HomeMy WebLinkAboutOrdinance 21473-09-2014 THE STATE OF TEXAS
I
COUNTIES OF TARRANT, DENTON, PARKER, WISE AND JOHNSON
CITY OF FORT WORTH
On the 23rd day of September, 2014, the City Council of the City of Fort Worth,Texas, met
in regular, open,public meeting in the City Council Chamber in the City Hall, and roll was called of
i
the duly constituted members of the City Council, to-wit:
Betsy Price (absent), Mayor
Salvador Espino,
I
W.B. "Zim" Zimmerman
Danny Scarth,
Gyna Bivens, i
Jungus Jordan, Councilmembers,
Dennis Shingleton,
Kelly Allen Gray, j
Ann Zadeh,
David Cooke, City Manager,
Sarah J. Fullenwider, City Attorney,
Mary J. Kayser, City Secretary,
Aaron Bovos, Chief Financial Officer
I
thus constituting a quorum present; and after the City Council had transacted certain business, the
following business was transacted, to-wit:
Councilmember Bivens introduced an ordinance and moved its passage. The motion was
seconded by Councilmember Espino. The ordinance was read by the City 'Secretary. The motion,
i
carrying with it the passage of the ordinance prevailed by a vote of 8 YEAS, 0 NAYS. The
i
ordinance as passed is as follows:
I
ORDINANCE NO. 21473-09-2014
I
PROVIDING FOR THE ISSUANCE OF CITY OF FORT WORTH, TEXAS
GENERAL PURPOSE REFUNDING BONDS, SERIES 2014, IN THE
AGGREGATE PRINCIPAL AMOUNT OF $35,480,000; ENACTING OTHER i
PROVISIONS RELATING TO THE SUBJECT; AND DECLARING AN
IMMEDIATE EFFECTIVE DATE
WHEREAS, the City Council of the City of Fort Worth (the "City" or the "Issuer") has 4
outstanding its City of Fort Worth,Texas Tax Notes,Series 2011,currently outstanding in the aggregate
principal amount of$35,220,000 (the "Refunded Obligations"); and
WHEREAS, one hundred percent (100%) of the outstanding Refunded Obligations are
currently owned by JPMorgan Chase Bank, N.A. (the "Owner of the Refunded Obligations"); and
I
WHEREAS,under their terms,the Refunded Obligations are callable at the option of the City
on March 1,2016, or on any date thereafter,at the redemption price of par and accrued interest to the
date fixed for redemption;and
WHEREAS,the Owner of the Refunded Obligations has agreed to waive the right not to have
the Refunded Obligations called for redemption in full prior to March 1,2016,and has further agreed to
permit the Refunded Obligations to be called for redemption on or after October 28, 2014;and
WHEREAS,when the Refunded Obligations were issued in 2011,the City intended to refinance
the Refunded Obligations to extend their maturities beyond March 1, 2018, the stated maturity of the
Refunded Obligations.
NOW,THEREFORE,BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF I
FORT WORTH,TEXAS:
1. That the bond or bonds of the City to be called "General Purpose Refunding Bonds,
Series 2014" (the "Bonds"), be issued under and by virtue of the Constitution and laws of the State of
Texas and the Charter of the City in the aggregate principal amount of$35,480,000 for the purpose of j
(i)refunding the Refunded Obligations and(ii)paying the costs of issuance associated with the issuance
of the Bonds. The Bonds are authorized pursuant to Chapter 1207,Texas Government Code("Chapter
1207"), and other applicable laws of the State of Texas.
2. (a)That the Bonds shall be sold as fully registered bonds,without interest coupons, dated
September 15, 2014, numbered consecutively from R-1 upward, payable to the respective initial
registered owners of the Bonds, or to the registered assignee or assignees of the Bonds, in any
denomination or denominations in any integral multiple of$5,000(an"Authorized Denomination"),and
maturing March 1, 2023.
I
(b) It is in the best interests of the City for the Bonds to be sold through a private placement. i
The City Manager is hereby authorized to enter into and carry out the terms of the bond purchase
agreement(the"Purchase Agreement")with JPMorgan Chase&Co. (the"Purchaser"), in substantially
1
i
the form attached to this Ordinance as Exhibit C. The Bonds shall be sold to the Purchaser at the price,
and subject to the terms and conditions,set forth in the Purchase Agreement.The City Council hereby i
finds that the sale of the Bonds to the Purchaser is on terms that are most advantageous to the City.
ty .
(c) The City Council finds that although the refunding results in a net present value loss to the
City of $49,842.70, and an aggregate increase of payments of $1,412,759.33, which amounts are j
attributable primarily to additional interest payments resulting from the extension of the final maturity of R
i
the Bonds beyond March 1, 2018, the refunding of the aggregate principal amount of the Refunded
Obligations is in the best interests of the City, for the following reasons: at the time the City issued the
Refunded Obligations,it was anticipated that it would be necessary to refund the Refunded Obligations
to avoid the balloon maturity payment due on the Refunded Obligations on March 1, 2018, a date
within ten years of the dated date of the Refunded Obligations,and current economic conditions make
it favorable to effect a refunding of the Refunded Obligations in a manner that minimizes the loss to be
I
incurred as a result of the refunding of such balloon payment due on the Refunded Obligations and
extending the maturity thereof beyond March 1, 2018. This finding is made in accordance with the
provisions of Section 1207.008,Texas Government Code.
i
3. (a) That the Bonds are not subject to redemption prior to their scheduled maturity at the
option of the City.
(b) The Bonds shall be subject to mandatory sinking fund redemption of the Bonds, on the
dates and in the amounts as set forth in the FORM OF BOND set forth in Exhibit A to this Ordinance.
(c) For so long as one hundred percent (100%) of the outstanding principal balance of the
Bonds is owned,jointly or severally,by the Purchaser,any successor or assignee thereof that is a wholly-
owned subsidiary of the Purchaser, or JPMorgan Chase Bank, N.A or its successors or assigns (the
"Bank"),no notice of any mandatory sinking fund redemption shall be required to be given by the City.
If any portion of the outstanding principal balance of the Bonds hereafter is owned by an entity that is
not the Purchaser,any successor or assignee thereof that is a wholly-owned subsidiary of the Purchaser,
or the Bank,the City shall cause notice of any redemption of Bonds to be given in the manner provided
in the FORM OF BOND set forth in Exhibit A to this Ordinance. By the date fixed for any such
redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the i
required redemption price for the Bonds or the portions thereof which are to be so redeemed, plus
accrued interest thereon to the date fixed for redemption. If such notice of redemption is given(to the
extent notice is required to be given), as provided in the FORM OF BOND set forth in Exhibit A to
this Ordinance,and if due provision for such payment is made,all as provided above,,the Bonds or the
portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to their
scheduled maturity,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 I
price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the
funds provided for such payment.The Paying Agent/Registrar shall record in the registration books all
such redemptions of principal of the Bonds or any portion thereof If a portion of any Bond shall be
redeemed a substitute Bond or Bonds having the same maturity date,bearing interest at the same rate,in
any 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 City, all as provided in this Ordinance.
2
a
i
i
4. That the Bonds shall bear interest at the rate of 2.20%per annum (the "Negotiated Rate").
The Bonds shall bear interest from the dates specified in the FORM OF BOND set forth in Exhibit j
to this Ordinance,and interest shall be payable on March 1,2015,and on each September 1 and March
1 thereafter until the maturity or prior redemption of the Bonds. The foregoing notwithstanding,upon
the occurrence of an Event of Default(as defined in Section 17 of this Ordinance),the Bonds thereafter
will bear interest at the rate of 8.00%per annum (the "Default Rate") until the Event of Default has
been cured by the City or the final maturity of the Bonds,whichever is the earlier to occur. Upon the i
cure of an Event of Default, the Bonds will cease bearing interest at the Default Rate and resume
bearing interest at the Negotiated Rate. Interest on the Bonds will be calculated on the basis of a 360
day year consisting of twelve 30-day months.
5. (a)That the City shall keep or cause to be kept at the designated corporate trust office in Fort
Worth, Texas (the "Designated Payment Office") of JPMorgan Chase Bank, N.A. (the "Paying
Agent/Registrar"), or such other bank,trust company, financial institution, or other agency named in
accordance with the provisions of(g) below, books or records of the registration and transfer of the j
Bonds (the "Registration Books"), and the City hereby appoints the,Paying Agent/Registrar as its
registrar and transfer agent to keep such books or records and make such transfers and registrations
under such reasonable regulations as the City and the 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 in the Registration
Books the address of such registered owner of each Bond to which payments with respect to the Bonds
shall be mailed,as herein provided. The City or its designee shall have the right to inspect the Registra- j
Lion Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying
Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law,
shall not permit their inspection by any other entity. Registration of each Bond may be transferred in
the Registration Books only upon presentation and surrender of such bond to the Paying Agent/-
Registrar for transfer of registration and cancellation, together with proper written instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing the assignment of such bond,or any portion thereof in any integral multiple of$5,000,to the
assignee or assignees thereof,and the right of such assignee or assignees to have such bond or any such
portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer
of any Bond or any portion thereof, a new substitute Bond or Bonds shall be issued in exchange
therefor in the manner herein provided.
I
(b) The entity in whose name any Bond shall be registered in the Registration Books at any time
shall be treated as the absolute owner thereof for all purposes of this Ordinance,whether such Bond
shall be overdue,and the City and the Paying Agent/Registrar shall not be affected by any notice to the
contrary;and payment of, or on account of,the principal of,premium,if any,and interest on any such
Bond shall be made only to such registered owner. All such payments shall be valid and effectual to
satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.
(c) The City hereby further a pp oints the P Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds,and to act as its agent to exchange or replace Bonds,
all as provided'in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments �
made by.the City and the Paying Agent/Registrar with respect to the Bonds, and of all exchanges i
thereof,and all replacements thereof,as provided in this Ordinance.
3 '
(d) Each Bond may be exchanged for fully registered bonds in the manner set forth herein.
Each Bond issued and delivered pursuant to this Ordinance,to the extent of the unredeemed principal
amount thereof, may, upon surrender thereof at the Designated Payment Office of the Paying
Agent/Registrar, together with a written request therefor duly executed by the registered owner or the
assignee or assignees thereof,or its or their duly authorized attorneys or representatives,with guarantee
of signatures satisfactory to the Paying Agent/Registrar,at the option of the registered owner or such
assignee or assignees,as appropriate,be exchanged for frilly registered bonds,without interest coupons,
in the form prescribed in the FORM OF BOND set forth in Exhibit A to this Ordinance, in an
Authorized Denomination(subject to the requirement hereinafter stated that each substitute Bond shall
have a single stated maturity date),as requested in writing by such registered owner or such assignee or
assignees,in an aggregate principal amount equal to the unredeemed principal amount of any Bond or
Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the
case may be. If a portion of any Bond shall be redeemed prior to its scheduled maturity as provided I
herein,a substitute Bond or Bonds having the same maturity date,beating interest at the same rate,in an
Authorized Denomination at the request of the registered owner,and in an aggregate principal amount i
equal to the unredeemed portion thereof,will be issued to the registered owner upon surrender thereof
for cancellation. If any Bond or portion thereof is assigned and transferred, each Bond issued in
exchange therefor shall have the same principal maturity date and bear interest at the same rate as the
Bond for which it is being exchanged. Each substitute Bond shall bear a letter and/or number to
distinguish it from each other Bond. The Paying Agent/Registrar shall exchange or replace Bonds as
provided herein,and each fully registered Bond delivered in exchange for or replacement of any Bond
or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of
the Bonds for all purposes of this Ordinance,and may again be exchanged or replaced. It is specifically
provided,however, that any Bond delivered in exchange for or replacement of another Bond prior to
the first scheduled interest payment date on the Bonds (as stated on the face thereof) shall be dated the
same date as such Bond,but each substitute Bond so delivered on or after such first scheduled interest
payment date shall be dated as of the interest payment date preceding the date on which such substitute
Bond is delivered,unless such substitute Bond is delivered on an interest payment date,in which case it
shall be dated as of such date of delivery; provided, however, that if at the time of delivery of any
substitute Bond the interest on the bond for which it is being exchanged has not been paid,then such
substitute Bond shall be dated as of the date to which such interest has been paid in full. On each
substitute Bond issued in exchange for or replacement of any Bond or Bonds issued under this
Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate,in the
form hereinafter set forth in the FORM OF BOND set forth in Exhibit A.to this Ordinance
"Authentication Certificate"). An authorized representative of the Paying Agent/Registrar shall,before
the delivery of any such substitute Bond,date such substitute Bond in the manner set forth above,and j
manually sign and date the Authentication Certificate,and no such substitute Bond shall be deemed to 7
be issued or outstanding unless the Authentication Certificate is so executed. The Paying
Agent/Registrar promptly shall cancel all Bonds surrendered for exchange or replacement. No addi-
tional 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 Bond or portion
hereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the j
substitute bonds in the manner prescribed herein. Pursuant to Chapter 1206,Texas Government Code,
the duty of exchange or replacement of any Bond as aforesaid is hereby imposed upon the Paying
Agent/Registrar,and,upon the execution of the Authentication Certificate,the exchanged or replaced
Bond shall be valid,incontestable,and enforceable in the same manner and with the same effect as the
Bonds which originally were delivered pursuant to this Ordinance,approved by the Attorney General,
4
i
and registered by the Comptroller of Public Accounts. Neither the City not the Paying Agent/Registrat j
shall be required (1) to issue,transfer,or exchange any Bond during a period beginning at the opening
of business 30 days before the day of the first mailing of a notice of redemption of Bonds and ending at
the close of business on the day of such mailing,or(2)to transfer or exchange any Bond so selected for '
redemption in whole when such redemption is scheduled to occur within 30 calendar days.
(e) All Bonds issued in exchange or replacement of any other Bond or portion thereof, (i) shall
be issued in fully registered form,without interest coupons,with the principal of and interest on such
Bonds to be payable only to the registered owners thereof, (ii)may be redeemed prior to their scheduled
maturity,(iii)may be transferred and assigned, (iv)may be exchanged for other Bonds, (v)shall have the
characteristics, (vi) shall be signed and sealed,and (vii) the principal of and interest on the Bonds shall
be payable,all as provided,and in the manner required or indicated,in the FORM OF BOND set forth
in Exhibit A to this Ordinance.
(f) The City shall pay the Paying Agent/Registrars reasonable and customary fees and charges
for making transfers of Bonds,but the registered owner of any Bond requesting such transfer shall pay
any taxes or other governmental charges required to be paid with respect thereto. The registered owner
of any Bond requesting any exchange shall pay the Paying Agent/Registrat's reasonable and standard or
customary fees and charges for exchanging any such Bond or portion thereof,together with any taxes or
governmental charges required to be paid with respect thereto, all as a condition precedent to the
exercise of such privilege of exchange,except,however,that in the case of the exchange of an assigned
and transferred Bond or Bonds or any portion or portions thereof in any integral multiple of$5,000,and
in the case of the exchange of the unredeemed portion of a Bond which has been redeemed in part prior
to maturity, as provided in this Ordinance, such fees and charges will be paid by the City. In addition,
the City hereby covenants with the registered owners of the Bonds that it will(i)pay the reasonable and
standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the
payment of the principal of and interest on the Bonds,when due,and(ii)pay the fees and charges of the
Paying Agent/Registrar for services with respect to the transfer or registration of Bonds solely to the
extent above provided,and with respect to the exchange of Bonds solely to the extent above provided.
(g) The City covenants with the registered owners of the Bonds that at all times while the Bonds
are outstanding the City will provide a competent and legally qualified bank, trust company, financial
institution,or other agency to act as and perform the services of Paying Agent/Registrar for the Bonds
under this Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the
right to,and may,at its option,change the Paying Agent/Registrar upon not less than 60 days written
notice to the Paying Agent/Registrar. In the event that the entity at any time acting as Paying
Agent/Registrar (or its successor by merger,acquisition, or other method) should resign or otherwise
cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified
national or state banking institution which shall be a corporation organized and doing business under
the laws of the United States of America or of any state, authorized under such laws to exercise trust
powers;subject to supervision or examination by federal or state authority, and whose qualifications
substantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/Registrar under
this Ordinance. Upon any change in the Paying Agent/Registrar,the previous Paying Agent/Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other
pertinent books and records relating to the Bonds,to the new Paying Agent/Registrar designated and
appointed by the City. Upon any change in the Paying Agent/Registrar,the City promptly will cause a
written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the
5
I
i
i
Bonds,by United States mail,first-class postage prepaid,which notice also shall give the address of the
new Paying Agent/Registrar. By accepting the position and performing as such, each Paying
Agent/Registrat 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.
I
I
(h) Each redemption notice,whether and to the extent required in the FORM OF BOND !
set forth in Exhibit A to this Ordinance or otherwise by this Ordinance,shall contain a description of
the Bonds to be redeemed,including the complete name of the Bonds,the series,the date of issue,the
interest rate, the maturity date, the CUSIP number (if any), the amounts called for redemption, the
publication and mailing date for the notice, the date of redemption,the redemption price,the name of
the Paying Agent/Registrar and the address at which the Bond may be redeemed,including a contact j
person and telephone number. All redemption payments made by the Paying Agent/Registrar to the
registered owners of the Bonds shall include CUSIP numbers relating to each amount paid to such
registered owner,if the Bonds beat a CUSIP number.
i
6. That the form of all Bonds,including the form of the Comptroller's Registration Certificate
to accompany the Bonds on the initial delivery thereof,the form of the Authentication Certificate,and
the Form of Assignment to be printed on each of the Bonds,shall be,respectively, substantially as set
forth in Exhibit A to this Ordinance,with such appropriate variations, omissions, or insertions as are
permitted or requited by this Ordinance.
E
1
7. (a) That a special fund or account, to be designated the "City of Fort Worth,Texas Series
2014 General Purpose Refunding Bonds Interest and Redemption Fund" (the"Interest and Redemption
Fund") is hereby created and shall be established and maintained by the City. The Interest and
Redemption Fund shall be kept separate and apart from all other funds and accounts of the City, and
shall be used only for paying the interest on and principal of the Bonds. All taxes levied and collected
for and on account of the Bonds shall be deposited, as collected, to the credit of the Interest and
Redemption Fund. During each year while any Bond is outstanding and unpaid,the City Council of the
City shall compute and ascertain the rate and amount of ad valorem tax,based on the latest approved
tax rolls of the City,with full allowances being made for tax delinquencies and costs of tax collections,
which will be sufficient to raise and produce the money requited to pay the interest on the Bonds as
such interest comes due,and to provide a sinking fund to pay the principal(including mandatory sinking
fund redemption payments set forth in the FORM OF BOND set forth in ExhibitA to this Ordinance)
of the Bonds as such principal matures,but never less than 2%of the outstanding principal amount of
the Bonds as a sinking fund each year. This rate and amount of ad valorem tax is hereby ordered to be I
levied and is hereby levied against all taxable property in the City for each year while any Bond is
outstanding and unpaid, and the ad valorem tax shall be assessed and collected each such year and _
deposited to the credit of the Interest and Redemption Fund. The ad valorem taxes necessary to pay the
interest on and principal of the Bonds,as such interest comes due,and such principal matures or comes
due through operation of the mandatory sinking fund redemption, as provided in the FORM OF
BOND set forth in Exhibit A to this Ordinance, are hereby pledged for such purpose,within the limit
prescribed by law. There shall be appropriated from the General Fund of the City for deposit into the i
Interest and Redemption Fund moneys as may be necessary to pay the first scheduled debt service
payments on the Bonds occurring on and before September 1, 2015.
(b) Chapter 1208,Texas Government Code,applies to the issuance of the Bonds and the pledge
of ad valorem taxes made under Section 7(a) of this Ordinance, and such pledge is therefore valid,
6
I
i
t
I
i
effective, and perfected. If Texas law is amended at any time while the Bonds are outstanding and
unpaid such that the pledge of ad valorem taxes made by the City under Section 7(a) of this Ordinance
is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in 1
order to preserve to the registered owners of the Bonds the perfection of the security interest in said
pledge,the City agrees to take such measures as it determines are reasonable and necessary under Texas
law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and I
enable a filing to perfect the security interest in said pledge to occur.
I
8. (a)That in the event any outstanding Bond is damaged,mutilated,lost,stolen,or destroyed,
the Paying Agent/Registrar shall cause to be printed,executed,and delivered,a new bond of the same
principal amount,maturity,and interest rate,as the damaged,mutilated,lost,stolen,or destroyed Bond, I
in replacement for such Bond in the manner hereinafter provided.
i
(b) Application for replacement of damaged,mutilated,lost,stolen,or destroyed Bonds shall be p
made to the Paying Agent/Registrar. In every case of loss,theft,or destruction of a Bond,the applicant
for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or
indemnity as may be required by them to save each of them harmless from any loss or damage with
i
respect thereto. Also,in every case of loss,theft,or destruction of a Bond,the applicant shall furnish to
the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss,theft,or destruction
of such Bond,as the case may be. In every case of damage or mutilation of a Bond,the applicant shall
surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) Notwithstanding the foregoing provisions of this Section,in the event any such Bond shall
have matured,and no default has occurred which is then continuing in the payment of the principal of,
redemption premium,if any, or interest on the Bond,the City may authorize the payment of the same
(without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a
replacement Bond,provided security or indemnity is furnished as above provided in this Section.
i
(d) Prior to the issuance of any replacement Bond,the Paying Agent/Registrar shall charge the
owner of such Bond with all legal, printing, and other expenses in connection therewith. Every
replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is
lost,stolen,or destroyed shall constitute a contractual obligation of the City whether the lost,stolen,or j
destroyed Bond shall be found at any time, or be enforceable by anyone,and shall be entitled to all the I
benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under
this Ordinance.
(e) In accordance with Chapter 1206,Texas Government Code,this Section of this Ordinance
shall constitute authority for the issuance of any such replacement bond without necessity of further
action by the governing body of the City or any other body or person,and the duty of the replacement
of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, subject to the
conditions imposed by this Section 8,and the Paying Agent/Registrar shall authenticate and deliver such
bonds in the form and manner and with the effect, as provided in Section 5(d) of this Ordinance for
Bonds issued in exchange for other Bonds.
9. That the Mayor,the City Manager,any Assistant City Manager,the Chief Financial Officer of i
the City,the Director of Finance,the City Treasurer,the City Secretary 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
I
7
k
it
execute, acknowledge, and deliver in the name and under the seal and on behalf of the City all such
instruments,whether herein mentioned,as may be necessary or desirable in order to carry out the terms
and provisions of this Ordinance or the Bonds,including,without limitation,effecting the redemption i
of the Refunded Obligations. In case any officer whose signature appears on any Bond shall cease to be
such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient
for all purposes the same as if he or she had remained in office until such delivery. The City Manager of
the City or the designee thereof is hereby authorized to have control of the Bonds and all necessary j
records and proceedings pertaining to the Bonds pending their delivery and their investigation,
examination and approval by the Attorney General of the State of Texas, and their registration by the
Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds, said
Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall i
manually sign the Comptroller's Registration Certificate accompanying the Bonds,and the seal of said
Comptroller shall be impressed, or placed in facsimile, on each such certificate. The City Council
hereby authorizes the payment of the fee of the Office of the Attorney General of the State of Texas for
the examination of the proceedings relating to the issuance of the Bonds,in the amount determined in
accordance with the provisions of Section 1202.004,Texas Government Code.
I
10. That the proceeds from the sale of the Bonds shall be used in the manner described in a
letter of instructions executed by or on behalf of the City,provided, that any proceeds representing
accrued interest on the Bonds shall be deposited to the credit of the Interest and Redemption Fund and P
any proceeds representing premium on the Bonds shall be used in a manner consistent with the I
provisions of Section 1201.042(d),Texas Government Code.
i
11. That the Issuer covenants to take any action to assure, or refrain from any action which
would adversely affect, the treatment of the Bonds as obligations described in section 103 of the
Internal Revenue Code of 1986 (the "Code"), the interest on which is not includable in the "gross
income of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer
covenants as follows:
I
(a) to take any action to assure that no more than 10 percent of the proceeds of the
I
Bonds or the projects financed or refinanced therewith (less amounts deposited to a reserve
fund,if any)are used for any"private business use",as defined in section 141(b)(6)of the Code
or,if more than 10 percent of the proceeds are so used,that amounts,whether received by the
I
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 Bonds,in contravention of section 141(b)(2) of the
Code;
(b) to take any action to assure that in the event that the "private business use" ;
described in subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed or refinanced therewith (less amounts deposited into a reserve fund,if any)
then the amount in excess of 5 percent is used for a "private business use" which is "related"
and not "disproportionate", within the meaning of section 141(b)(3) of the Code, to the
governmental use;
I
I
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve
8
I
u
,
i
I
fund, if any) is directly or indirectly used to finance loans to persons, other than state or local
governmental units,in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Bonds j
being treated as "private activity bonds" within the meaning of section 141(b) of the Code;
i
(e) to refrain from taking any action that would result in the Bonds being"federally
guaranteed"within the meaning of section 149(b) of the Code; I
(f) to refrain from using any portion of the proceeds of the Bonds,directly or indi-
rectly, to acquire or to replace funds which were used, directly or indirectly, to acquire j
investment property (as defined in section 148(b)(2) of the Code) which produces a materially
higher yield over the term of the Bonds, other than investment property acquired with --
(1) proceeds of the Bonds invested for a reasonable temporary period until
such proceeds are needed for the purpose for which the Bonds are issued,
!
(2) amounts invested in a bona fide debt service fund,within the meaning
of section 1.148-1(b) of the Treasury Regulations, and
i
(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
Bonds;
I
to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds,as may be necessary,so that the Bonds do not otherwise contravene the
requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, I
section 149(d) of the Code (relating to advance refundings);and
I
(h) to pay to the United States of America at least once during each five-year period
r
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of
the "Excess Earnings", within the meaning of section 148(0 of the Code and to pay to the
United States of America, not later than 60 days after the Bonds have been paid in full, 100
percent of the amount then required to be paid as a result of Excess Earnings under section
148(f).of the Code. C
I
For purposes of the foregoing clauses(a)and(b) above,the Issuer understands that the term"proceeds"
includes "disposition proceeds" as defined in the Treasury Regulations and,in the case of a refunding
bond,transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of
the issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein are
intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S.
Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter
promulgated which modify or expand provisions of the Code,as applicable to the Bonds,the Issuer will
not be required to comply with any covenant contained herein to the extent that such failure to comply,
in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption from
federal income taxation of interest on the Bonds 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 Bonds, the Issuer agrees to comply with the additional requirements to the extent
9
I
i
I
necessary,in the opinion of nationally-recognized bond counsel,to preserve the exemption from federal
income taxation of interest on the Bonds under section 103 of the Code. In furtherance of the
foregoing,each of the Mayor,the City Manager,any Assistant City Manager,the Chief Financial Officer
of the City,the Director of Finance and the City Treasurer may execute any certificates or other reports
required by the Code and to make such elections,on behalf of the City,which may be permitted by the i
Code as are consistent with the purpose for the issuance of the Bonds.
i
In order to facilitate compliance with the above clause(h),a"Rebate Fund"is hereby established
by the City for the sole benefit of the United States of America, and such Rebate Fund shall not be
subject to the claim of any other person, including without limitation the registered owners of the,
Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148 of j
the Code.
12. (a) Disposition of Project. That the Issuer covenants that.the property financed or refinanced
with the proceeds of the Bonds will not be sold or otherwise disposed in a transaction resulting in the
receipt by the Issuer of cash or other compensation,unless the Issuer obtains an opinion of nationally- i
recognized bond counsel substantially to the effect that such sale or other disposition will not adversely
affect the tax-exempt status of the Bonds. For purposes of this Section, the portion of the property
comprising personal property and disposed of in the ordinary course of business shall not be treated as a
transaction resulting in the receipt of cash or other compensation. For purposes of this Section, the
Issuer shall not be obligated to comply with this covenant if it obtains an opinion of nationally-
recognized bond counsel to the effect that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
(b) ]batten Procedures. That until superseded by another action of the City, the written
procedures to ensure compliance with the covenants contained herein regarding private business use,
remedial actions,arbitrage and rebate approved by the City in the ordinance adopted July 24,2012,with
respect to the issuance of City of Fort Worth, Texas Water and Sewer System Revenue Refunding
Bonds, Series 2012, apply to the issuance of the Bonds.
13. (a) Definitions. That, as used in this Section, the following terms shall have the meanings
I
ascribed to such terms below:
"Business Day" means a day other than a Saturday, Sunday, a legal holiday;or a day on
which banking institutions are authorized by law or executive order to close in the City or the
city where the Designated Payment Office of the Paying Agent/Registrar is located.
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
�I
"SEC' means the United States Securities and Exchange Commission.
(b) Annual Reports. (i) The City shall provide annually to the MSRB,within six months after the
end of each fiscal year ending in or after 2014, financial information and operating data with respect to
the City of the general type described in Exhibit B hereto. Any financial statements so to be provided
shall be(1)prepared in accordance with the accounting principles described in Exhibit B hereto,or such j
other accounting principles as the City may be required to employ from time to time pursuant to state
io
I
i
law or regulation, and (2) audited,if the City commissions an audit of such statements and the audit is
i
completed within the period during which they must be provided. If the audit of such financial '
statements is not complete within such period, then the City shall provide unaudited financial
information of the type described in the tables referred to in Exhibit B by the required time, and shall
provide audited financial statements for the applicable fiscal year to the MSRB,when and if the audit
report on such statements becomes available. For so long as one hundred percent (100 1/6) of the
outstanding principal balance of the Bonds is owned, jointly or severally, by the Purchaser, any
successor or assignee thereof that is a wholly-owned subsidiary of the Purchaser,or the Bank,a copy of
the information that is filed with the MSRB will be filed with the Paying Agent/Registrar promptly after
the filing is made to the MSRB.
I
i
(ii) If the City changes its fiscal year,it will notify the MSRB and the Paying Agent/Registrar of
the change (and of the date of the new fiscal year end) prior to the next date by which the City
otherwise would be required to provide financial information and operating data pursuant to this
Section. The financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document, if it is available from the MSRB) that
theretofore has been provided to the MSRB or filed with the SEC. Filings shall be made electronically,
in such format as is prescribed by the MSRB.
i
(c) Disclosure Event Notices. The City shall notify the MSRB of any of the following events with
respect to the Bonds,in a timely manner not in excess of ten Business Days after the occurrence of the
event:
i
1. Principal and interest payment delinquencies;
2. Non-payment related defaults,if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties; I
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,the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB) or other material notices or determinations with respect to the tax
status of the Bonds, or other material events affecting the tax status of the
Bonds;
7. Modifications to rights of holders of the Bonds,if material;
S. Bond calls,if material, and tender offers; i
9. Defeasances; j
10. Release, substitution, or sale of property securing repayment of the Bonds, if I
material;
11. Rating changes;
12. Bankruptcy,insolvency, receivership or similar event of the City;
13. The consummation of a merger,consolidation,or acquisition involving the City
or the sale of all or substantially all of the assets of the City, other than in the
ordinary course of business,the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms,if material; and
i
i
I1
i
1
i
I
7
II
14. Appointment of a successor Paying Agent/Registrar or change in the name of
the Paying Agent/Registrar,if material. I
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide financial
information or operating data in accordance with subsection(b) of this Section by the time required by
subsection (a). As used in clause 12 above,the phrase"bankruptcy,insolvency,receivership or similar
event" means the appointment of a receiver, fiscal agent or similar officer for the City in a proceeding
under the U.S.Bankruptcy Code or in any other proceeding under state or federal law in which a court
or governmental authority has assumed jurisdiction over substantially all of the assets or business of the
City,or if jurisdiction has been assumed by leaving the City Council and official or officers of the City in
possession but subject to the supervision and'orders of a court or governmental authority,or the entry
of an order confirming a plan of reorganization,arrangement or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the City.
For so long as one hundred percent(100%) of the outstanding principal balance of the Bonds is owned,
jointly or severally,by the Purchaser,any successor or assignee thereof that is a wholly-owned subsidiary
of the Purchaser, or the Bank,a copy of the disclosure event notice that is filed with the MSRB will be
filed with the Paying Agent/Registrar promptly after the filing is made to the MSRB.
I
(d) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to observe and
perform the covenants specified in this Section for so long as,but only for so long as,the City remains
an"obligated person"with respect to the Bonds within the meaning of the Rule,except that the City in
any event will give notice of any deposit made in accordance with this Ordinance or applicable law that
causes any Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners
i
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right,remedy, or claim hereunder to any other person. The City undertakes to provide only
the financial information,operating data,financial statements,and notices which it has expressly agreed
to provide pursuant to this Section and does not hereby undertake to provide any other information that
may be relevant or material to a complete presentation of the City's financial results, condition, or
prospects or to update any information provided in accordance with this Section or otherwise,except as j
expressly provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON,IN CONTRACTOR
TORT,FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE
CITY,WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART,OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH
PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH
SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
(iv) Any default by the City in observing or performing its obligations under this Section shall
not comprise a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim,waive, or otherwise limit the
duties of the City under federal and state securities laws.
12
f
i
I
(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.
I
i
(vi) The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a change in
the identity,nature,status,or type of operations of the City,but only if(1)the provisions of this Section,
as so amended,would have permitted an underwriter to purchase or sell Bonds in the primary offering
of the Bonds in compliance with the Rule,taking into account any amendments or interpretations of the C
Rule since such offering as well as such changed circumstances and (2) either (a) the holders of a
majority in aggregate principal amount (or any greater amount required by any other provision of this 1
Ordinance that authorizes such an amendment) of the outstandingBonds consent to such amendment
or(b)a person that is unaffiliated with the City(such as nationally recognized bond counsel)determines I
that such amendment will not materially impair the interest of the holders and beneficial owners of the
Bonds. If the City so amends the provisions of this Section,it shall include with any amended financial
information or operating data next provided in accordance with subsection (b) of this Section an
explanation,in narrative form,of the reason for the amendment and of the impact of any change in the I
type of financial information or operating data so provided. The City may also amend or repeal the
provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable
provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are
invalid, but only if and to the extent that the provisions of this sentence would not prevent an
underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds.
,I
14. That concurrently with the delivery of the Bonds,the Chief Financial Officer of the City
shall cause to be deposited with BOKF, NA, d/b/a Bank of Texas, N.A., the paying agent for the
Refunded Obligations (the"Deposit Agent"),under the terms of the Deposit Agreement between the
City and the Deposit Agent (the "Deposit Agreement"), the amounts described in the letter of
instructions referred to in Section 10 of this Ordinance to provide for the refunding of the Refunded
Obligations in accordance with Chapter 1207. For this purpose,the City Council authorizes the City
Manager or any Assistant City Manager and the City Secretary to execute the Deposit Agreement,in
substantially the form and substance attached to this Ordinance as Exhibit D.
15. That the Bonds shall not be issued and delivered in such manner that the Bonds shall be
held in book-entry only form with a depository, such as The Depository Trust Company, New York,
New York.
16. (a) Defeated Bonds. That any Bond and the interest thereon shall be deemed to be paid,
retired and no longer outstanding(a"Defeased Bond")within the meaning of this Ordinance,except to
the extent provided in subsection (d) of this Section,when payment of the principal of such Bond,plus
interest thereon to the due date(whether such due date be by reason of maturity or otherwise) either(i)
shall have been made or caused to be made in accordance with the terms thereof,or(ii) shall have been
provided for on or before such due date by irrevocably depositing with or making available to the
Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future
Escrow Agreement") for such payment(1) lawful money of the United States of America sufficient to
make such payment or(2) Defeasance Securities that mature as to principal and interest in such amounts
and at such times as will insure the availability,without reinvestment,of sufficient money to provide for
such payment, and when proper arrangements have been made by the Issuer with the Paying
13
I
Ii
i
Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and
payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder,as aforesaid,such i
Bond and the interest thereon shall no longer be secured by,payable from,or entitled to the benefits of,
the ad valorem taxes or revenues herein levied and pledged as provided in this Ordinance, and such
principal and interest shall be payable solely from such money or Defeasance Securities.
Notwithstanding any other provision of this Ordinance to the contrary,it is hereby provided that any
determination not to redeem Defeased Bonds that is made in conjunction with the payment
arrangements specified in subsection 16(a)(i) or (ii) shall not be irrevocable, provided that: (1) in the
proceedings providing for such payment arrangements,the Issuer expressly reserves the right to call the
Defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the
Defeased Bonds immediately following the making of the payment arrangements;and (3) directs that
notice of the reservation be included in any redemption notices that it authorizes.
(b) Investment in Defeasance Securities. Any moneys so deposited with the Paying
Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities,
maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance
Securities received by the Paying Agent/Registrar that is not required for the payment of the Bonds and
interest thereon,with respect to which such money has been so deposited, shall be turned over to the
Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to
which the money and/or Defeasance Securities are held for the payment of Defeased Bonds may
contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities I
or the substitution of other Defeasance Securities upon the satisfaction of the requirements specified in
subsection 16(a)(i) or (ii). All income from such Defeasance Securities received by the Paying y
Agent/Registrar which is not required for the payment of the Defeased Bonds,with respect to which
such money has been so deposited,shall be remitted to the Issuer or deposited as directed in writing by
the Issuer.
f
(c) Defeasance Securities Defined. The term "Defeasance Securities" means (i) direct,
noncallable obligations of the United States of America,including obligations that are unconditionally
guaranteed by the United States of America,(ii)noncallable obligations of an agency or instrumentality
of the United States of America,including obligations that are unconditionally guaranteed or insured by d
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 the governing body of the Issuer adopts or
approves the proceedings authorizing the financial arrangements are rated as to investment quality by a I
nationally recognized investment rating firm not less than AAA or its equivalent.
(d) Paying AgentlRegistrar Services. Until all Defeased Bonds shall have become due and
payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such
Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper
arrangements to provide and pay for such services as required by this Ordinance.
(e) Selection of Bonds for Defeasance. In the event that the Issuer elects to defease less than all of
the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be
selected, such amount of Bonds by such random method as it deems fair and appropriate.
14
i
i
ii
17. (a) Events of Default. That each of the following occurrences or events for the purpose of
this Ordinance is hereby declared to be an Event of Default:
i
(i) the failure to make payment of the principal of or interest on any of the Bonds when
the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City,the failure to perform which materially,adversely affects the rights of the
registered owners of the Bonds, including, but not limited to, their prospect or ability to be
repaid in accordance with this Ordinance,and the continuation thereof for a period of 60 days j
after notice of such default is given by any registered owner to the City.
(b) Remedies for Default.
v
(i) Upon the happening of any Event of Default,then and in every case,any registered
owner or an authorized representative thereof,including,but not limited to,a trustee or trustees
therefor,may proceed against the City, or any official, officer or employee of the City in their
official capacity,for the purpose of protecting and enforcing the rights of the registered owners
under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at
law,in any court of competent jurisdiction,for any relief permitted by law,including the specific
performance of any covenant or agreement contained herein, or thereby to enjoin any act or
thing that may be unlawful or in violation of any right of the registered owners hereunder or any
combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all registered owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
I
(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 Bonds or now or hereafter
existing at law or in equity;provided, however, that notwithstanding any other provision of this
Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a
remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy. I
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
registered owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to a
personal or pecuniary liability or charge against the officers,employees or trustees of the City or
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
15
I
i
I
Ordinance, or because of any Event of Default or alleged Event of Default under this
Ordinance.
i
18. That for all purposes of this Ordinance,unless the context requires otherwise,all references
I
to designated Sections and other subdivisions are to the Sections and other subdivisions of this
Ordinance. The words "herein", "hereof'and "hereunder" and other words of similar import refer to
this Ordinance as a whole and not to any particular Section or other subdivision. Except where the
context otherwise requires, terms defined in this Ordinance to impart the singular number shall be
considered to include the plural number and vice versa. References to any named person shall mean I
that party and its successors and assigns. References to any constitutional, statutory or regulatory I
provision means such provision as it exists on the date this Ordinance is adopted by the City and any
future amendments thereto or successor provisions thereof. Any reference to the payment of principal
in this Ordinance shall be deemed to include the payment of any mandatory sinking fund redemption
payments as described herein. The titles and headings of the Sections and subsections of this Ordinance
have been inserted for convenience of reference only and are not to be considered a part hereof and
shall not in any way modify or restrict any of the terms or provisions hereof. The findings set forth in
the preamble to this Ordinance are hereby incorporated into the body of this Ordinance and made a
past hereof for all purposes.
i
19. That all ordinances and resolutions or parts thereof in conflict herewith are hereby repealed.
r
20. That in accordance with the provisions of Section 1201.028,Texas Government Code,this I
Ordinance shall be effective immediately upon its adoption by the City Council.
i
I
21. 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.
h
4
I
I
�I
1
I
I
i
i
16
i
I
v
f
ADOPTED this September 23,2014. j
i
ayor, ty of F r orth,Texas {
i
ATTEST:
t �
City Secr ,moo o i
City of F or ,Texas $ $� i
APPROVED AS TO FORM AND LEGALITY: $p�
City Attorn y, City of Fort Worth,Texas
Signature Page=Ordinance Authori#ng Issuance of General Purpose Refunding Bonds,Series 2014
I
I
i
i
I
F
i
Ordinance No.21473-09-2014
Page 17 of 17 I
4
I
i
4
1
EXHIBIT A
FORM OF BOND
NO. $ i
UNITED STATES OF AMERICA i
STATE OF TEXAS
COUNTIES OF TARRANT,DENTON,WISE,PARKER AND JOHNSON
CITY OF FORT WORTH,TEXAS
GENERAL PURPOSE REFUNDING BOND
SERIES 2014
MATURITY DATE INTEREST RATE DELIVERY DATE I
March 1, 2023 2.20%
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH,
TEXAS (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to
or to the registered assignee hereof (either being hereinafter called the
"registered owner") the principal amount of.
DOLLARS
and to pay interest thereon, from the Delivery Date specified above, to the maturity date specified
above, or the date of its redemption prior to scheduled maturity, at the rate of interest per annurn
specified above (the "Negotiated Rate"), with said interest being payable on March 1, 2015, and
semiannually on each September 1 and March 1 thereafter;except that if the Paying Agent/Registrar's
Authentication'Certificate appearing on the face of this Bond is dated later than March 1, 2015, such
interest is payable semiannually on each September 1 and March 1 following such date. The foregoing
notwithstanding, upon the occurrence of an Event of Default (as defined in the hereinafter defined
Ordinance), the Bonds will commence bearing interest at the rate of 8.00% per annum (the "Default
Rate") until such time as the Event of Default has been cured by the Issuer, or the final maturity of the
Bonds occurs,whichever is the earlier to occur. Upon the cute of an Event of Default,the Bonds will
cease bearing interest at the Default Rate and resume bearing interest at the Negotiated Rate. Interest
on this Bond shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. ..
i
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America,without exchange or collection charges. The principal of this Bond shall be
paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or
redemption prior to maturity at the designated corporate trust office in Fort Worth, Texas (the
"Designated Payment Office"),of JPMorgan Chase Bank,N.A.,which is the"Paying Agent/Registrar"
for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to
the registered owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at
the close of business on the 15th day of the month next preceding such interest payment date by check,
dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely
A-1
i
I
' I
P
I
I
i
from,funds of the Issuer required to be on deposit with the Paying Agent/Registrar for such purpose as
hereinafter provided;and such check shall be sent by the Paying Agent/Registrar by United States mail,
first-class postage prepaid, on each such interest payment date, to the registered owner hereof at its
address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter
described. Any accrued interest due at maturity or upon redemption of this Bond prior to maturity as !
provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for !
redemption and payment at the Designated Payment Office of the Paying Agent/Registrar. The Issuer
covenants with the registered owner of this Bond that no later than each principal payment and/or
interest payment date for this Bond it will make available to the Paying Agent/Registrar from the l
Interest and Redemption Fund as defined by the ordinance authorizing the Bonds (the"Ordinance")the
amounts required to provide for the payment, in immediately available funds, of all principal of and
interest on the Bonds,when due. The foregoing notwithstanding,for so long as the registered owner of
one hundred percent (100%) of the outstanding principal amount of the Bonds is one of the entities,
either severally or Jointly,described in the first sentence of Section 3(c) of the Ordinance,it shall not be
necessary for the registered owner of this Bond to present this Bond for payment upon a mandatory
sinking fund redemption of the Bonds, as further provided for below.
"
IN THE EVENT OF A NON-PAYMENT of interest on a scheduled payment date,and for 30
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest have r
i
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)
i
shall be sent at least five business days prior to the Special Record Date by United States mail,first class
postage prepaid,to the address of each registered owner of a Bond appearing on the registration books j
of the Paying Agent/Registrar at the close of business on the last business day next preceding the date
of mailing of such notice.
i
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday,a legal holiday,or a day on which banking institutions in the city where the Designated Payment .
Office of the Paying Agent/Registrar is located are authorized by law or executive order to close,then
the date for such payment shall be the next succeeding day which is not such a Saturday,Sunday,legal
holiday, or day on which banking institutions are authorized to close;and payment on such date shall !
have the same force and effect as if made on the original date payment was due.
THIS BOND is one of a Series of Bonds of like tenor and effect except as to number,principal
I
amount, interest rate, maturity and option of redemption, dated September 15, 2014, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of$35,4$0,000
for the following purposes,to-wit:refunding the Refunded Obligations (as defined in the Ordinance);
and to pay the costs incurred in connection with the issuance of the Bonds.
i
THE BONDS are not subject to redemption at the option of the Issuer prior to their scheduled
maturity.
it
THE BONDS are subject to mandatory redemption in part by lot pursuant to the terms of the
Ordinance, on March 1 in each of the years 2015 through 2023,inclusive,in the following years and in
I
i
A-2
i
i
1
I
the following amounts,at a price equal to the principal amount thereof and accrued and unpaid interest
to the date of redemption,without premium:
I
Year Principal Amount
2015 3,945,000
2016 3,945,000
2017 3,945,000
2018 3,945,000 j
2019 3,940,000
2020 3,940,000
2021 3,940,000
2022 3,940,000
2023* 3,940,000
i
* Final Maturity
1
To the extent,however,that Bonds subject to sinking fund redemption have been previously purchased
or called for redemption in part and otherwise than from a sinking fund redemption payment, each
annual sinking fund payment for such Bond shall be reduced by the amount obtained by multiplying the
principal amount of Bonds so purchased or redeemed by the ratio which each remaining annual sinking
fund redemption payment for such Bonds bears to the total remaining sinking fund payments, and by
rounding each such payment to the nearest$5,000 integral.
i
FOR SO LONG AS THE REGISTERED OWNER OF ONE HUNDRED PERCENT
(100%) OF THE BONDS IS ONE OF THE ENTITIES, EITHER SEVERALLY OR JOINTLY,
DESCRIBED IN THE FIRST SENTENCE OF SECTION 3(c) OF THE ORDINANCE, NO
NOTICE OF A REDEMPTION OF THE BONDS AS DESCRIBED ABOVE SHALL BE
REQUIRED.
i
i
THE FOREGOING PARAGRAPH NOTWITHSTANDING,if an owner of any Bond is not i
an entity described in the first sentence of Section 3(c) of the Ordinance, at least 30 days prior to the
date fixed for any such redemption a written notice of such redemption shall be given to the registered
owner of each Bond or a portion thereof being called for redemption by depositing such notice in the
United States mail, first class postage prepaid, addressed to each such registered owner at his address
shown on the Registration Books of the Paying Agent/Registrar. Any notice so mailed shall be
conclusively presumed to have been duly given notwithstanding whether one or more registered owners
may have failed to have received such notice. By the date fixed for any such redemption due provision
shall be made by the Issuer with the Paying Agent/Registrar for the payment of the required redemption
price for this Bond or the portion hereof which is to be so redeemed,plus accrued interest thereon to
the date fixed for redemption. If such notice of redemption is given, and if due provision for such
i
payment is made, all as provided above, this Bond, or the portion hereof which is to be so redeemed,
thereby automatically shall be redeemed prior to its scheduled maturity,and shall not bear interest after
the date fixed for its redemption,and shall not-be regarded as being outstanding except for the right of
the registered owner to receive the redemption price plus accrued interest to the date fixed for i
redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying i
I
A-3
f
I
I
Agent/Registrar shall record in the Registration Books all such redemptions of principal of this Bond or
any portion hereof. If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the
i
same maturity date, bearing interest at the same rate, in any denomination or denominations in any
integral multiple of$5,000 (an "Authorized Denomination"), at the written request of the registered
owner,and in aggregate principal amount equal to the unredeemed portion thereof,will be issued to the j
registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as
provided in the Ordinance.
i
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds,without interest
coupons, in any Authorized Denomination. As provided in the Ordinance, this Bond, or any
unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees
hereof,be assigned,transferred,and exchanged for a like aggregate principal amount of fully registered
bonds,without interest coupons,payable to the appropriate registered owner,assignee,or assignees,as
the case may be,having the same maturity date,and bearing interest at the same rate,in any Authorized
Denomination as requested in writing by the appropriate registered owner,assignee,or assignees,as the
case may be, upon surrender of this Bond to the Paying Agent/Registrar at its Designated Payment
Office for cancellation, all in accordance with the form and procedures set forth in the Ordinance.
Among other requirements for such assignment and transfer, this Bond must be presented and
surrendered to the Paying Agent/Registrar,together with proper instruments of assignment,in form and i
with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this
Bond or any portion or portions hereof in any integral multiple of$5,000 to the assignee or assignees in
whose name or names this Bond or any such portion or portions hereof is or are to be transferred and
registered. The form of Assignment printed or endorsed on this Bond may be executed by the
registered owner to evidence the assignment hereof, but such method is not exclusive, and other
instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the
assignment of this Bond or any portion or portions hereof from time to time by the registered owner.
The one requesting such exchange shall pay the Paying Agent/Registrar's reasonable standard or '
customary fees and charges for exchanging any Bond or portion thereof. The foregoing
notwithstanding,in the case of the exchange of a portion of a Bond which has been redeemed prior to
maturity, as provided herein, and in the case of the exchange of an assigned and transferred Bond or
Bonds or any portion or portions thereof,such fees and charges of the Paying Agent/Registrar will be
paid by the Issuer. In any circumstance, any taxes or governmental charges required to be paid with
respect thereto shall be paid by the one requesting such assignment,transfer,or exchange as a condition
precedent to the exercise of such privilege. In any circumstance, neither the Issuer not the Paying
Agent/Registrar shall be required (1)to make any transfer or exchange during a period beginning at the
opening of business 30 days before the day of the first mailing of a notice of redemption of bonds and
ending at the close of business on the day of such mailing,or (2) to transfer or exchange any Bonds so
selected fox redemption when such redemption is scheduled to occur within 30 calendar days.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer,resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor, and promptly will cause written notice
thereof to be mailed to the registered owners of the Bonds.
I
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond,and the series of
which it is a part, is duly authorized by law; that all acts, conditions and things required to be done
A-4
i
i
precedent to and in the issuance of this series of bonds,and of this Bond,have been properly done and
performed and have happened in regular and due time, form and manner as required by law; that
sufficient and proper provision for the levy and collection of taxes has been made, which, when
collected, shall be appropriated exclusively to the payment of this Bond and the series of which it is a
part; and that the total indebtedness of the City of Fort Worth, Texas, including the entire series of
bonds of wbich this is one, does not exceed any constitutional, statutory or charter limitation.
I
BY BECOMING the registered owner of this Bond,the registered owner thereby acknowledges
all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions,
acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes
and records of the governing body of the Issuer,and agrees that the terms and provisions of this Bond
and the Ordinance constitute a contract between each registered owner hereof and the Issuer.
i
IN WITNESS WHEREOF,this Bond has been signed with the manual or facsimile signature of
the Mayor, attested with the manual or facsimile signature of the City Secretary, and approved as to
form and legality with the manual or facsimile signature of the City Attorney,and the official seal of the
Issuer has been duly affixed to, or impressed, or placed in facsimile, on this Bond.
CITY OF FORT WORTH,TEXAS
Mayor, City of Fort Worth,Texas
I
ATTEST:
i
I
City Secretary, City of Fort Worth,Texas
I
APPROVED AS TO FORM AND LEGALITY:
I
i
(SEAL) I
G
City Attorney, City of Fort Worth,Texas
f
I
A-5 !i
I
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the proceedings
adopted by the Issuer as described in the text of this Bond; and that this Bond has been issued in
conversion of and exchange for or replacement of a bond,bonds,or a portion of a bond or bonds of an
issue which originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
I
Dated: JPMORGAN CHASE BANK, N.A.,
Paying Agent/Registrar
By i
Authorized Representative I
I
i
i
II
I
I
i
1
i
i
I
i
I
i
I
i
I
i
A-6
i
i
ASSIGNMENT ,
FOR VALUE RECEIVED, the undersigned hereby sells,assigns and transfers unto I
I
Please insert Social Security or Taxpayer
Identification Number of Transferee
I
a
(Please print or typewrite name and address,including
zip code of Transferee)
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints l
attorney to register the transfer of the within Bond on the
books kept for registration thereof,with full power of
i
substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by NOTICE: The signature above must
a member firm of the New York Stock correspond with the name of the Registered
Exchange or a commercial bank or trust Owner as it appears upon the front of this
company. Bond in every particular, without alteration or
enlargement or any change whatsoever.
A-7
i
i
i
i
i
I
OFFICE OF COMPTROLLER
REGISTER NO.
STATE OF TEXAS I
I
I hereby certify that this Bond has been examined,certified as to validity,and approved by the
Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS MY HAND and seal of office at Austin,Texas
I
I
Comptroller of Public Accounts of the j
State of Texas
(SEAL)
i
i
I�
I
i
I
i
I
i
i
i
' I
I
I
I
A-8
�k
I
I
I
Exhibit B
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The Following information is referred to in Section 13 of this Ordinance.
Annual Financial Statements and Operating Data j
The financial information and operating data with respect to the City to be provided annually mi
accordance with such Section are as specified below:
,
I
The City has agreed to update annually financial information and operating data with respect to i
the City of the general type included in the official statement for the City's General Purpose Refunding
and Improvement Bonds, Series 2013, as set forth in tables 1 through 6, inclusive, and 8 through 15,
inclusive, contained in such official statement, and Appendix B to such official statement, "Excerpts
from the Annual Financial Report of the City of Fort Worth, Texas". The above-described
financial information and operating data with respect to the City is hereby incorporated by reference,
and in Section 13 of this Ordinance the City has agreed to annually update such financial information
and operating data in accordance with Rule 15c2-12,promulgated by the United States Securities and
Exchange Commission.
Accounting Principles
The accounting principles referred to in Section 13 of this Ordinance are the accounting
principles described in the notes to the annual financial report referred to above.
i
I
I
I
I
I
I
I
I
,
I
I
B-1 ,I
I
I
i
i
i
f
I
I
EXHIBIT C
i
FORM OF BOND PURCHASE AGREEMENT
September 23, 2014
Honorable Mayor and City Council
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Re: $35,480,000 City of Fort Worth, Texas General Purpose Refunding Bonds,
Series 2014, dated September 15, 2014
Ladies and Gentlemen: i
i
JPMorgan Chase&Co.,Fort Worth,Texas and its successors or assigns as restricted herein
(collectively,the "Purchaser")hereby offers to purchase from the City of Fort Worth,Texas (the
"City") the captioned Bonds (the 'Bonds"), and, upon acceptance of this offer by the City, such
offer will become a binding agreement between the Purchaser and the City. This offer must be
accepted by 11:59 pm,Fort Worth time,September 23,2014,and if not so accepted will be subject
to withdrawal. Capitalized terms not otherwise defined herein shall have the meanings assigned
such terms in the Ordinance (defined below). i
1. Purchase Price: The purchase price for the Bonds will be at par.
2. Terms of Bonds: The Bonds shall consist of one term bond in the principal amount of F
$35,480,000 maturing on March 1,2023,bearing interest from the date of initial delivery of 4
the Bonds to the Purchaser at an interest rate of 2.20% per annum with interest being
payable on March 1,2015, and semiannually on each September 1 and March 1 thereafter,
and with mandatory sinking fund redemption payments as set forth on Schedule I hereto.
The Bonds are NOT subject to optional redemption prior to their scheduled maturity. The
Bonds shall have such other terms and conditions as are set forth in the Ordinance
Authorizing the Issuance of the Bonds adopted by the City Council of the City on September
23,2014(the"Ordinance") The Purchaser acknowledges receipt prior to the date hereof of
a draft of the Ordinance. The Bonds shall be secured by and payable from the proceeds of
ad valorem taxes assessed and collected by the City.
3. Closing: At the Closing (defined below) the City shall deliver and the Purchaser shall
purchase the Bonds. Upon payment of the purchase price therefor,the City shall deliver the I
Bonds to the Purchaser. Payment of the purchase price and delivery of the Bonds shall
occur at 10:00 a.m. Fort Worth time, on October 28,2014, or at such other time as shall be I
mutually agreed upon(hereinafter referred to as the"Closing").The Closing shall take place
at the offices of Kelly Hart&Hallman LLP, Fort Worth, Texas, or such other location as
may be mutually agreed upon.
i
C-1
i
4
L__
i
!
i
4. Conditions to Closing: The Purchaser shall not have any obligation to consummate the 4
purchase of the Bonds unless the following requirements have been satisfied prior to Closing:
(a) The City shall have adopted the Ordinance authorizing the issuance of the Bonds.
i
(b) The Purchaser shall have received a certified copy of the Ordinance.
(c) The Purchaser shall have received a certificate executed by the City Manager or any
Assistant City Manager that no litigation of any nature has been filed or,to the best of I
his knowledge, threatened, pertaining to, affecting or contesting: (a) the issuance, i
delivery,payment, security or validity of the Bonds; (b)the ability of the City or the i
authority of the officers of the City to issue, execute and deliver the Bonds; (c)the
validity of the corporate existence or the Charter of the City; or(d)the boundaries of
the City. `
i
(d) McCall, Parkhurst & Horton L.L.P. and Kelly Hart & Hallman LLP, Co-Bond I
Counsel, shall have issued their approving legal opinion as to the due authorization,
issuance and delivery of the Bonds and as to the exemption of the interest thereon
from federal income taxation.
(e) The Bonds shall have been approved by the Attorney General of the State of Texas
and shall have been registered by the Comptroller of Public Accounts of the State of
Texas.
(fl Nothing shall have occurred prior to the Closing which in the reasonable opinion of
the Purchaser has had or could reasonably be expected to have a materially adverse j
effect on the City's business,property or financial condition. I
(g) The City shall pay all fees, costs and expenses incurred in connection with the
issuance, sale and delivery of the Bonds, including without limitation the fees and w
expenses of Purchaser's Counsel not to exceed$7,500.00 and of the Texas Municipal
Advisory Council.
5. Nature of Purchase: (a) The Purchaser acknowledges that no official statement or other
disclosure or offering document has been prepared in connection with the issuance and sale
of the Bonds. The Purchaser is a a Qualified Institutional Buyer(as defined in Rule 144A
under the Securities Act of 1933, as amended), accustomed to purchasing tax-exempt
obligations such as the Bonds. McCall, Parkhurst & Horton L.L.P. and Kelly Hart &
Hallman LLP, Co-Bond Counsel, have not undertaken steps to ascertain the accuracy or
completeness of information furnished to the Purchaser with respect to the City or the
Bonds, and the Purchaser has not looked to either firm for, nor has either firm made, any
representations to the Purchaser with respect to that information.The Purchaser has satisfied
itself that it may lawfully purchase the Bonds.The Bonds(i)are not being registered under i
the Securities Act of 1933 and are not being registered or otherwise qualified for sale under
the"Blue Sky" laws and regulations of any state; (ii)will not be listed on any stock or other
securities exchange;and(iii)will not carry any rating from any rating service.The Purchaser i
is familiar with the financial condition and affairs of the City,particularly with respect to its
ability to pay tax supported obligations such as the Bonds. The Purchaser has had the
opportunity to obtain information from the City regarding the financial condition of the City,
and has received from the City all information that it has requested in order for it to assess
and evaluate the security and source of payment for the Bonds.The Purchaser is purchasing
C-2 !
l
i
i
r
the Bonds for its own account or for that of an affiliate as evidence of a loan to the City,and i
has no intention to make a public distribution or sale of the Bonds. Except for a transfer to
an affiliate of the Purchaser,in no event will the Purchaser(or JPMorgan Chase&Co.)sell
the Bonds, other than through loan participations to a purchaser which is a Qualified
Institutional Buyer(as defined in Rule 144A under the Securities Act of 1933,as amended).
(b) The City acknowledges and agrees that (i) the transaction contemplated herein is an
arm's length commercial transaction between the City and the Purchaser and its affiliates,(ii) r
in connection with such transaction, the Purchaser and its affiliates are acting solely as a
principal and not as an advisor including,without limitation,a"Municipal Advisor"as such
term is defined in Section 15B of the Securities and Exchange Act of 1934,as amended,and '
the related final rules(the "Municipal Advisor Rules"),agent or a fiduciary of the City,(iii)
the Purchaser and its affiliates are relying on one or more exemptions in the Municipal
Advisor Rules,(iv)the Purchaser and its affiliates have not provided any advice or assumed
any advisory or fiduciary responsibility in favor of the City with respect to the transaction
contemplated hereby and the discussions, undertakings and procedures leading thereto
(whether or not the Purchaser,or any affiliate of the Purchaser,has provided other services V
or advised,or is currently providing other services or advising the City on other matters),(v)
the Purchaser and its affiliates have financial and other interests that differ from those ofthe
City,and(vi)the City has consulted with its own financial,legal,accounting,tax and other j
advisors, as applicable,to the extent it deemed appropriate.
i
6. Financial Information:In consideration ofthe purchase ofthe Bonds by the Purchaser,within
I
six (6)months of the end of each such fiscal year, commencing with the fiscal year ending
September 30, 2014, the City shall deliver its comprehensive annual financial report
("CAFR") for such fiscal year by email to mike.m.wilson�pmorgan.com; provided,
however, if the CAFR is not available within the time period specified above,the,City shall
provide unaudited financial information pending the delivery of the CAFR of the nature
described in the Ordinance. The Purchaser agrees to provide the City with notice promptly
upon determining a new or additional email address for distribution of the financial
information specified above.
1
7. Representative. JPMorgan Chase Bank,N.A., its successors or assigns, or any other entity
subsequently appointed by the majority ofthe registered owners ofthe Bonds,shall act as the j
representative on behalf of the registered owners of the Bonds and shall be the party which
provides consent,direct remedies and takes all actions on behalf of the registered owners of
I
the Bonds under this Purchase Agreement,the Ordinance,the Bonds or any combination of
the foregoing. j
i
8. No Oral Agreements: To the extent allowed by law,the parties hereto agree to be bound by
the terms of the following notice: THIS PURCHASE AGREEMENT,THE ORDINANCE
OF THE CITY AUTHORIZING THE BONDS,THE ATTORNEY GENERAL OPINION,
THE OPINION OF CO-BOND COUNSEL AND THE BONDS TOGETHER REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES REGARDING THIS
TRANSACTION AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS,OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
C-3
i
I
i
I
I
i
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES
RELATING TO THIS TRANSACTION.
9. Waiver of JM Trial. TO THE EXTENT ALLOWED BY LAW,EACH PARTY HERETO
HEREBY WAIVES, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR i
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY,AMONG OTHER THINGS,THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
(Signatures begin on next page)
i
I
I
f
I
i
'I
i
I
I
I
C-4
P
I
i
I
i
Y
If this purchase agreement meets with the City's approval,please execute it in the place
provided below.
i
JPMORGAN CHASE& CO.
By:
i
Name: Wayne Herring
Title: Authorized Officer
ACCEPTED BY THE CITY OF FORT WORTH,
TEXAS
f
I
I
I
City Manager
ATTEST:
By:
City Secretary i
I
APPROVED AS TO FORM:
a
City Attorney
I
4
I
(CITY SEAL)
I
Signature Page—City of Fort Worth, Texas General Obligation Refunding Bonds, Series 2014
I
I
1
C-s
I
i
I�
1
{
SCHEDULE I
Mandatory Sinking Fund Redemptions
i
I
The Bonds are subject to mandatory sinking fund redemption pursuant to the terms of the Ordinance,
on March 1 in the following years and in the following amounts, at.a price equal to the principal
amount thereof and accrued and unpaid interest to the date of redemption, without premium:
Year Principal Amount($)
2015 3,945,000
2016 3,945,000
2017 3,945,000
2018 3,945,000
2019 3,940,000
2020 3,940,000
2021 3,940,000
2022 3,940,000
2023* 3,940,000
* Final Maturity
To the extent that Notes subject to sinking fund redemption have been previously called for optional
redemption in part and otherwise than from a sinking fund redemption payment,each annual sinking
fund payment for such Notes shall be reduced by the amount obtained by multiplying the principal j
amount of Notes so purchased or redeemed by the ratio which each remaining annual sinking fund
redemption payment for such Notes bear to the total remaining sinking fund payments, and by I
rounding each such payment to the nearest$5,000.
I
i
E
�t
1
C-6
I
I
1
EXHIBIT D ;
FORM OF DEPOSIT ESCROW AGREEMENT
DEPOSIT ESCROW AGREEMENT
I
BOKF,NA,d/b/a Bank of Texas,N.A. (the"Bank"),being the paying agent for the CITY OF FORT
WORTH,TEXAS TAX NOTES, SERIES 2011 (the "Notes"),issued by the City,of Fort Worth, Texas (the
"Issuer"),hereby acknowledges, agrees and certifies for the benefit of the Issuer and the owners of the Called i
Obligations as follows:
1. The Bank understands that the Notes maturing on March 1,2018(the"Called Obligations")have been
called for cancellation and redemption on October 28,2014(the"Redemption Date"). The Bank serves as paying
agent for the Called Obligations.
2. The Bank acknowledges that the total amount due on the Redemption Date for such Called
Obligations is$35,344,913.60,representing principal in the amount of$35,220,000.00 plus accrued interest on the
Called Obligations to their Redemption Date of$124,913.60,and funds in payment of such principal and interest
will be deposited with the Bank upon receipt of such funds from the Issuer on or before the Redemption Date.
e
3. The Bank acknowledges that its fees and expenses due the Bank with respect to the Called Obligations
to and through their redemption and final payment have been provided for.
4. The Bank acknowledges receipt of a letter from the,owner of 100% of the outstanding principal. i
balance of the Called Obligations waiving the giving of notice of redemption of the Called Obligations to effect
the redemption of the Called Obligations on the Redemption Date.
5. The Issuer certifies that it will cause to be deposited the amounts referred to in paragraphs 2 and 3 j
with the Bank on October 28,2014,the"Closing Date".
6. The Bank shall deposit any moneys received from the Issuer for the payment of the Called
Obligations into a trust account to be held in a fiduciary capacity,with such moneys in the account that exceed the
deposit insurance available to the Issuer by the Federal Deposit Insurance Corporation,to be fully collateralized
with securities or obligations that are eligible under the laws of the State of Texas to secure and be pledged as i
collateral for trust accounts until the principal and interest on such securities have been presented for payment and
paid to the owner thereof
7. This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original and all of which shall constitute one and the same Agreement.
EXECUTED THIS
i
BOKF,NA, dba Bank of Texas
By
Title
i
D-1
I
i
I
t
I
CITY OF FORT WORTH,TEXAS
i
i
City Manager j
I
yI
I
APPROVED AS TO FORM: j
i
I
City Attorney
I
I
i
I
I
I
I
0
f
I
1
Signature Page—Escrow DepositAg Bement, Series 2011 Tax Notes Refunding
i
D-2
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON,WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
i
I,Mary Kayser,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 23, 2014, and the
Ordinance Authorizing the Issuance of General Purpose Refunding Bonds,Series 2014,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 23rd day of September, 2014.
r
I
i
0° � City Secreta
® City of Fort Worth,Texas
((S s I
°
i
!
i
i
!