FOR THE REDEMPTION THEREOF AT MATURITY AND ORDAINING OTHER MATTERS RELATED THERETO WHEREAS, it Is deemed advisable and in the best Interest of the City of Fort Worth (the City or the Issuer") that certain general purpose bonds authorized at electrons previously held uz said City be combined in a single issue and sold at this time, the dates of electron, amount of bonds authorized thereat, purpose, amount of bonds previously sold, and the amount now to be sold bemgas follows. DATE OF AMOUNT AMOUNT AMOUNT ~I_ECTION AUTHORIZED OS PREVIOUSLY SOL D NOW OFFERED February 7 2004 232,900,000 Street Improvements 147,665,000 42,540,000* February 7 2004 21,615,000 Park & Rec. Improvements 15,000,000 4,575,000* February 7 2004 4,490,000 Library Improvements 400,000 -0- May 10, 2008 150.000.000 Street Improvements 1$,000.000 X5.740 000* $409 005000 $181,065,000 $92,855,000* *Indudes premium allocated against ed thonzation 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 rs deemed advisable and to the best interest of the City that the bonds to be sold pursuant to the aforesaid elections be sold at this time, pursuant to the laws of the State of Texas. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS. 1 That the bond or bonds of the City of Fort Worth, Texas (the City" or the Issuer') to be called General Purpose Bonds, Series 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 improvements and storm sewer improvements related to such street improvements (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 rn accordance with the bond propositions approved at the February 7 2004 and May 10 2008 bond elections 2. That the Series 2009 Bonds shall be dated September 1 2009 shall be In the denomination of $5 000 each, or any integral multiple of $5,000 (an Authorized Denomination ') shall be numbered consecutively from R 1 upward, and shall mature on the maturity date, m each of the years, and m the amounts, respectively as set forth in the following schedule: MATURITY DATE. SEPTEMBER 1 YEARS AMOUNTS l$~ YEARS AMOUNTS ($1 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 Series 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 re deemed within a 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 Senes 2009 Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository (b) The 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 m 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 accrued interest thereon to the date fixed for redemption If such notice of redemption is given (to the extent notice is required to be given) as provided in the FORM OF BOND and if due provision for such payment is made, all as provided above, the Series 2009 Bonds or the portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, and shall not bear interest after the date 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 cancellation, at the expense of the City all as provided in this Ordinance. 4 That the Series 2009 Bonds scheduled 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 any 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 in Dort 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 registrations under such reasonable regulations as the City and the PayingAgent/Registrar may prescribe, and the Paying Agent/Registrar shall make such transfers and registrations as herein pro- vided It shall be the duty of the Paying Agent/Registrar to obtain from the registered owner and record in the Registration Books the address of such registered owner of each bond to which payments with respect to the Series 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 confi dential and, unless otherwise required by law shall not permit their inspection by any other entity Registration of each Series 2009 Bond may be transferred in the Registration Books only upon presentation and surrender of such bond to the Paying Agent/Registrar for transfer of registration and. cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of such bond, or any portion thereof in any integral multiple of $5,000 to the assignee or assignees thereof, and the right of such assignee or assignees to have such bond or any such portion thereof registered in the name of such assignee or assignees Upon the assignment and transfer of any Series 2009 Bond or any portion thereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herein provided (b) The entity in whose name any Series 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, premium, if any and interest on any such bond shall be made only to such registered owner All such payments shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums so paid. (c) The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Series 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 rts or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons, in the form prescribed in the FORM OF BOND in the denomination of $5 000 or any integral multiple thereof (subject to the requirement hereinafter stated that each substitute bond shall have a single stated maturity date) as requested in writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unredeemed principal amount of any Series 2009 Bond or Series 2009 Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case maybe. If a 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 in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation If any Series 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 same rate as the bond for which it is being exchanged. Each substitute bond shall bear a letter and/or number to distinguish it from each other bond. The Paying Agent/Registrar shall exchange or replace Series 2009 Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or re placement of any Series 2009 Bond or portion thereof as permitted or required by any provision of this 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 (as stated on the face thereo~ shall be dated the same date as 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 time 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 as of the date to which such interest has been paid in full. On each substitute bond issued in exchange for or replacement of any Series 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 fore going exchange or replacement of any Series 2009 Bond or portion hereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute bonds in the manner prescribed herein. Pursuant to Chapter 1206, Texas Government Code, the duty of exchange or replacement of any Series 2009 Bond as aforesaid is hereby imposed upon the Paying Agent/Registrar and, upon the execution of the Authentication 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 a period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption of bonds and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any bond so selected for redemption in whole when such redemption is scheduled to occur within 30 calendar days (e) 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 prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be ex changed for other Series 2009 Bonds, (v) shall have the characteristics, (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 any 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 for exchanging any such bond or portion thereof, together with any taxes or governmental charges required to be paid with respect thereto all as a condition precedent to the exercise of such privilege of exchange, except, however, that in the case of the exchange of an assigned and transferred bond or bonds or any portion or portions thereof in any integral multiple of $5 000 and in the case of the exchange of the unredeemed pornon of a Series 2009 Bond which has been redeemed in part prior to maturity as provided in this Ordinance, such fees and charges will be paid by the City In addition, the City hereby covenants with the registered owners of the Series 2009 Bonds that it will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on the Series 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 exchange 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 times 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 services of Paying Agent/Registrar for the Series 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/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that promptly rtwill appoint a competent and legally qualified national or state banking institution which shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, sublect to supervision or examination by federal or state authority and whose qualifications substantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying AgentjRegistrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof) along with all other pertinent books and records relating to the Series 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 as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar (h) Each redemption notice, whether required in the FORM OF BOND or otherwise by this Ordinance, shall contain a description of the Series 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 certificate, the publication and mailing date for the notice, the date of redemption, the redemption price, the name of the Paying Agent/Registrar and the address at which the Series 2009 Bond may be redeemed, including a contact person and telephone number All redemption payments made by the Paying Agent/Registrar to the registered owners of the Series 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 sublect 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 s 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 Ordinance, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance. 7 (a) That a special fund or account, to be designated the City of Fort Worth, Texas Series 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 as such interest comes due, and to provide a sinking fund to pay the principal (including mandatory sinking fund redemption payments, if any) of the Series 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 said ad valorem tax shall be assessed and collected each such year and deposited to the credit of the Interest and Redemption Fund. Said ad valorem taxes necessary to pay the interest on and principal of the Series 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 limit 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, effective, and perfected. If Texas law is amended at any time 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 determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9 Texas Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur 8 (a) 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, a 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 furnish to the City and to the Paying Agent/Registrar such security or indemnity as maybe required by them to save each of them harmless from any loss or damage with respect thereto Also in every case of loss, theft, or destruction of a Series 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 may be. In every case 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, m the event any such Serves 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 a damaged or mutilated Serves 2009 Bond) instead of issuing a replacement Series 2009 Bond, provided security or indemnity is fur nished as above provided m this Section. (d) Prior 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 obligation of the City whether or not the lost, stolen, or destroyed Series 2009 Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Series 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 action by the governing body of the City or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar subject to the conditions imposed by this Section 8 of this Ordinance, and the Paying Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with the effect, as provided m 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 time to time and at any time to do and perform all such acts and things and to execute, acknowledge, and deliver in the name and under the seal and on behalf of the City all such instruments, whether herein mentioned, as may be necessary or desirable m order to carry out the terms and provisions of this Ordinance or the Series 2009 Bonds In case any officer whose signature appears on any Series 2009 Bond shall cease 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 as if he or she had remained in office until such delivery The City Manager of the City or the designee thereof is hereby authorized to have control of the Series 2009 Bonds and all necessary records and proceedings pertaining to the Series 2009 Bonds pending their delivery and their investigation, examination and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas Upon registration 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 Comptrollers Registration Certificate accompanying the Series 2009 Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on each such certificate. The City Council hereby authorizes the payment of the fee of the Office of the Attorney General of the State of Texas for the examination 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 Serves 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 a 'Notice of Sale and Bidding Instructions Official Bid Form and Official Statement the use of these documents, a true and correct copy of each document being attached to this Ordinance, is approved. The City Council hereby finds, determines and declares that the Series 2009 Bonds were sold to the highest bidder at terms that were the most advantageous reasonably obtained. One Series 2009 Bond in the principal amount maturing on each maturity date as set out in Section 2 of this Ordinance shall be delivered to the Purchaser, and the Purchaser shall have the right to exchange such certificates as provided in Section 5 of this Ordinance without cost. The City Council hereby ratifies the use of the 'Preliminary Official Statement prepared in connection with the sale of the Series 2009 Bonds 11 That the Issuer covenants to take any action to assure, or refrain from any action which would adversely affect, the treatment of the Series 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 (a) to take any action to assure that no more than 10 percent of the proceeds ofthe 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 service on the Series 2009 Bonds, 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 5 percent of the proceeds of the Series 2009 Bonds or the protects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used fora private business use which is related and not disproportionate, within the meaning of section 141 (b) (3) of the Code, to the governmental use, (c) to take any action to assure that no amount which is greater than the lesser of $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 section 141(c) of the Code, (d) to refrain from taking any action which would otherwise result in the Series 2009 Bonds being treated as private activity bonds within the meaning of section 141 (b} of the Code, (e) to refrain from taking any action that would result in the Series 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 a 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 a 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 meaning of section 1 148-1(b) of the Treasury Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Series 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 section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings) and (h) to pay to the United States of America at least once during each five year period (beginning on the date of delivery of the Series 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 United 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 a result of Excess Earnings under section 148(f) of the Code. >~or 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 modify 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 Series 2009 Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter io promulgated which Impose 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 Assistant City Manager the Chief Financial Officer of the City and the Director of Finance may execute any certificates or other reports required by the Code and to make such electrons, on behalf of the City which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds In order to facilitate compliance with the above clause (h) a 'Rebate Fund is hereby established by the City for the sole benefit of the United States of America, and such Rebate Fund shall not be 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 (a) the expenditure on a 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 constituting a 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 this Section, the portion of the property comprising personal property and disposed of in the ordinary course of business shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of this Section, the Issuer shall not be obligated to comply with this covenant if rt obtains an opinion of nationally recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. 14 (a) Definitions That, as used in this Section, the following terms shall have the meanings ascribed to such terms below MSRB" means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2 12, as amended from time to time. SEC' means the United States Securities and Exchange Commission ii (b) Annual Reports (i) The City shall provide annually to the MSRB within six months after the end of each fiscal year ending in or after 2009 financial information and operating datawith respect to the City of the general type described in Exhibit B hereto Any financial statements so to be provided shall be (1) prepared m accordance with the accounting principles described m Exhibit B hereto or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall provide unaudited financial statements by the required time, and shall provide audited financial statements for the applicable fiscal year to the 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 in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC Filings shall be made electronically in such format as is prescribed by the MSRB (c) Material EventNotzces The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Series 2009 Bonds, if such event is material within the meaning of the federal securities laws 1 Principal and interest payment delinquencies 2. Non payment related defaults, 3 Unscheduled draws on debt service reserves reflecting financial difficulties, 4 Unscheduled draws on credit enhancements reflecting financial difficulties, 5 Substitution of credit or liquidity providers, or their failure to perform, 6 Adverse tax opinions or events affecting the tax-exempt status of the Series 2009 Bonds 7 Modifications to rights of holders of the Series 2009 Bonds, 8 Series 2009 Bond calls 9 Defeasances, 10 Release, substitution, or sale of property securing repayment of the Series 2009 Bonds, and 11 Rating changes 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 (b) of this Section by the time required by such subsection (d) I~mitatzons Disclaimers, and Amendments (i) The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an obligated person with respect to the Series 2009 Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with this Ordinance or 12 applicable law that causes any Series 2009 Bonds no longer to be outstanding ( ~) The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Serles 2009 Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy or claim hereunder to any other person The City undertakes to provide only the financial Information, operating data, financial statements, and notices which rt has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City s financial results condition, or prospects or to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest m or sell Series 2009 Bonds at any future date (~ ~) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANA SERIES 2009 BOND OR ANY OTHER PERSON IN CONTRACT OR TORT FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BRACH BY TIgE 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 1N 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 m observing or performing its obligations under this Section shall comprise a breach of or default under the Ordinance for purposes of any other provision of this Ordinance. Nothing m this Section is intended or shall act to dlsclalm, 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 wrth or provide notices to entities other than the MSRB the City agrees to undertake such obltgatton in accordance wrth 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 Series 2009 Bonds in the primary offering of the Series 2009 Bonds 1n 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 malonty in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Series 2009 Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interest of the holders and beneficial owners of the Series 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 wrth subsection (b) of this Section an explanation, m narrative form, of the reason for the amendment and of the impact of any change 1n the type of financial information or operating data so provided. The City may also amend or repeal the provisions 13 of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Series 2009 Bonds in the primary offering of the Series 2009 Bonds 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 Serves 2009 Bonds are issued or for the payment of debt service on the Series 2009 Bonds, proznded, that after completion of such permanent improvements, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Redemption Fund. It is further provided, however, that any interest earnings on bond proceeds which are required to be rebated to the United States of America pursuant to Section 11 hereof in order to prevent the Series 2009 Bonds from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section 16 That the Series 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, initially may act as depository for the Series 2009 Bonds DTC has represented that it is a limited purpose trust company incorporated under the laws of the State of New York, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered under Section 17A of the Securities Exchange Act of 1934 as amended, and the City accepts, but in noway verifies, such representations The definitive Series 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 immobilized 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, as provided for in this Ordinance, substitute Series 2009 Bonds will be duly delivered as provided in this Ordinance, and there will be no assurance or representation that any book entry system will be maintained for such Series 2009 Bonds The City heretofore has executed a 'Blanket Letter of Representations prepared by DTC in order to implement the book-entry system described above. 17 (a) Defeased Bonds That any Series 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 extent provided in 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 14 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/Reglstrar in accordance with an escrow agreement or other instrument (the Future Escrow Agreement') for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts and at such times as will insure the availability without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and payable. At such time as a Series 2009 Bond shall be deemed to be a 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 it is hereby provided that any determination not to redeem Defeased Bonds that is made in conjunction with the payment arrangements specified in subsection 17(a)(i) or (ii) shall not be irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the Issuer expressly reserves the fight 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 rt authorizes (b) Investment in Defeasance Securitzes Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required for the payment of the Series 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 m Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the requirements specified in subsection 17(a)(i) or (ii) All income from such Defeasance Securities received by the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer (c) Defeasance Securities 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 unconditionally guaranteed or insured by the agency or instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or rts equivalent, and (iii) noncallable obligations of a state or an agency or a county municipality or other poht<cal subdivision of a state that have been refunded and that, on the date on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. (d) Paying Agent/Registrar Services Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper 15 arrangements to provide and pay for such services as required by this Ordinance. (e) Selection of Bonds for Defeasance. 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 ~gentjRegistrar shall select, or cause to be selected, such amount of Series 2009 Bonds by such random method as it deems fair and appropriate. 18 (a) Events ofD~ault. 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) Remedies for Default. (i) Upon the happening of any Event of Default, then and m every case, any registered owner or an authorized representative thereof, including, but not limited to a trustee or trustees therefor may proceed against the City or any official, officer or employee of the City in their official capacity for the purpose of protecting and enforcing the rights of the reg7stered owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law many court of competent~urisdiction, for any relief permitted by law including the specific performance of any covenant or agreement contained herein, or thereby to en~om 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) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be m addition to every other remedy given hereunder or under the Series 2009 Bonds or now or hereafter existing at law or in equity provided, however that notwithstanding any other provision of this Ordinance, the fight to accelerate the debt evidenced by the Series 2009 Bonds shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy (iii) By accepting the delivery of a Series 2009 Bond authorized under this Ordinance, such registered owner agrees that the certifications required to effectuate any covenants or 16 representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the City or the City Council. (iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the City shall be charged personally by the registered owners with any liability or be held personally liable to the registered owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. 19 That the proceeds from the sale of the Series 2009 Bonds shall be deposited with the City depository bank and used to fund the permanent improvements described in clause (i) of Section 1 of this Ordinance. The foregoing notwithstanding, proceeds representing accrued interest on the Series 2009 Bonds, if any shall be deposited to the credit of the Interest and Redemption Fund. Any premium received in connection with the sale of the Series 2009 Bonds shall be used in a manner consistent with the provisions of Section 1201 042(d) Texas Government Code, including $7 675 000 for expenditure on projects as provided for in the preamble to this Ordinance. 20 That for all purposes of this Ordinance, unless the context requires otherwise, all references to designated Sections and other subdivisions are to the Sections and other subdivisions of this Ordinance. The words 'herein 'hereof' and 'hereunder and other words of similar import refer to this Ordinance as awhole and not to any particular Section or other subdivision. Exceptwhere the context otherwise requires, terms defined in this Ordinance to impart the singular number shall be considered to include the plural number and vice versa. References to any named person shall mean that party and its successors and assigns References to any constitutional, statutory or regulatory provision means such provision as rt exists on the date this Ordinance is adopted by the City and any future amendments thereto or successor provisions thereof Any reference to the payment of principal in this Ordinance shall be deemed to include the payment of any mandatory sinking fund redemption payments as described herein. Any reference to FORM OF BOND shall refer to the form of the Bonds set forth in Exhibit A to this Ordinance. The titles and headings of the Sections and subsections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof The findings set forth in the preamble to this Ordinance are hereby incorporated into the body of this Ordinance and made a part hereof for all purposes 21 That all ordinances and resolutions or parts thereof in conflict herewith are hereby repealed. 22. That in accordance with the provisions of Section 1201 028, Texas Government Code, this Ordinance shall be effective immediately upon its adoption by the City Council. 23 That rt is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551 Texas Government Code, as amended. i~ ADOPTED this September 1 2009 Mayor, City of Fort WcbYEh~Texas ATTEST 111 ~" 1 `mod I ~`~~~ ~ ~ ~~ ~~ V M City Secretary *:`^ ,~,,,_- _~ City of Fort Worth, Texas (SEAR, ..f.~,' ~. ~~ APPROVED AS TO FORM AND LEGALITY ~~.f~ ~ """~''~'~ ~,~~~`~' ~~~~~ ~fr• City Attorney City of F Worth, Texas is EXHIBIT A FORM OF BOND NO UNITED STATES OF AMERICA STATE O F 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 a political subdivision of the State of Texas, hereby promises to pay to or to the registered assignee hereof (either being hereinafter called the registered owner'} the principal amount of• DOLLARS 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 semiannually 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 semiannually 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 United States of America, without exchange or collection charges The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or redemption prior to maturity at the designated corporate trust office in Fort Worth, Texas (the Designated Payment Office') of 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 as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required to be on deposit with the Paying Agent/Reg istrar for such purpose as hereinafter provided, and such check shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the registered owner hereof at its address as rt appears on the Registration Books kept by the Paying Agent/Registrar as hereinafter described. Any accrued interest due at maturity or upon redemption of this Bond prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for redemption and payment at the Designated Payment Office of the Paying Agent/Registrar The Issuer covenants with the registered owner of this Bond that no later than each principal payment and/or interest payment date for this Bond it will make available to the Paying Agent/Registrar from the Interest and Redemption Fund as defined by the ordinance authorizing the Bonds (the Ordinance') the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IN THE EVENT OF A NON PAYMENT of interest on a scheduled payment date, and for 30 days thereafter anew record date for such interest payment (a Special Record Date') will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer Notice of the Special Record Date and of the scheduled payment date of the past due interest (Special Payment Date which shall be 15 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 registrarion books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such nonce. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday Sunday a legal holiday or a day on which banking institutions in the city where the Designated Payment Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday Sunday legal holiday or day on which banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the original date payment was due Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository or its nominee or registered assigns, shall be made in accordance with existing arrangements between the Issuer and the securities depository THIS BOND is one of a Series of Bonds of like tenor and effect except as to number, principal amount, interest rate, maturity and option of redemption, 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 accrued interest 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 selected by lot or other method by the Paying Agent/Registrar provided, that during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the Issuer and the securities depository AT LEAST 30 days prior to the date fixed for any such redemption (a) a written notice of such redemption shall be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, first class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books of the Paying Agent/Registrar and (b) noT~ce of such redemption either shall be published one (1) time in or posted electronically on the websrte of a financial journal or publication of general circulation in the United States of America or the State of Texas carrying as a regular feature notices of municipal bands called for redemption, provided, however, that the failure to send, mail, or receive such notice described in (a) above, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bond. By the date fixed for any such redemption due provision shall be made by the Issuer with the Paying Agent jRegistrar for the payment of the required redemption price for this Bond or the portion hereof which is to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of redemprion is given, and if due provision for such payment is made, all as provided above, this Bond, or the portion hereof which is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled maturity and shall not bear interest after the date fixed for its redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of this Bond or any portion hereof. If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000 at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer all as provided in the Ordinance ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5 000 As provided in the Ordinance, this Bond, or any unredeemed portion hereof, may at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5 000 as requested in writing by the appropriate registered owner, assignee, or assignees, as the case maybe, upon surrender of this Bond to the Paying Agent/Registrar at its Designated Trust Office (as defined in the Ordinance) for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying AgentjRegistrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying AgentjRegistrar, 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 maybe executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the registered owner The one requesting such exchange shall pay the Paying Agent/Registrar s reasonable standard or customary fees and charges for exchanging any Bond or portion thereof The foregoing notwithstanding, in the case of the exchange of a portion of a Bond which has been redeemed prior to maturity as provided herein, and in the case of the exchange of an assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one 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 a notice of redemption of bonds and ending at the close of business on the day of such mailing, or. (2) to transfer or exchange any Bonds so selected for redemption when such redemption is scheduled to occur within 30 calendar days. WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that tt promptly will appoint a competent and legally qualified substitute therefor and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series of which it is a part, is duly authorized by law• that the bonds issued for the permanent improvements heretofore described were approved by a vote of the resident, qualified electors of the City of Fort Worth, Texas, voting at elections held for that purpose within said City on February 7 2004 and May 10 2008, that all acts, conditions and things required to be done precedent to and in the issuance of this series of bonds, and of this Bond, have been properly done and performed and have happened in regular and due time, form and manner as required by law• that sufficient and proper provision for the levy and collection of taxes has been made, which, when collected, shall be appropriated exclusively to the payment of this Bond and the series of which it is a part; and that the total indebtedness of said City of Fort Worth, Texas, including the entire series of bonds of which this is one, does not exceed any constitutional, statutory or charter limitation BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Ordinance constitute a contract between each registered owner hereof and the Issuer IN WITNESS WHEREOF this Bond has been signed with the manual or facsimile signature of the Mayor of said City attested with the manual or facsimile signature of the City Secretary and approved as to form and legality with the manual or facsimile signature of the City Attorney and the official seal of the Issuer has been duly affixed to or impressed, or placed m facsimile, 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. /ELLS FARGO BANK, NATIONAL ASSOCIATION Paying Agent/Registrar By Authorized Representative 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 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, pith full power of substrtution in the premises Dated. Signature Guaranteed NOTICE. Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company NOTICE. The signature above must correspond with the name of the Registered Owner as rt appears upon the front of this Bond m every particular, without alteration or enlargement or any change whatsoever FORM OF COMPTROLLER S CERTIFICATE (A`TTACHED TO THE BONDS UPON INITIAL DELIVERY THEREOF) OFFICE OF COMPTROLLER STATE OF TEXAS REGI5TER 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 seal of office at Ausrin, Texas Comptroller of Public Accounts of the State of Texas (SEAL) NOTE TO PRINTER. ¶not to be on bond Exhibit C DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following tnformatton is referred to to Sectton 14 of this Ordinance. Annual Financial Statements and Operating Data The financial tnformatton and operattng datawtth respect to the City to be provided annually to accordance with such Sectton are as specified below The City has agreed to update annually financtal tnformatton and operattng datawtth respect to the City of the general type included to the offictal statement for the Bonds as set forth in tables 1 through 6, inclusive, and 8 through 15 tnclustve, contained in such official statement, and Appendix B to such offictal statement, Excerpts from the Annual Financial Report of the City of Fort Worth, Texas The above-described financtal tnformatton and operattng data wtth respect to the Ctty is hereby incorporated by reference, and m Sectton 14 of this Ordinance the Ctty has agreed to annually update such financtal tnformatton and operattng data to accordance with Rule 15c2 12, promulgated by the United States Securities and Exchange Commission Accounting Principles The accounting principles referred to to Sectton 14 of this O.rdtnance are the accounting prtnctples described to the notes to the annual financtal report referred to above. TIDE STATE O F TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH I, Marty Hendrix, City Secretary of the City of Fort Worth, m 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 a true and correct copy of said excerpt and the whole of said ordinance. In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of Fort Worth, this 1st day of September 2009 ~~ ~ ti ~ ~ 'h9 ~ r `= -~• (SEAL)-•..,, ` ~ ~~" i r. ~~ ' ~.~ ~}y City Secretary o he City of Fort Worth, Texas City of Fort Worth, Texas Mayor and Council Communication ff ~ _ ~_ -~~ ~ w - COUNCIL ACTION: Approved on .9/1/2009 -Ord. No. 18782-09-2009 _~ .~. -~. _ -~ ~_.x..~, ~ ~ ~,~ DATE Tuesday September 01 2009 REFERENCE NO G-16686 LOG NAME 1309 GO COMP SALE SUBJECT Adopt an Ordinance Providing for the Issuance of General Purpose Bonds with face vaVue of approximately $88 140 000 00 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 RECOMMENDATION It is recommended that the City Council 1 Adopt the attached ordinance providing for the issuance of approximately $88 140 000 00 of the City of Fort Worth Texas General Purpose Bonds, Series 2009 and approving the use of the 'Form of Purchase Agreement, prepared in connection with the sale of the above stated bonds and 2. Authorize approximately $88 140 000 00 City of Fort Worth Texas General Purpose Bonds Series 2009 be sold to JPMorgan Securities, Inc., at the interest rate of 3.728247 percent. DISCUSSION Bids for the $92 855 000 00 General Purpose Bonds Series 2009 were received today September 1 2009 at 11 00 a m A summary of the true interest rates for the bids received by the City is attached Voters authorized $273 500 000 00 for the 2004 Bond Program and another $150 000 000 00 for the 2008 Bond Program Proceeds from this sale will be used to fund projects from both programs as spelled out below 2004 Bond Proposition 1 Streets and Storm Sewer $42 540 000 00 Program Improvements 2004 Bond Proposition 2 Parks, Recreation and $4 575,000.00 Program Community Services Improvements 2004 Bond Total $47 115 000 00 Program 2008 Bond Proposition 1 Streets and Related $45 740,000.00 Program Improvements Total Sale $92,855 000 00 Upon closing on this issuance the amounts authorized yet unissued for the 2004 and 2008 bond programs will be $44 735 000 00 and $86 260 000 00 respectively It is anticipated that the closing and delivery of the funds will occur on September 30 2009 Logname 1309 GO COMP SALE Page 1 of 2 Upon approval of this M&C the City will sell approximately $88 140 000 00 in bonds yet generate $92 855 000 00 in sale proceeds Bonds sell in -the financial markets as a percentage of face value and due to market conditions these bonds will be priced to sell at more than face value in order to obtain the best interest cost. The $92 855 000 00 generated rather than the face value will count against the voter authorized amount. FISCAL INFORMATION /CERTIFICATION The Financial Management Services Director certifies that funds will be available to make the debt service payments on these obligations FUND CENTERS TO Fund/Account/Centers CERTIFICATIONS Submitted for City Manager's -Office b~ Originating Department Head Additional Information Contact: FROM Fund/Account/Centers Karen Montgomery (6222) Lena Ellis (8517) James Mauldin (2438) Logname• 1309 GO COMP SALE Page 2 of 2