HomeMy WebLinkAboutOrdinance 18783-09-2009THE 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
iri regular, open, public meeting In the City Council Chamber In the City Hall, and roll was called of
the duly constituted members of the City Council, to-wit:
Mike Moncrief,
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 a 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,
arrying with it the passage of the ordinance prevailed by vote of 7 YEAS 0 NAYS The
ordinance passed is as follows.
ORDINANCE NO I~183 U9 2009
BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS,
PROVIDING FOR THE ISSUANCE OF $55,585,000 CITY OF FORT
WORTH, TEXAS COMBINATION TAX AND LIMITED SURPLUS
REVENUE CERTIFICATES OF OBLIGATION SERIES 2009• PROVIDING
FOR THE LEVY ASSESSMENT AND COLLECTION OF A TAX
SUFFICIENT TO PAY THE INTEREST ON SAID CERTIFICATES OF
OBLIGATION AND TO CREATE A SINKING FUND FOR THE
REDEMPTION THEREOF AT MATURITY PLEDGING CERTAIN
REVENUES IN SUPPORT OF SAID CERTIFICATES, PRESCRIBING THE
FORM OF SAID CERTIFICATES OF OBLIGATION AND ORDAINING
OTHER MATTERS RELATING TO THE SUBJECT
WHEREAS on the 28th day of July 2009 the Crty Council of the Crty of Fort Worth (the
Crty" or the 'Issuer") passed an ordinance authonzmg and directing notice of its intention to issue
the Certificates of Obligation herein authorized to be issued, to be published in a newspaper as
required by Section 271 049 of the Texas Local Government Code, in an amount not to exceed
$63 655 000 and
WHEREAS the Crty caused said notice of intention to be published m the Fort Worth Star
Telegram on August 1 2009 and August 8 2009 and
WHEREAS no petition, signed by 5% of the qualified electors of the Issuer as permitted by
Section 271 049 of the Texas Local Government Code protesting the issuance of such Certificates of
Obligation, has been filed, and
WHEREAS the Certificates of Obligation hereinafter authorized are to be issued and
delivered pursuant to Subchapter C of Chapter 271 of the Texas Local Government Code,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH,
TEXAS
Section 1 DEFINITIONS That as used m this Ordinance, unless a different meaning clearly
appears from the context, the capitalized terms set forth in this Ordinance shall have the meaning set
forth below Any reference m this Ordinance to 'FORM OF CERTIFICATE shall refer to the form
of the Certificates set forth m Exhibit A to this Ordinance
hereof
hereof
The term Authentication Certificate shall have the meaning given said term in Section 6(d)
The term Authorized Denomination" shall have the meaning given said term in Section 3
The term Business Day" shall mean a day that is not a Saturday Sunday or legal holiday on
which banking institutions in the States of Texas or New York are authorized or required by law or
executive order to remain closed or the New York Stock Exchange or DTC is closed
The terms Certificates" and Certificates of Obligation" shall mean and include collectively
the Initial Certificate and all substitute Certificates of Obligation exchanged therefor as well as all
other substitute Certificates of Obligation and replacement Certificates of Obligation issued pursuant
hereto and the term Certificate shall mean any of the Certificates
The terms City" and Issuer" shall mean the City of Fort Worth, Texas
The term Code shall mean the Internal Revenue Code of 1986 as amended
The term DTC" shall have the meaning given said term in Section 17 hereof
The term Defeasance Securities" shall mean (i) direct, noncallable obligations of the United
States of America, including obligations that are unconditionally guaranteed by the United States of
America, (ii) noncallable obligations of an agency or instrumentality of the United States of Amerca,
mcludmg obligations that are unconditionally guaranteed or insured by the agency or instrumentality
and that, on the date of the purchase thereof are rated as to investment quality by a nationally
recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations
of a state or an agency or a county municipality or other political subdivision of a state that have
been refunded and that, on the date on the date the governing body of the Issuer adopts or approves
the proceedings authorizing the financial arrangements are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent
The term Defeased Certificate shall have the meaning given said term in Section 23(a)
hereof
The term Designated Trust Office shall have the meaning given said term m Section 6(a)
hereof
The term Eligible Investments" shall mean those investments m which the City is now or
hereafter authorized by law (including, but not limited to Chapter 2256 Texas Government Code)
and its investment policy to purchase, sell and invest its funds and funds under its control.
The term Fiscal Year" shall mean the regular fiscal year used by the Crty which currently
runs from October 1 through September 30 or any twelve consecutive months period established by
the Crty
The term Initial Certificate" shall have the meaning given said term m Section 3 hereof.
The term Interest and Redemption Fund' shall have the meaning given said term m Section 8
hereof
hereof.
The term MAC" means the Municipal Advisory Council of Texas
The term MSRB" shall mean the Municipal Securities Rulemakmg Board
The term Paying Agent/Registrar" shall have the meamng given said term m Section 6(a)
The term Purchaser" shall have the meaning given said term m Section 19 hereof
The term Registered Owner" shall have the meamng given said term m Section 3 hereof.
The term Registration Books" shall have the meamng given said term in Section 6(a) hereof.
The term Regulations" shall have the meamng given said term m Section 13 hereof
The term Rule shall mean SEC Rule 15c2 12, as amended from time to time
The term SEC" shall mean the United States Securities and Exchange Commission.
The term Surplus Revenues" shall mean those revenues from the operation of the City`s
Water and Sewer System remaining after payment of all operation and maintenance expenses thereof.
Section 2 AUTHORIZATION OF CERTIFICATES OF OBLIGATION That the
Issuer's Certificates of Obligation, to be designated the Crty of Fort Worth, Texas Combination Tax
and Limited Surplus Revenue Certificates of Obligation, Series 2009 are hereby authorized to be
issued and delivered in the principal amount of $55 585 000 for the purpose of providing part of the
funds for paying contractual obligations to be incurred by the Issuer to=wit the construction of street
improvements (including freeway interchanges and arterial access) and related drainage and sidewalk
improvements throughout the City and the acquisition of related traffic and communications
equipment, the acquisition of equipment with respect to traffic safety programs of the Crty the
acquisition of software and associated equipment telecommunications system for use by municipal
departments, the costs of expanding the City's outdoor warning siren system, the acquisition of
firefighting equipment, the acquisition of computer software for use by Crty departments, and the
payment of fiscal, engineering and legal fees incurred m connection therewith.
Section 3 DATE, DENOMINATIONS, NUMBERS AND MATURITIES The
Certificates shall initially be issued, sold and delivered hereunder as fully registered certificates,
without interest coupons, dated September 1 2009 m denominations of $5 000 each, or any integral
multiple of $5 000 (an Authorized Denomination') The Certificates shall be numbered consecutively
from R 1 upward, payable to the initial registered owners, or to the registered assignee or assignees
of the Certificates or any portion or portions of the Certificates (in each case, the 'Registered
Owner") and the Certificates shall mature and be payable on September 1 in each of the years and m
the principal amounts as follows
MATURITY DATE MARCH 1
YEARS AMOUNTS ($1 YEARS AMOUNTS ($)
2010 $6 735 000 2020 $1 995 000
2011 3 63 5 000 2021 1 990 000
2012 3 635 000 2022 1 990 000
2013 3 63 5 000 2023 1 990 000
2014 3 63 5 000 2024 1 990 000
2015 3 630 000 2025 1 990 000
2016 3 630 000 2026 1 990 000
2017 2,385 000 2027 1 990 000
2018 2,380 000 2028 1 990 000
2019 2,380 000 2029 1 990 000
The Initial Certificate shall be numbered T 1 and shall be canceled upon receipt of payment for the
Certificates by the Purchaser and substitute Certificates shall be delivered in exchange therefor as
provided m Section 6 hereof.
Section 4 REDEMPTION (a) Optronal Redemption That the City reserves the right to
redeem the Certificates maturing on or after March 1 2020 m whole or in part in Authorized
Denominations, on March 1 2019 or on any date thereafter for the principal amount, without
premium, plus accrued interest to the date fixed for redemption. The years of maturity of the
Certificates called for redemption at the option of the Crty prior to their stated maturities shall be
selected by the City The Certificates, or any portion, redeemed within a maturity shall be selected by
lot or other method by the Paying Agent/Registrar provided, that during any penod m which
ownership of the Certificates is determined only by a book entry at a securities depository for the
Certificates, if fewer than all of the Certificates of the same maturity and bearing the same interest rate
are to be redeemed, the particular Certificates of such maturity and bearing such interest rate shall be
selected in accordance with the arrangements between the City and the securities depository
(b) Mandatory Redemption The Certificates are not subject to mandatory sinking fund
redemption prior to their scheduled maturities
(c) Notice The Issuer shall cause notice of any redemption of Certificates to be given in the
manner provided m the FORM OF CERTIFICATE By the date fixed for any such redemption due
provision shall be made by the Issuer with the Paying Agent/Registrar for the payment ofthe required
redemption price for the Certificates or the portions thereof which are to be so redeemed, plus
accrued interest thereon to the date fixed for redemption. If such notice of redemption is given (to
the extent such notice is required to be given), as provided m the FORM OF CERTIFICATE, and if
due provision for such payment is made, all as provided above, the Certificates, or the portions
thereof, which are to be so redeemed, thereby automatically shall be redeemed prior to their
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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
AgentlRegistrar out of the funds provided for such payment. The Paying Agent/Registrarsfiall record
in the Registration Books all such redemptions of principal of the Certificates, or any portion thereof.
If a portion of any Certificate shall be redeemed, a substitute Certificate or Certificates having the
same maturity date, bearing interest at the same rate, m any Authorized Denomination, at the written
request of the Registered Owner and in an aggregate principal amount equal to the unredeemed
portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at
the expense of the Issuer all as provided in this Ordinance
Section 5 INTEREST That the Certificates scheduled to mature during the years,
respectively set forth below shall bear interest at the following rates per annum
maturities 2010 3 000%
maturities 2011 3 000%
maturities 2012, 3 000%
maturities 2013 3 000%
maturities 2014 4 000%
maturities 2015 4 000%
maturities 2016 4 000%
maturities 2017 4 000%
maturities 2018 4 000%
maturities 2019 4 000%
maturities 2020 4 000%
maturities 2021 4 000%
maturities 2022, 4 000%
maturities 2023 4 000%
maturities 2024 4 000%
maturities 2025 4 000%
maturities 2026 4 000%
maturities 2027 4 125%
maturities 2028 4 250%
maturities 2029 4 375%
Interest on the Certificates shall be calculated on the basis of a 360-day year consisting of twelve 30-
day months, and shall be payable to the Registered Owner of any such Certificate in the manner
provided and on the dates stated in the FORM OF CERTIFICATE
Section 6 CHARACTERISTICS OF THE CERTIFICATES (a) Registration and
Transfer That the City shall keep or cause to be kept at the designated corporate trust office of
Wells Fargo Bank, National Association, or such other bank, trust company financial institution, or
other agency named in accordance with the provisions of subsection (g) below (the 'Paying
Agent/Registrar") books or records for the registration and transfer of the Certificates (the 'Regis-
tration Books') and the Issuer 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 Issuer and Paying Agent/Registrar may prescribe and the Paying
Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the duty of
the Paying Agent/Registrar to obtain from the Registered Owner and record m the Registration
Books the address of the Registered Owner of each Certificate to which payments with respect to the
Certificates shall be mailed, as herein provided. The Issuer or its designee shall have the nght to
inspect the Registration Books during regular business hours of the Paying AgentfRegistrar at its
Designated Trust Office, but otherwise the Paying AgentfRegistrar shall keep the Registration Books
confidential and, unless otherwise required by law shall not permit their inspection by any other
entity Registration of each Certificate may be transferred m the Registration Books only upon
presentation and surrender thereof to the Paying Agent/Registrar at its Designated Trust Office for
transfer of registration and cancellation, together with proper wntten instruments of assignment, in
form and with guarantee of signatures satisfactory to the Paying Agent/Registrar evidencing the
assignment of such Certificate, or any portion thereof m any Authorized Denomination, to the
assignee or assignees thereof, and the right of such assignee or assignees to have such Certificate or
any such portion thereof registered in the name of such assignee or assignees Upon the assignment
and transfer of any Certificate or any portion thereof, a new substitute Certificate or Certificates shall
be issued m exchange therefor in the manner herein provided. As of the date this Ordinance is
approved by the Crty the 'Designated Trust Office of the Paying Agent/Registrar isthe Fort Worth,
Texas corporate trust office of Wells Fargo Bank, National Association.
(b) Ownership Registration Books The entity in whose name any Certificate shall be regis-
tered inthe Registration Books at any time shall be treated as the absolute owner thereof for all
purposes of this Ordinance, whether or not such Certificate shall be overdue, and the Issuer 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 Certificate shall be made only
to such Registered Owner All such payments shall be valid and effectual to satisfy and discharge the
liability upon such Certificate to the extent of the sum or sums so paid
(c) PayingAgent The Issuer hereby further appoints the Paying Agent/Registrar to act as the
paying agent for paying the principal of and interest on the Certificates, and to act as its agent to
exchange or replace Certificates, all as provided in this Ordinance The Paying Agent/Registrar shall
keep proper records of all payments made by the Issuer and the Paying Agent/Registrarwitli respect
to the Certificates, and of all exchanges thereof, and all replacements thereof, as provided m this Ordi-
nance
(d) Exchange of Certificates Each Certificate may be exchanged for fully registered
certificates m the manner set forth herein. Each Certificate issued and delivered pursuant to this
Ordinance 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 athonzed 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 Certificates, without interest
coupons, in the form prescribed m the FORM OF CERTIFICATE, m any Authorized Denomination
(subject to the requirement hereinafter stated that each substitute Certificate shall have a single stated
maturity date), as requested m writing by such Registered Owner or such assignee or assignees, in an
aggregate principal amount equal to the principal amount of any Certificate or Certificates so sur
rendered, and payable to the appropriate Registered Owner assignee, or assignees, as the case may
be If any Certificate or portion thereof is assigned and transferred, each Certificate issued m
exchange therefor shall have the same principal maturity date and bear interest at the same rate as the
Certificate for which rt is being exchanged. Each substitute Certificate shall bear a letter and/or
number to distinguish rt from each other Certificate The Paying Agent/Registrar shall exchange or
replace Certificates as provided herein, and each fully registered Certificate or Certificates delivered m
exchange for or replacement of any Certificate or portion thereof as permitted or required by any
provision of this Ordinance shall constitute one of the Certificates for all purposes of this Ordinance,
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and may again be exchanged or replaced It is specifically provided, however that any Certificate
delivered in exchange for or replacement of another Certificate prior to the first scheduled interest
payment date on the Certificates (as stated on the face thereof) shall be dated the same date as such
Certificate, but each substitute Certificate so delivered on or after such first scheduled interest
payment date shall be dated as of the interest payment date preceding the date on which such
substitute Certificate is delivered, unless such substitute Certificate is delivered on an interest payment
date, in which case it shall be dated as of such date of delivery provided, however that if at the time
of delivery of any substitute Certificate the interest on the Certificate for which rt is being exchanged
has not been paid, then such substitute Certificate shall be dated as of the date to which such interest
has been paid in full On each substitute Certificate issued m exchange for or replacement of any
Certificate or Certificates issued under this Ordinance there shall be printed thereon a Paying
Agent/Registrar's Authentication Certificate, m the form hereinafter set forth in the FORM OF
CERTIFICATE (the Authentication Certificate') An authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such substitute Certificate, date such substitute
Certificate m the manner set forth above, and manually sign and date the Authentication Certificate,
and no such substitute Certificate shall be deemed to be issued or outstanding unless the
Authentication Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all
Certificates surrendered for exchange or replacement No additional ordinances, orders, or
resolutions need be passed or adopted by the City Council or any other body or person so as to
accomplish the foregoing exchange or replacement of any Certificates or portion thereof, and the
Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute
Certificates m the manner prescribed herein. Pursuant to Chapter 1206 Texas Government Code, the
duty of exchange or replacement of any Certificates as aforesaid is hereby imposed upon the Paying
Agent/Registrar and, upon the execution of the Authentication Certificate, the exchanged or replaced
Certificate shall be valid, incontestable, and enforceable m the same manner and with the same effect
as the Certificates which originally were delivered pursuant to this Ordinance, approved by the
Attorney General, and registered by the Comptroller of Public Accounts The Initial Certificate, to
the extent of the unpaid or unredeemed principal balance thereof, may be assigned and transferred by
the initial Registered Owner thereof once only and to one or more assignees designated m wrrtmg by
the initial Registered Owner thereof If the Initial Certificate or any portion thereof is assigned and
transferred or converted the Initial Certificate must be surrendered to the Paying Agent/Registrarfnr
cancellation, and each Certificate of Obligation issued m exchange for any portion of the Initial
Certificate shall have a single stated principal maturity date, and shall not be payable m installments,
and each such Certificate of Obligation shall have a principal maturity date corresponding to the due
date of the installment of principal or portion thereof for which the substitute Certificate of Obligation
is being exchanged, and each such Certificate of Obligation shall bear interest at the single rate
applicable to and borne by such installment of principal or portion thereof for which it is being ex
changed If only a portion of the Initial Certificate is assigned and transferred, there shall be delivered
to and registered m the name of the initial Registered Owner substitute Certificates of Obligation m
exchange for the unassigned balance of the Initial Certificate in the same manner as if the initial
Registered Owner were the assignee thereof. If any Certificate of Obligation or portion thereof other
than the Initial Certificate is assigned and transferred or converted each Certificate of Obligation
issued in exchange therefor shall have the same principal maturity date and bear interest at the same
rate as the Certificate of Obligation for which rt is exchanged. A form of assignment shall be printed
or endorsed on each Certificate of Obligation, excepting the Initial Certificate, which shall be
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executed by the Registered Owner or rts duly authorized attorney or representative to evidence an
assignment thereof
(e) General Characteristics All Certificates issued in exchange or replacement of any other
Certificate or portion thereof, (i) shall be issued in fully registered form, without interest coupons,
with the principal of and interest on such Certificates to be payable only to the Registered Owners
thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned,
(iv) may be exchanged for other Certificates, (v) shall have the characteristics, (vi) shall be signed and
sealed, and (vii) the principal of and interest on the Certificates shall be payable, all as provided, and
m the manner required or indicated, m the FORM OF CERTIFICATE
(f) Fees The Issuer shall pay the Paying Agent/Registrar's reasonable and customary fees and
charges for making transfers of Certificates, but the Registered Owner of any Certificates requesting
such transfer shall pay any taxes or other governmental charges required to be paid with respect
thereto The Registered Owner of any Certificates requesting any exchange shall pay the Paying
Agent/Registrar's reasonable and standard or customary fees and charges for exchanging any such
Certificate or portion thereof, together with any taxes or governmental charges required to be paid
with respect thereto all as a condition precedent to the exercise of such privilege of exchange, except,
however that in the case of the exchange of an assigned and transferred Certificate or Certificates or
any portion or portions thereof in any Authorized Denomination, as provided m this Ordinance, such
fees and charges will be paid by the Issuer In addition, the Issuer hereby covenants with the
Registered Owners of the Certificates that rt 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 Certificates, when due, and (ii) pay the fees and charges of the Paying
Agent/Registrar for services with respect to the transfer or registration of Certificates solely to the
extent above provided, and with respect to the exchange of Certificates solely to the extent above
provided
(g) Successor PayingAgent/Registrar The Issuer covenants with the Registered Owners of
the Certificates that at all times while the Certificates are outstanding the Issuer will provide a compe
tent and legally qualified bank, trust company financial institution, or other agency to act as and
perform the services of Paying Agent/Registrar for the Certificates under this Ordinance, and that the
Paying Agent/Registrar will be one entity The Issuer reserves the right to and may at rts 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 suc-
cessor by merger acquisition, or other method) should resign or otherwise cease to act as such, the
Issuer covenants that promptly it will appoint a competent and legally qualified national or state
banking institution which shall be a corporation organized and doing business under the laws of the
United States of America or of any state, authorized under such laws to exercise trust powers, subject
to supervision or examination by federal or state authority and whose qualifications substantially are
similar to the previous Paying Agent/Registrar to act as Paying Agent/Registrarurider this Ordinance
Upon any change m the Paying Agent/Registrar the previous Paying Agent/Registrarproinptly shall
transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books
and records relating to the Certificates, to the new Paying Agent/Registrardesigriated and appointed
by the Issuer Upon any change m the Paying Agent/Registrar the Issuer promptly will cause a
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written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the
Certificates, by United States mail, first-class, postage prepaid, which notice also shall give the
address of the new Paying AgentfRegistrar By accepting the position and performing as such, each
Paying AgentJRegistrar 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) Redemption Notice Each redemption notice, whether required in the FORM OF
CERTIFICATE or otherwise by this Ordinance, shall contain a description of the Certificates to be
redeemed including the complete name of the Certificates, the series, the date of issue, the interest
rate, the maturity date, the CUSIP number the amounts called of each Certificate, the publication and
mailing date for the notice, the date of redemption, the redemption price, the name of the Paying
AgentlRegistrar and the address at which the Certificate 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 Certificates shall include a CUSIP number relating to each amount paid to
such Registered Owner
(i) Reporting Requirements With respect to the Certificates, to the extent required by the
Code and the regulations promulgated thereunder the Paying Agent/Registrar shall report to the
Registered Owners and the Internal Revenue Service (i) the amount of reportable payments If any
subs ect to backup withholding during each year and the amount of tax withheld, If any with respect to
payments of the Certificates, and (ii) the amount of interest or amount treated as interest on the
Certificates and required to be included m the gross income of the Registered Owner thereof.
Section 7 FORM OF CERTIFICATES That the form of the Certificates, including the
form of the Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the
Certificates initially issued and delivered pursuant to this Ordinance, respectively shall be In
substantially the form as set forth In Exhibit A attached hereto with such appropriate variations,
omissions, or insertions as are permitted or required by this Ordinance The printer ofthe Certificates
is hereby authorized to pant on the Certificates (i) the form of bond counsel's opinion relating to the
Certificates, and (ii) an appropriate statement of Insurance furnished by a municipal bond insurance
company providing municipal bond Insurance, if any covering all or any part of the Certificates
Section 8 INTEREST AND REDEMPTION FUND That a special fund or account, to be
designated the Clty of Fort Worth, Texas Combination Tax and Limited Surplus Revenue
Certificates of Obligation Series 2009 Interest and Redemption Fund (the 'Interest and Redemption
Fund') Is hereby created and shall be established and maintained by the Issuer The Interest and
Redemption Fund shall be kept separate and apart from all other funds and accounts ofthe Issuer and
shall be used only for paying the Interest on and principal of the Certificates All ad valorem taxes
levied and collected for and on account of the Certificates shall be deposited, as collected, to the
credit of the Interest and Redemption Fund. During each year while any of the Certificates are
outstanding and unpaid, the governing body of the Issuer shall compute and ascertain the rate and
amount of ad valorem tax, based on the latest approved tax rolls of the Issuer with full allowances
being made for tax delinquencies and the cost of tax collections, which will be sufficient to raise and
produce the money required to pay the Interest on the Certificates as such interest comes due, and to
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provide a sinking fund to pay the principal of the Certificates as such principal matures, but never less
than 2% of the original amount of the Certificates as a sinking fund each year Said rate and amount
of ad valorem tax is hereby ordered to be levied against all taxable property in the Issuer for each year
while any of the Certificates are outstanding and unpaid, and said ad valorem tax shall be assessed and
collected each such year and deposited to the credit of the Interest and Redemption Fund. Said ad
valorem taxes necessary to pay the interest on and principal of the Certificates, as such interest comes
due and such principal matures, are hereby pledged for such payment, within the limit prescribed by
law If proceeds from the sale of the Certificates representing accrued interest shall be on deposit m
the Interest and Redemption Fund in advance of the time when ad valorem taxes are scheduled to be
levied for any year then the amount of taxes which otherwise would have been required to be levied
may be reduced to the extent and by the amount of the accrued interest then on deposit in the Interest
and Redemption Fund
Section 9 REVENUES That the Certificates of Obligation are additionally secured by and
shall be payable from the Surplus Revenues The Surplus Revenues are pledged by the City pursuant
to authority of Chapter 1502, Texas Government Code, specifically Section 1502 058 thereof. The
City shall promptly deposit the Surplus Revenues upon their receipt to the credit of the Interest and
Redemption Fund created pursuant to Section 8 to pay the principal and interest on the Certificates
of Obligation. The amount of Surplus Revenues pledged to the payment of the Certificates of
Obligation shall not exceed $1 000
Section 10 TRANSFER. That the Issuer shall do any and all things necessary to accomplish
the transfer of moneys to the Interest and Redemption Fund of this issue in ample time to pay such
items of principal and interest due on the Certificates as shall become due and mature on any interest
payment date, at maturity or by redemption prior to maturity The Paying Agent/Registrar shall
destroy all paid Certificates and furnish the City with an appropriate certificate of cancellation or
destruction.
Section 11 SECURITY FOR FUNDS, INVESTMENTS (a) Security Application of
Chapter 1208 Government Code That the Funds and Accounts created by this Ordinance shall be
secured in the manner and to the fullest extent permitted or required by law for the security of public
funds The Interest and Redemption Fund shall be used only for the purposes and m the manner
permitted or required by this Ordinance Chapter 1208 Texas Government Code, applies to the
issuance of the Certificates and the pledge of ad valorem taxes and the Surplus Revenues granted by
the Crty under Sections 8 and 9 and such pledge is therefore valid, effective, and perfected If Texas
law is amended at any time while the Certificates are outstanding and unpaid such that the pledge of
the ad valorem taxes and Surplus Revenues granted by the Crty is to be subject to the filing
requirements of Chapter 9 Texas Business & Commerce Code, then m order to preserve to the
Registered Owners of the Certificates the perfection of the security interest m said pledge, the Crty
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 m said pledge to occur
(b) Investments That money m any Fund or Account established by this Ordinance may at
the option of the City be invested m Eligible Investments, provided that all such deposits and
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investments shall have a par value (or market value when less than par) exclusive of accrued interest
at all times at least equal to the amount of money credited to such Funds or Accounts, and shall be
made in such manner that the money required to be expended from any Fund or Account will be
available at the proper time or times, and provided, further that the investment of such moneys shall
be governed by and consistent with the City's investment policy Such investments shall be valued m
terms of current market value as of the last day of each Fiscal Year except that direct obligations of
the United States (State and Local Government Series) mbook-entry form shall be continuously
valued at their par or face principal amount Such investments shall be sold promptly when necessary
to prevent any default m connection with any Certificates
Section 12 DAMAGED MUTILATED LOST STOLEN OR DESTROYED
CERTIFICATES (a) Replacement Certificates That m the event any outstanding Certificate is
damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed,
executed, and delivered, a new Certificate of the same principal amount, maturity and interest rate, as
the damaged, mutilated, lost, stolen, or destroyed Certificate, m replacement for such Certificate m
the manner hereinafter provided (b) Application for Replacement Certificates That application for
replacement of damaged, mutilated, lost, stolen, or destroyed Certificates shall be made by the
Registered Owner thereof to the Paying Agent/Registrar In every case of loss, theft, or destruction
of a Certificate, the Registered Owner applying for a replacement Certificate shall furnish to the
Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to
save each of them harmless from any loss or damage with respect thereto Also in every case of loss,
theft, or destruction of a Certificate, the Registered Owner shall furnish to the Issuer and to the
Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such
Certificate, as the case maybe In every case of damage or mutilation of a Certificate, the Registered
Owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or
mutilated
(c) No Default Occurred That notwithstanding the foregoing provisions of this Section, in
the event any such Certificate shall have matured, and no default has occurred which is then
continuing in the payment of the principal of, redemption premium, if any or interest on the
Certificate, the Issuer may authorize the payment of the same (without surrender thereof except m the
case of a damaged or mutilated Certificate) instead of issuing a replacement Certificate, provided
security or indemnity is furnished as above provided m this Section.
(d) Charge for Issuing Replacement Certificates That prior to the issuance of any
replacement Certificate the Paying Agent/Registrar shall charge the Registered Owner of such
Certificate with all legal, printing, and other expenses m connection therewith. Every replacement
Certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate is
lost, stolen, or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost,
stolen, or destroyed Certificate 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
Certificates duly issued under this Ordinance
(e) Authority for Issuing Replacement Certificates That m accordance with Chapter 1206
Texas Government Code, this Section of this Ordinance shall constitute authority for the issuance of
11
any such replacement Certificate without necessity of further action by the Issuer or any other body or
person, and the duty of the replacement of such Certificates is hereby authorized and imposed upon
the Paying AgentJRegistrar and the Paying Agent/Registrar shall authenticate and deliver such
Certificates m the form and manner and with the effect, as provided m Section 6(a) of this Ordinance
for Certificates issued m conversion and exchange of other Certificates
Section 13 FEDERAL INCOME TAX MATTERS That the Issuer covenants to refrain
from any action which would adversely affect, or to take such action as to ensure, the treatment ofthe
Certificates as obligations described in Section 103 of the Code, the interest on which is not
includable m the gross income of the holder for purposes of federal income taxation. In furtherance
thereof, the Issuer covenants as follows
(a) to take any action to assure that no more than 10 percent of the proceeds of the
Certificates (less amounts deposited to a reserve fund, if any) are used for any private
business use, as defined in Section 141(b)(6) of the Code or if more than 10 percent of the
proceeds are so used, that amounts, whether or not received by the Issuer with respect to
such private business use, do not, under the terms of this Ordinance or any underlying
arrangement, directly or indirectly secure or provide for the payment of more than 10 percent
of the debt service on the Certificates, m 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 Certificates (less
amount deposited into a reserve fund, if any) then the amount m 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 five percent of the proceeds
of the Certificates (less amounts deposited into a reserve fund, if any) is directly or indirectly
used to finance loans 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 m the Certificates
being treated as 'pnvate activity bonds within the meaning of Section 141(b) of the Code
(e) to refrain from taking any action that would result in the Certificates being 'feder
ally guaranteed within the meaning of Section 149(b) of the Code,
(f) to refrain from using any portion of the proceeds of the Certificates, 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 Certificates, other than investment property
acquired with -
(1) proceeds of the Certificates invested for a reasonable temporary penod
until such proceeds are needed for the purpose for which the Certificates are issued,
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(2) amounts invested m a bona fide debt service fund, wrthm the meaning
of Section 1 148-1(b) of the 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
Certificates,
(g) to otherwise restrict the use of the proceeds of the Certificates or amounts treated
as proceeds of the Certificates, as may be necessary so that the Certificates do not otherwise
contravene the requirements of Section 148 ofthe Code (relating to arbitrage) and, to the ex
tent applicable, Section 149(d) of the Code (relating to advance refundings) and
(h) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Certificates) an amount that is at least equal to 90
percent of the 'Excess Earnings, wrthm 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 Certificates have been
paid m full, 100 percent of the amount then required to be paid as a result of Excess Earnings
under Section 148(f) of the Code
For purposes of the foregoing (a) and (b) the Issuer understands that the term 'proceeds includes
disposition proceeds as defined in the regulations promulgated by the U S Department of the
Treasury pursuant to the Code (the 'Regulations') and, m the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the
Certificates It is the understanding of the Issuer that the covenants contained herein are intended to
assure compliance with the Code, the Regulations, or rulings promulgated by the U S Department of
the Treasury pursuant to the Code In the event that regulations or ruling are hereafter promulgated
which modify or expand provisions of the Code, as applicable to the Certificates, the Issuer will not
be required to comply with any covenant contained herein to the extent that such failure to comply in
the opinion of nationally recognized bond counsel, will not adversely affect the exemption from
federal income taxation of interest on the Certificates under Section 103 of the Code In the event
that regulations or rulings are hereafter promulgated which impose additional requirements which are
applicable to the Certificates, the Issuer agrees to comply with the additional requirements to the
extent necessary m the opinion of nationally recognized bond counsel, to preserve the exemption
from federal income taxation of interest on the Certificates under Section 103 of the Code In
furtherance of such intention, the Issuer hereby authorizes and directs the Mayor the City Manager
any Assistant Crty Manager and the Chief Financial Offacer of the City to execute any documents,
certificates or reports required by the Code, and to make such elections on behalf of the Issuer which
may be permitted by the Code as are consistent with the purpose for the issuance of the Certificates
In order to facilitate compliance with clause (h) above, a 'Rebate Fund is hereby established
and held by the Issuer for the sole benefit of the United States of America, and such Fund shall not be
subject to the claim of any other person, including without limitation the holders of the Certificates
The Rebate Fund is established for the additional purpose of compliance with Section 148 of the
Code
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Section 14 ALLOCATION OF AND LIMITATION ON EXPENDITURES FOR THE
PROJECT That the Issuer covenants to account for the expenditure of proceeds from the sale ofthe
Certificates and any investment earnings thereon to be used for the purposes described nn Section 2 of
this Ordinance (each such purpose shall be referred to herein and Section 15 hereof as a 'Project") on
its books and records nn accordance with the requirements of the Code The Issuer recognizes that nn
order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be
allocated to expenditures within 18 months of the later of the date that (a) the expenditure on a
Project ns made or (b) such Project is completed, but nn no event later than three years after the date
on which the original expenditure ns paid The foregoing notwithstanding, the Issuer recognizes that
nn order for the proceeds to be expended under the Code, the sale proceeds or investment earnings
must be expended no more than 60 days after the later of (a) the fifth anniversary of the date of
delivery of the Certificates or (b) the date the Certificates are retired The Issuer agrees to obtain the
advice ofnationally-recognized bond counsel of such expenditure fails to comply with the foregoing to
assure that such expenditure will not adversely affect the tax-exempt status of the Certificates For
purposes hereof, the Issuer shall not be obligated to comply with this covenant of rat obtains an opinion
from nationally recognnzed bond counsel to the effect that such failure to comply will not adversely
affect the excludabnlnty for federal income tax purposes from gross income of the interest
Section 15 DISPOSITION OF PROJECT That the Issuer covenants that the property
constrtutnng a Project will not be sold or otherwnse disposed nn a transactnon resulting m the recenpt by
the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally
recognized bond counsel substantnally to the effect that such sale or other disposition will not
adversely affect the tax-exempt status of the Certificates For purposes of thus Section, the portnon of
the property comprising personal property and disposed of nn the ordinary course of busnness shall not
be treated as a transactnon resulting nn the recenpt of cash or other compensation. For purposes ofthns
Section, the Issuer shall not be obligated to comply with thus covenant of rat obtains an opmnon of a
nationally recognnzed bond counsel to the effect that such failure to comply wall not adversely affect
the excludabilnty for federal nncome tax purposes from gross nncome of the merest
Sectnon 16 CONTINUING DISCLOSURE OBLIGATION (a) Annual Reports. The
City shall provnde annually to the MSRB within six months after the end of each fiscal year ending m
or after 2009 financnal nnformatnon and operating data wrath respect to the Cnty of the general type
described nn Exhibnt B hereto Any financnal statements so to be provnded shall be (1) prepared nn
accordance wrath the accounting prnncnples described in Exhibnt B hereto or such other accountnng
prnncnples as the City may be requnred to employ from tame to tame pursuant to state law or
regulation, and (2) audited, of the City commnssions an audnt of such statements and the audit is
completed within the pernod during whnch they must be provnded. If the audit of such financnal
statements ns not complete within such pernod, then the Crty shall provnde unaudnted financnal
statements by the requnred tame, and shall provnde audited financnal statements for the applncable fiscal
year to the MSRB when and if the audit report on such statements becomes available
(ii) If the City changes its fiscal year rat will notnfy the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by whnch the Crty otherwnse would be requnred to
provnde financnal mformatnon and operating data pursuant to thus Sectnon. The financnal mformatnon
and operatnng data to be provnded pursuant to thus Sectnon may be set forth nn full nn one or more
14
documents or may be included by specific reference to any document (including an official statement
or other offering document, if it is available from the MSRB) that theretofore has been provided to
the MSRB or filed with the SEC Filings shall be made electronically in such format as is prescribed
by the MSRB
(c) Material Event Notices. The City shall notify the MSRB m a timely manner of any of
the following events with respect to the Certificates, if such event is material within the meaning of
the federal securities laws
l Principal and interest payment delinquencies,
2 Non-payment related defaults,
3 Unscheduled draws on debt service reserves reflecting financial difficulties,
4 Unscheduled draws on credit enhancements reflecting financial difficulties,
5 Substitution of credit or liquidity providers, or their failure to perform,
6 Adverse tax opinions or events affecting the tax-exempt status of the
Certificates,
7 Modifications to rights of holders of the Certificates,
8 Certificate calls,
9 Defeasances,
10 Release, substitution, or sale of property securing repayment of the
Certificates, and
11 Rating changes
The City shall notify the MSRB m a timely manner of any failure by the City to provide financial
information or operating data in accordance with subsection (b) of this Section by the time required
by such subsection.
(d) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to observe
and perform the covenants specified m this Section for so long as, but only for so long as, the City
remains an obligated person with respect to the Certificates within the meaning of the Rule, except
that the City m any event will give notice of any deposit made m accordance with this Ordinance or
applicable law that causes any Certificates no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Certificates, and nothing m this Section, express or implied, shall give any benefit or any legal
or equitable right, remedy or claim hereunder to any other person. The City undertakes to provide
only the financial information, operating data, financial statements, and notices which it has expressly
agreed to provide pursuant to this Section and does not hereby undertake to provide any other
information that may be relevant or material to a complete presentation of the City's financial results,
condition, or prospects or to update any information provided in accordance with this Section or
otherwise, except as expressly provided herein. The City does not make any representation or
warranty concerning such information or its usefulness to a decision to invest m or sell Certificates at
any future date
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(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON 1N
CONTRACT OR TORT FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY
BREACH BY THE CITY WHETHERNEGLIGENT OR WITHOUT FAULT ON ITS PART OF
ANY COVENANT SPECIFIED IN THIS SECTION BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON IN CONTRACT OR TORT FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE
(iv) No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws
(v) Should the Rule be amended to obligate the City to make filings with or provide notices
to entities other than the MSRB the City agrees to undertake such obligation in accordance with the
Rule as amended
(vi) The provisions ofthis Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law or a change m
the identity nature, status, or type of operations of the Crty but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Certificates m the
primary offering of the Certificates m compliance with the Rule, taking into account any amendments
or interpretations of the Rule since such offering as well as such changed circumstances and (2) either
(a) the holders of a majority in aggregate principal amount (or any greater amount required by any
other provision ofthis Ordinance that authorizes such an amendment) of the outstanding Certificates
consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally
recognized bond counsel) determines that such amendment will not materially impair the interest of
the holders and beneficial owners of the Certificates If the Crty so amends the provisions of this
Section, it shall include with any amended financial information or operating data next provided in
accordance with subsection (b) of this Section an explanation, m narrative form, of the reason for the
amendment and of the impact of any change m the type of financial information or operating data so
provided The Crty may also amend or repeal the provisions of this continuing disclosure agreement
if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters
judgment that such provisions ofthe Rule are invalid, but only if and to the extent that the provisions
of this sentence would not prevent an underwriter from lawfully purchasing or selling Certificates m
the primary offering of the Certificates
Section 17 DTC REGISTRATION That should the terms of the Purchase Agreement so
provide, the Certificates initially shall be issued and delivered m such manner that no physical
distribution of the Certificates will be made to the public, and The Depository Trust Company
("DTC) New York, New York, initially may act as depository for the Certificates DTC has
represented that it is a limited purpose trust company incorporated under the laws ofthe State ofNew
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
16
Securities Exchange Act of 1934 as amended, and the Crty accepts, but m no way verifies, such
representations The definitive Certificates delivered to the Purchaser may be registered in the name
of CEDE & CO the nominee of DTC if the terms of the Purchase Agreement so provide DTC may
hold the Certificates on behalf of the Purchaser So long as each Certificate 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 Certificates m 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, if the terms of the Purchase Agreement so provide, the Certificates initially deposited
with DTC shall be immobilized and not be further exchanged for substitute Certificates except as
hereinafter provided. The Crty 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 Certificates Should the terms of the Purchase
Agreement so provide, rt 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 Certificates, and the method
of paying the fees and charges of DTC The City does not represent, nor does it m 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 Certificates duly file with the Paying Agent/Registrar with
proper request for transfer and substitution, as provided for m this Ordinance, substitute Certificates
will be duly delivered as provided m this Ordinance, and there will be no assurance or representation
that any book-entry system will be maintained for such Certificates Should there be established a
book-entry system with DTC the City heretofore has executed a 'Blanket Letter ofRepresentations
prepared by DTC in order to implement the book-entry system described above
Section 18 DEFAULT AND REMEDIES
(a) Events of Default 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 ofthe Certificates
when the same becomes due and payable or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the Crty the failure to perform which materially adversely affects the rights of
the Registered Owners of the Certificates, including, but not limited to their prospect or
ability to be repaid m 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 hmrted to a
trustee or trustees therefor may proceed against the City or any official, officer or employee
of the Crty m their official capacity for the purpose of protecting and enforcing the rights of
17
the Registered Owners under this Ordinance, by mandamus or other suit, action or special
proceeding in equity or at law many court of competent ~unsdiction, for any relief permitted
bylaw including the specific performance of any covenant or agreement contained herein, or
thereby to enjoin any act or thing that may be unlawful or m 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 Certificates then outstanding
(c) Remedies Not Exclusive
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or under the Certificates or now or
hereafter existing at law or in equity provided, however that notwithstanding any other
provision of this Ordinance, the nght to accelerate the debt evidenced by the Certificates shall
not be available as a remedy under this Ordinance
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy
(iii) By accepting the delivery of a Certificate authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in 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 ofthe 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
Section 19 SALE That the sale of the Certificates to RBC Capital Markets, and associates
(the 'Purchaser"), at a price of par and accrued interest on the Certificates to the date of delivery
plus a premium of $1 806 512 50 is hereby authorized, ratified and confirmed The Certificates were
sold pursuant to the terms of a 'Notice of Sale and Bidding Instructions Official Bid Form and
Official Statement the use of these documents, a true and correct copy of each document being
attached to this Ordinance, is approved Council finds, determines and declares that the Certificates
were sold to the highest bidder at terms that were the most advantageous reasonably obtained The
use of the 'Preliminary Official Statement prepared m connection with the sale of the Certificates is
ratified Any accrued interest received m connection with the sale of the Certificates shall be
deposited to the Interest and Sinking Fund Any premium received m connection with the sale ofthe
Certificates shall be used m a manner consistent with the provisions of Section 1201 042(d), Texas
Government Code
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Section 20 CUSTODY APPROVAL, AND REGISTRATION OF CERTIFICATES
That the City Manager or the designee thereof ns hereby authorized to have control of the Certificates
initially issued and delivered hereunder and all necessary records and proceedings pertaining to the
Certificates pending their dehvery and their investigation, examination, and approval by the Attorney
General of the State of Texas, and their registration by the Comptroller of Public Accounts of the
State of Texas Upon registration of the Certificates said Comptroller of Public Accounts (or a
deputy designated nn writing to act for said Comptroller) shall manually sign the Comptroller's
Registration Certificate attached to such Certificates, and the seal of said Comptroller shall be
impressed, or placed nn facsimile, thereon.
Section 21 OFFICIALS AUTHORIZED TO ACT ON BEHALF OF THE CITY That
the Mayor the City Secretary the City Manager any Assistant City Manager or the Chief Financial
Officer of the City and all other officers, employees, and agents of the City and each of them, shall
be and they are hereby expressly authorized, empowered, and directed from time to time and at any
time to do and perform all such acts and things and to execute, acknowledge, and deliver nn the name
and under the seal and on behalf of the City all such instruments, whether or not herein mentioned, as
may be necessary or desirable nn order to carry out the terms and provisions of this Ordinance, the
Certificates, the offering documents prepared nn connection with the sale of the Certificates, or the
Paying Agent/Regnstrar Agreement In case any officer whose signature appears on any Certificate
shall cease to be such officer before the delivery of such Certificate, such signature shall nevertheless
be valid and sufficient for all purposes the same as of he or she had remained nn office until such
dehvery
Section 22 INTEREST EARNINGS That the interest earnings derived from the investment
of proceeds from the sale of the Certificates may be used along with other proceeds for the
construction of the permanent improvements set forth m Section 2 hereof for which the Certificates
are issued, provnded that after completion of such permanent improvements, of any of such interest
earnings remain on hand, such interest earnings shall be deposited nn the Interest and Redemption
Fund It ns further provided, however that any interest earnings on proceeds which are required to be
rebated to the United States of America pursuant to this Ordinance hereof nn order to prevent the
Certificates from being arbitrage bonds shall be so rebated and not considered as interest earnings for
the purposes of thus Section.
Section 23 DEFEASANCE (a) Defeased Certificates. That any Certificate and the
interest thereon shall be deemed to be paid, retired and no longer outstanding (a 'Defeased
Certificate) within the meaning of this Ordinance, except to the extent provnded m subsection (c) of
thus Section, when payment of the prnncnpal of such Certnficate, plus nnterest thereon to the due date
(whether such due date be by reason of maturnty or otherwnse) enther (i) shall have been made or
caused to be made nn accordance wrath the terms thereof, or (ii) shall have been provnded for on or
before such due date by nrrevocably deposntmg with or making available to the Paying
Agent/Regnstrar nn accordance wrath an escrow agreement or other nnstrument (the 'Future Escrow
Agreement) for such payment (1) lawful money of the Unnted States of America suiicient to make
such payment or (2) Defeasance Securitnes that mature as to prnncnpal and nnterest nn such amounts
and at such tames as wall insure the avanlabnlrty without reinvestment, of sufficient money to provnde
19
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 Certificates shall have become due
and payable At such time as a Certificate shall be deemed to be a Defeased Certificate hereunder as
aforesaid, such Certificate and the interest thereon shall no longer be secured by payable from, or
entitled to the benefits of, the ad valorem taxes or revenues herein levied and pledged as provided in
this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance
Securities Notwithstanding any other provision of this Ordinance to the contrary rt is hereby
provided that any determination not to redeem Defeased Certificates that is made in conjunction wrth
the payment arrangements specified in subsection 23(a)(i) or (ii) shall not be irrevocable, provided
that in the proceedings providing for such payment arrangements, the Issuer expressly (1) reserves the
right to call the Defeased Certificates for redemption, (2) gives notice of the reservation of that right
to the owners of the Defeased Certificates immediately following the making of the payment
arrangements, and (3) directs that notice of the reservation be included in any redemption notices that
it authorizes
(b) Investment in Defeasance Securities. Any moneys so deposited with the Paying
AgentlRegistrar may at the written direction of the Issuer be invested m Defeasance Securities,
maturing m the amounts and times as herembefore set forth, and all income from such Defeasance
Securities received by the Paying Agent/Registrar that is not required for the payment of the
Certificates and interest thereon, with respect to which such money has been so deposited, shall be
turned over to the Issuer or deposited as directed m writing by the Issuer Any Future Escrow
Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of
Defeased Certificates may contain provisions permitting the investment or reinvestment of such
moneys in Defeasance Securities or the substitution of other Defeasance Securities upon the
satisfaction of the requirements specified in subsection 23(a)(i) or (ii) All income from such
Defeasance Securities received by the Paying Agent/Registrar which is not required for the payment
of the Defeased Certificates, with respect to which such money has been so deposited, shall be
remitted to the Issuer or deposited as directed in writing by the Issuer
(c) Paying Agent/Registrar Services Until all Defeased Certificates shall have become
due and payable, the Paying Agent/Reg~strar shall perform the services of Paying Agent/Registrarfnr
such Defeased Certificates 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
(d) Selection of Certificates for Defeasance In the event that the Issuer elects to defease
less than all of the principal amount of Certificates of a maturity the Paying Agent/Registrar shall
select, or cause to be selected, such amount of Certificates by such random method as rt deems fair
and approprtate
Section 24 PREAMBLE That the findings set forth m the preamble to this Ordinance are
hereby incorporated into the body of this Ordinance and made a part hereof for all purposes
Section 25 RULES OF CONSTRUCTION That for all purposes ofthis 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"
20
and other words of similar import refer to this Ordinance as a whole and not to any particular Section
or other subdivision. Except where the context otherwise requires, terms defined m this Ordinance to
impart the singular number shall be considered to include the plural number and vice versa.
References to any named person shall mean that party and its successors and assigns References to
any constitutional, statutory or regulatory provision means such provision as it exists on the date this
Ordinance is adopted by the City and any future amendments thereto or successor provisions thereof.
Any reference to the payment of principal m this Ordinance shall be deemed to include the payment of
any mandatory sinking fund redemption payments as described herein. The titles and headings ofthe
Sections and subsections of this Ordinance have been inserted for convenience of reference only and
are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or
provisions hereof.
Section 26 IMMEDIATE EFFECT That m accordance with the provisions of Section
1201 028 Texas Government Code, this Ordinance shall be effective immediately upon its adoption
by the City Council
Section 27 OPEN MEETING That it is hereby officially found and determined that the
meeting at which this Ordinance was passed was open to the public, and public notice of the time,
place and purpose of said meeting was given, all as required by Chapter 551 Texas Government
Code, as amended.
ADOPTED this 1st day of September 2009
Mayor City of Fort Wolf, Texas
ATTEST
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City Secretary ~'~ `-''°`
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City Attorney
City of Fort Worth, Texas
21
Exhibit A
to
Ordinance
NO
FORM OF CERTIFICATE
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH, TEXAS
COMBINATION TAX AND LIMITED SURPLUS REVENUE
CERTIFICATES OF OBLIGATION
SERIES 2009
MATURITY DATE INTEREST RATE DATED DATE CUSIP
September 1 2009
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH,
TEXAS (the City" or the 'Issuer") being a political subdivision of the State of Texas, hereby
promises to pay to , or to the
registered assignee hereof (either being hereinafter called the 'registered owner")the 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 interest rate per annum
specified above, with said interest payable on March 1 2010 and semiannually on each September 1
and March 1 thereafter except that if this Certificate is required to be authenticated and the date of its
authentication is later than March 1 2010 such interest is payable semiannually on each September 1
and March 1 following such date Interest on this Certificate shall be calculated on the basis of a 360-
day year consisting of twelve 30-day months
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable m lawful money of
the United States of America, without exchange or collection charges At maturity or redemption
prior to maturity the principal of this Certificate shall be paid to the registered owner hereof upon
presentation and surrender of this Certificate at the designated corporate trust office m Fort Worth,
Texas (the 'Designated Trust Office) of Wells Fargo Bank, National Association, which is the
'Paying Agent/Registrar" for this Certificate The payment of interest on this Certificate shall be
made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by
check, dated as of such interest payment date, drawn by the Paying AgentlRegistrar on, and payable
solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Certificate
(the Certificate Ordinance') to be on deposit with the Paying AgentlRegistrar for such purpose as
Al
hereinafter provided, and such check shall be sent by the Paying Agent/Registrar by United States
mail, first-class, postage prepaid, on each such interest payment date, to the registered owner hereof,
at its address as it appeared on the fifteenth day of the month preceding each such date (the 'Record
Date') on the Registration Books kept by the Paying Agent/Registrar as hereinafter described Any
accrued interest due at maturity or redemption as provided herein shall be paid to the registered
owner upon presentation and surrender of this Certificate for payment at the Designated Trust Office
of the Paying Agent/Registrar The Issuer covenants with the registered owner oftlus Certificate that
on or before each principal and interest payment date for this Certificate it will make available to the
Paying Agent/Reg~strar from the 'Interest and Redemption Fund created by the Certificate
Ordinance, the amounts required to provide for the payment, in immediately available funds, of all
principal of and interest on the Certificates, when due All Certificates of this Series are issuable
solely as fully registered certificates, without interest coupons, m any integral multiple of $5 000 (an
Authorized Denomination )
IN THE EVENT OF 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 Certificate appearing on the
Registration Books kept by the Paying Agent/Registrar at the close of business on the last business
day next preceding the date of mailing of such notice
IF THE DATE for the payment of the principal of or interest on this Certificate shall be a
Saturday Sunday a legal holiday or a day on which banking institutions in the city where the
Designated Trust Office of the Paying Agent/Registrar islocated 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
THIS CERTIFICATE is one of a Series of Certificates dated September 1 2009 authorized
in accordance with the Constitution and laws of the State of Texas m the principal amount of
$55 585 000 FOR THE PURPOSE OF PROVIDING PART OF THE FUNDS FOR PAYING
CONTRACTUAL OBLIGATIONS TO BE INCURRED BY THE CITY AS SET FORTH IN THE
CERTIFICATE ORDINANCE and the payment of fiscal, engineering and legal fees incurred m
connection therewith.
ON MARCH 1 2019 or on any date thereafter the Certificates 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 Certificates called for redemption at the option of the City prior to their stated
maturity shall be selected by the City The Certificates or portions thereof redeemed wrtlun a maturity
A2
shall be selected by lot or other method by the Paying Agent/Registrar~ provided, that during any
period m which ownership of the Certificates is determined only by a book entry at a securities
depository for the Certificates, if fewer than all of the Certificates of the same maturity and bearing
the same interest rate are to be redeemed, the particular Certificates of such maturity and bearing such
interest rate shall be selected m 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 Certificate or a portion thereof being
called for redemption by depositing such notice in the United States mail, first class postage prepaid,
addressed to each such registered owner at his address shown on the Registration Books of the
Paying Agent/Registrar and (b) notice of such redemption either shall be published one (1) time m or
posted electronically on the websrte of a 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 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 Certificate By the date fixed
for any such redemption due provision shall be made by the Issuer with the Paying Agent/Registrar
for the payment of the required redemption price for this Certificate or the portion hereof which is to
be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of
redemption is given (unless otherwise as provided in the case of the Purchaser being the owner of
100% of the outstanding principal amount of the Certificates) and if due provision for such payment
is made, all as provided above, this Certificate, or the portion hereof which is to be so redeemed,
thereby automatically shall be redeemed prior to its scheduled 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 m the Registration Books all such redemptions of principal oftlus
Certificate or any portion hereof. If a portion of any Certificate shall be redeemed a substitute
Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any
Authorized Denomination, at the written request of the registered owner and m 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 m the Ordinance
AS PROVIDED IN THE CERTIFICATE ORDINANCE, this Certificate may at the request
of the registered owner or the assignee or assignees hereof, be assigned, transferred, and exchanged
for a like aggregate principal amount of fully registered certificates, without interest coupons, payable
to the appropriate registered owner assignee, or assignees, as the case may be, having the same
maturity date, and bearing interest at the same rate, in any Authorized Denomination as requested m
writing by the appropriate registered owner assignee, or assignees, as the case may be, upon
surrender of this Certificate to the Paying Agent/Registrar at its Designated Trust Office for
cancellation, all m accordance with the form and procedures set forth in the Certificate Ordinance
Among other requirements for such assignment and transfer this Certificate must be presented and
surrendered to the Paying Agent/Registrar at its Designated Trust Office, together with proper
A3
-,_:-;
instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar evidencing assignment of this Certificate or any portion or portions hereof m any
Authorized Denomination to the assignee or assignees in whose name or names this Certificate or any
such portion or portions hereof is or are to be transferred and registered. The form of Assignment
printed or endorsed on this Certificate may be executed by the registered owner to evidence the
assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory
to the Paying Agent~Registrar may be used to evidence the assignment of this Certificate or any
portion or portions hereof from time to time by the registered owner The foregoing notwithstanding,
m the case of the exchange of an assigned and transferred Certificate or Certificates or any portion or
portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer The
one requesting such exchange shall pay the Paying Agent/Registrar's reasonable standard or
customary fees and charges for exchanging any Certificate or portion thereof. In any circumstance,
any taxes or governmental charges required to be paid with respect thereto shall be paid by the one
requesting such assignment, transfer or exchange as a condition precedent to the exercise of such
privilege In any circumstance, neither the Issuer nor the Paying Agent/Registrar shall be required (1)
to make any transfer or exchange during a period beginning at the opening of business 30 days before
the day of the first mailing of a notice of redemption of the Certificates and ending at the close of
business on the day of such mailing, or (2) to transfer or exchange any Certificates so selected for
redemption when such redemption is scheduled to occur within 30 calendar days
WHENEVER the beneficial ownership of this Certificate is determined by a book entry at a
securities depository for the Certificates, the foregoing requirements of holding, delivering or
transferring this Certificate shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to produce
the same effect
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer
resigns, or otherwise ceases to act as such, the Issuer has covenanted m the Certificate 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 Certificates
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and
validly authorized, issued, and delivered, that all acts, conditions, and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this
Certificate have been performed, existed, and been done m accordance with law' that this Certificate
is a direct obligation of said Issuer issued on the full faith and credit thereof, and that annual ad
valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate,
as such interest comes due and such principal matures, have been levied and ordered to be levied
against all taxable property in said Issuer and have been pledged for such payment, within the limit
prescribed by law and that a limited pledge (not to exceed $1 000) of the surplus revenues from the
operation of the City's combined water and sewer system remaining after payment of all operation and
maintenance expenses thereof and any other obligations heretofore or hereafter incurred to which
such revenues have been or shall be encumbered by a lien on and pledge of such revenues superior to
A-4
the lien on and pledge of such revenues to the Certificates, have been pledged as additional security
for the Certificates
BY BECOMING the registered owner of this Certificate, the registered owner thereby
acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for
inspection in the official minutes and records of the Issuer and agrees that the terms and provisions of
this Certificate and the Certificate Ordinance constitute a contract between each registered owner
hereof and the Issuer
IN WITNESS WHEREOF this Certificate has been signed with the manual or facsimile
signature of the Mayor of the Issuer attested by the manual or facsimile signature of the City
Secretary and approved as to form and legality with the manual or facsimile signature of the City
Attorney and the official seal of the Issuer has been duly affixed to or impressed, or placed in
facsimile, on this Certificate
xxxxx
City Secretary City of Fort Worth, Texas
xxxxx
Mayor City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY
xxxxx
City Attorney Crty of Fort Worth, Texas
(SEAL)
AS
FORM OF PAYING AGENT/REGISTRAR SAUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR SAUTHENTICATION CERTIFICATE
It is hereby certified that this Certificate of Obligation has been issued under the provisions of
the proceedings adopted by the Issuer as described in the text of this Certificate of Obligation, and
that this Certificate of Obligation has been issued m exchange for or replacement of a certificate of
obligation, certificates of obligation, or a portion of a certificate of obligation or certificates of
obligation of an issue which originally was approved by the Attorney General of the State of Texas
and registered by the Comptroller of Public Accounts of the State of Texas
Dated
WELLS FARGO BANK, NATIONAL
ASSOCIATION
Paying Agent/Registrar
By
Authorized Representative
A-6
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*FORM OF COMPTROLLER S CERTIFICATE ATTACHED TO
THE CERTIFICATES UPON INITIAL DELIVERY THEREOF
OFFICE OF COMPTROLLER
STATE OF TEXAS
REGISTER NO
I hereby certify that this Certificate of Obligation has been examined, certified as to vahdrty
and approved by the Attorney General of the State of Texas, and that this Certificate of Obligation
has been registered by the Comptroller of Public Accounts of the State of Texas
WITNESS MY HAND and seal of office at Austin, Texas this
(SEAL)
NOTE
¶ to accompany initial certificates only
Comptroller of Public Accounts of
the State of Texas
A7
-~;~-
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)
1
(Please print or typewrite name and address, including zip code of Transferee)
the within Certificate of Obligation and all rights thereunder and hereby irrevocably constitutes
and appoints
attorney to
register the transfer of the within Certificate of Obligation on books kept for registration thereof,
with full power of substitution m 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
Certificate m every particular without
alteration or enlargement or any change
whatsoever
The punter of the Certificates is hereby authorized to print on the Certificates (i) the form of bond
counsel s opinion relating to the Certificates, and (ii) an appropriate statement of insurance furnished
by a municipal bond insurance company providing municipal bond insurance, if any covering all or
any part of the Certificates
A-8
~~-~,anz,.,.
Exhibit B
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to m Section 16 of this Ordinance
Annual Financial Statements and Operating Data
The financial information and operating data wrth respect to the City to be provided annually
m accordance with such Section are as specified below
The City has agreed to update annually financial information and operating data with respect
to the City of the general type included in the official statement for the Bonds as set forth m tables 1
through 6 inclusive, and 8 through 15 inclusive, contained m 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 m Section 16 of this Ordinance the City has agreed to
annually update such financial information and operating data m accordance with Rule 15c2 12,
promulgated by the Unrted States Securities and Exchange Commission.
Accounting Principles
The accounting principles referred to m Section 16 of this Ordinance are the accounting
principles described in the notes to the annual financial report referred to above
B-1
TI-~ STATE OF TEXAS
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 of the ordinance authonzmg the issuance of Combination Tax and Limited Surplus Revenue
Certificates of Obligation, 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
City Secretary y of Fort Worth, exas
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City of Fort Worth, Texas
Mayor and Council Communication
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COUNCIL ACTION: Approved on9/1/2009 - Ord.,No. 1.87.83-09-2009
-~ ~~
DATE Tuesday September 01 2009
LOG NAME. 1309 CO COMP SALE
REFERENCE NO G-16687
SUBJECT
Adopt an Ordinance Providing for the Issuance of approximately $56 545 000 00 of the City of Fort Worth
Texas Combination Tax and Limited Surplus Revenue Certificates of Obligation Series 2009 Providing
for the Levy Assessment and Collection of a Tax Sufficient to Pay the Interest on Said Certificates of
Obligation and to Create a Sinking Fund for the Redemption Thereof at Maturity Pledging Certain
Revenues in Support of Said Certificates Prescribing the Form of Said Certificates and Ordaining Other
Matters Related Thereto
RECOMMENDATION
It is recommended that~the City Council
1 Adopt the attached ordinance providing for the issuance of approximately $56 545 000 00 of the City of
Fort Worth Texas Combination Tax and Limited Surplus Revenue Certificates of Obligation Series 2009
2. Authorize approximately $56 545 000 00 Combination Tax and Limited Surplus Revenue Certificates of
Obligation Series 2009 be sold to RBC Ca ital Markets, the bidder offering the lowest true interest rate of
3.480898 percent.
DISCUSSION
Bids for approximately $56 545 000 00 Combination Tax and Limited Surplus Revenue Certificates of
Obligation Series 2009 were received today September 1 2009 at 11 30 a m A summary of the true
interest rates for the bids received by the City is attached
Proceeds from this sale will be used to fund projects from the 2007 Critical Capital Program purchases of
new fire equipment, cost overruns related to projects from the 2004 bond program and reimburse the
City's Equipment Note Authority for past purchases of fire equipment, TPW equipment and police
dispatching software
In addition to the bond programs from 2004 and 2008 the City also has a 2007 Critical Capital Program
that identified capital needs and cost overruns that, due to timing issues and expenses related to calling a
bond election warrant issuing Certificates of Obligation to finance the capital improvements. Certificates
of Obligation were issued in 2007 and 2008 for the first two years making this the third debt issuance in
this program
The Fire Department is on a schedule to purchase fire equipment each year to enable the replacement of
older vehicles which have become too costly to maintain at the desired levels.
In 2008 a list of $27 620 000 00 in cost overruns from the 2004 bond program over and above the
$19 225 000 00 of cost overruns that were already in the 2007 Critical Capital Program was presented to
Logname 1309 CO COMP SALE Page 1 of 2
the City Council Combined the City has a total of $46 845 000 00 in cost overruns from the 2004 bond
program The first debt to cover the 2008 list was issued in 2008
Lastly the City previously made various capital purchases funded by the authority to issue Equipment
Notes a program approved in 2004 Purchases were made faster without waiting for a debt issuance and
the authority that had funded the purchases was reimbursed once the debt was issued This program is no
longer in use and the amount being financed in this debt issuance is the last of the purchases that are
eligible to be reimbursed via public debt.
The breakdown by program is as follows
2007 Critical Capital Program $40 184 000 00
2004 Bond Program Cost Overruns $819 000 00
New Fire Equipment $4 000 000 00
Equipment Note Reimbursement (rounded) $12,182,000.00
Total Sale $57 185 000 00
Upon approval of this M&C the City will be selling approximately $56 545 000 00 in certificates yet
generating $57 185 000 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.
It is anticipated that the closing and delivery of the funds will occur on September 30 2009
FISCAL INFORMATION /CERTIFICATION
The Financial Management Services Director certifies that funds will be available upon completion of the
sale closing and delivery of approximately $56 545 000 00 -City of Fort Worth Texas, Combination Tax
and Limited Surplus Revenue Certificates of Obligation Series 2009
The Financial Management Services Director also 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 CO COMP SALE Page 2 of 2