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HomeMy WebLinkAboutOrdinance 18361-11-2008THE STATE OF TEXAS COUNTIES OF TARR.ANT AND DENTON CITY OF FORT WORTH On the 11th day of November 2008 the City Council of the City of Fort Worth, Texas, met m regular open, public meeting m the Crty Council Chamber in the Crty Hall with the following members present, to-wrt. Mike Moncnef, Mayor Salvador Espmo Danny Scarth, Frank Moss, Jungus Jordan, Councilmembers, Carter Burdette, Kathleen Hicks, Joel Burns, [vacancy] Dale A. Fisseler Crty Manager David Yett, Crty Attorney Marty Hendnx, Crty Secretary Karen Montgomery Assistant CrtyManager/Chief Financial Officer thus const~tutmg more than a quorum present; and after the Crty Council had transacted certain business, the following business was transacted, to-wrt. Councilmernber ~ ~~~~ introduced an ordinance and moved rts passage. The motion was seconded by Councilmember ~iu-~S The ordinance was read by the City Secretary The motion, carrying with rt the passage of the ordinance prevailed by a vote of ~ YEAS v NAYS The ordinance as passed is as follows ORDINANCE NO 18361 11 2008 BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS, PROVIDING FOR THE ISSUANCE OF CITY OF FORT WORTH, TEXAS COMBINATION TAX AND WILL ROGERS MEMORIAL CENTER COMPLEX PARHING REVENUE CERTIFICATES OF OBLIGATION SERIES 2008, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $35,000,000 ESTABLISHING PARAMETERS REGARDING THE SALE OF THE CERTIFICATES OF OBLIGATION APPROVING THE EXECUTION OF A PURCHASE AGREEMENT AND ORDAINING OTHER MATTERS RELATING TO THE SUBJECT WHEREAS on the 7th day of October 2008 the Cnty Council of the City of Fort Worth (the City" or the 'Issuer") passed an ordinance authorizing and directing notice of its intention to issue the Certificates of Obligation herein authorized to be issued, to be published in a newspaper as required by Section 271 049 of the Texas Local Government Code, nn an amount not to exceed $35 000 000 and WHEREAS the City caused said notice of intention to be published nn the Fort Worth Star Telegram on October 10 2008 and October 17 2008 and WHEREAS no petition, signed by 5% of the qualified electors of the Issuer as pemm~tted by Section 271 049 of the Texas Local Government Code protesting the issuance of such Certificates of Obligation, has been filed, and WHEREAS because of the fluctuating conditions in the mumcnpal bond market, the City Council has determined to delegate to the City Manager the authority to effect the sale of the Certificates of Obligation hereinafter authorized for the purposes set forth nn this Ordinance, subject to the parameters hereinafter described, and WHEREAS the Certificates of Obligation hereinafter authorized are to be issued and delivered pursuant to Subchapter C of Chapter 271 of the Texas Local Government Code, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS Section 1 DEFINITIONS That as used in this Ordinance, unless a different meaning clearly appears from the context, the capitalized terms set forth nn this Ordinance shall have the meaning set forth below Any reference in this Ordinance to 'FORM OF CERTIFICATE shall refer to the form of the Certificates set forth m Exhibnt A to this Ordnance. The tenor Authentication Certificate shall have the meaning gnven said term i1 Sectnon 6(d) hereof. The term Authorized Denomination" shall mean any integral multiple of $5 000 The term Business Day" shall mean a day that ns not a Saturday Sunday or legal holiday on which banking institutions nn the States of Texas or New York are authorized or required bylaw or executive order to remain closed or the New York Stock Exchange or DTC ns closed. The terms Certificates" and Certificates of Obligation" shall mean and include collectively the Inntnal Certificate and all substitute Certificates of Obligation exchanged therefor as well as all other substitute Certificates of Obligation and replacement Certificates of Obligation issued pursuant hereto and the term Certificate shall mean any of the Certificates. The terms City" and Issuer" shall mean the City of Fort Worth, Texas The term Code shall mean the Internal Revenue Code of 1986 as amended. The term DTC" shall have the meamng given said term nn Section 17 hereof. The term Defeasance Securities" shall mean (i) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (in) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or mstnumentalnty 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 munncnpalnty or other polntncal subdnvnsnon of a state that have been refunded and that, on the date on the date the gover~rnnng body of the Issuer adopts or approves the proceedings authornznng the financnal arrangements are rated as to nnvestment quality by a nationally recognized nnvestment rating firm not less than AAA or its equivalent. The term Defeased Certificate" shall have the meamng graven sand term m Section 23(a) hereof The term Designated Area" shall mean the area desngnated by the Cnty Council as the Will Rogers Memornal Center Complex. The term Designated Trust Office" shall mean the trust office of the Paying Agent/Registrar ndentnfied nn Sectnon 6(a) hereof. The term Eligible Investments" shall mean those nnvestments in wYnnch the Cnty ns now or hereafter authorized by law (including, but not lmm~ted to Chapter 2256 Texas Government Code) and rats nnvestment polncy to purchase, sell and invest rats funds and funds under rats control. The term Fiscal Year" shall mean the regular fiscal year used by the Cnty which currently runs from October 1 through September 30 or any twelve consecutive months pernod established by the Crty The term Interest and Redemption Fund" shall have the meaning given satd term in Section 8 hereof. The term MAC" means the Municipal Advisory Council of Texas The term MSRB" shall mean the Municipal Securities Rulemakmg Board The term NRMSIR" shall mean each person whom the SEC or its staffhas determined to be a nationally recognized municipal securities information repository within the meaning ofthe Rule from tame to time The term Parking Facilities" shall mean those parking facihtnes wnthnn the Designated Area, including, without hmntation, (i) the parking garage to be constructed and equipped wrath the proceeds of the Certificates, (ii) surface parking lots located in the vicinity of the Designated Area, and (iri) City metered parking on streets and other thoroughfares wrtlun the Designated Area. The term Paying Agent/Registrar" shall have the meamng given said term m Section 6(a) hereof. The term Purchase Agreement" shall mean the purchase agreement between the City and the Purchaser relating to the sale of the Certificates The term Purchaser" shall mean the purchaser or purchasers of the Certificates designated in the Purchase Agreement. The term Registered Owner" shall have the meaning given sand term nn Section 6(a) hereof. The term Registration Books" shall have the meamng given said term in Section 6(a) hereof. The term Regulations" shall have the meaning given said term m Section 13 hereof. The term Rule shall mean SEC Rule 15c2 12, as amended from time to time The term SEC" shall mean the United States Secuntnes and Exchange Comrnission. The term Surplus Revenues" shall mean those revenues from the operation of the Parking Facilities remaining after payment of all operation and manntenance expenses thereof. Section 2 AUTHORIZATION OF CERTIFICATES OF OBLIGATION That the Issuer's Certificates of Obligation, to be designated the City of Fort Worth, Texas Combination Tax and Will Rogers Memorial Center Complex Parking Revenue Certificates of Obligation, Series 2008 are hereby authorized to be issued and delivered in the principal amount not to exceed $35 000 000 for the purpose of providing part of the funds for paying contractual obligations to be incurred by the Issuer to-wit the development, design and construction of a new parking garage located in the vicinity of the Will Rogers Memorial Center and the Cultural Distract of the City of Fort Worth, related road improvements sidewalks geotechmcal and environmental testing; parknng access and infrastructure improvements utility relocations, landscaping; signage, communication and telecommunication systems, lightnng; public art enhancements, and ADA modnfications and improvements, and the payment of fiscal, engineering and legal fees incurred in connection therewith. Section 3 SALE OF CERTIFICATES (a) Negotiated Sale That the Certificates will be sold through a negotiated sale pursuant to the procedures set forth herein. The City Manager acting for and on behalf of the City is authorized to enter into and carry out the Purchase Agreement, in substantially the form attached hereto and made a part hereof for all purposes, with such changes as may be necessary to effect the sale of the Certificates The Certificates shall be sold to the Purchaser at such puce, and subject to such terms and conditions, as set forth in the Purchase Agreement, as shall be determined by the City Manager pursuant to subsection (b) below The authority of the City Manager to execute the Purchase Agreement shall expire if the Purchase Agreement has not been executed by the City and by the Purchaser by 5 00 p m. Friday May 1 2009 Any finding or determination made by the Crty Manager relating to the issuance and sale of the Certificates and the execution of the Purchase Agreement in connection therewith shall have the same force and effect as a finding or determination made by the Crty Council (b) Parameters As authorized by Chapter 1371 Texas Government Code, the Crty Manager is hereby appointed, authorized, and designated to act on behalf of the City m selling and delivering the Certificates and carrying out the other procedures specified in thus Ordinance, including determimng and fixing the date of the Certificates, the designation or title by which the Certificates shall be known, the aggregate principal amount of the Certificates to be sold to fund the contractual obligations described, and subject to the maximum principal amount limitation set forth, m Section 2 hereof, the date of delivery of the Certificates, the price at whiich the Certificates will be sold, the years in which the Certificates wall mature, the principal amount of Certificates to mature in each of such years, the rate or rates of and method of determining the interest to be borne by each such maturity the interest payment periods, the dates, pace, and terms upon and at which the Certificates shall be subject to redemption prior to maturity at the option of the City as well as any mandatory sinking fund redemption provisions, and .all other matters relating to the issuance, sale, and delivery of the Certificates, including, without limitation, obtaining a municipal bond insurance policy m support of the Certificates, all of which shall be specified in the Purchase Agreement, provided, that (i) the price to be paid for the Certificates shall not be less than 95% of the aggregate original principal amount thereof, plus accrued interest thereon from the date of their delivery (ii) none of the Certificates shall bear interest at a rate greater than 10% per annum, (iii) the final maturity date ofthe Certificates shall not extend beyond March 1 2039 and (iv) the highest interest rate on any Certificate shall not exceed the lowest interest rate on the Certificates by more than 4 0% In addition, as a condition to the execution of the Purchase Agreement, the Certificates must have a rating issued by a nationally recognized municipal securities ratings organization in one of the four highest rating categories Section 4 REDEMPTION (a) Redemption That to the extent so provided for in the Purchase Agreement, the Certificates may be subject to redemption prior to their scheduled maturities Should the Purchase Agreement provide for the redemption of the Certificates prior to their scheduled maturities at the option of the Crty if less than all of the Certificates are to be 4 redeemed by the City the City shall deterrnine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot Certificates, or portions thereof, within such maturity or maturities and m such principal amounts, for redemption, provided, that during any period in which ownership of the Certificates is deterrnined only by a book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of such maturity and bearing such interest rate shall be selected m accordance with the arrangements between the City and the securities depository Should the Purchase Agreement provide for the mandatory sinking fund redemption of Certificates, the terms and conditions governing any such mandatory sinking fund redemption and the payment of mandatory sinking fund redemption payments relating thereto shall be as set forth in the Purchase Agreement. (b) Notice The Issuer shall cause notice of any redemption of Certificates to be given m the manner provided in the FORM OF CERTIFICATE By the date fixed for any such redemption due provision shall be made by the Issuer with the Paying AgentlRegistrar for the payment ofthe requu-ed redemption price for the Certificates or the portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is given, as provided m the FORM OF CERTIFICATE, and if due provision for such payment is made, all as provided above, the Certificates, or the portions thereof, which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, and shall not bear interest after the date fixed for their redemption, and shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of the Certificates, or any portion thereof. If a portion of any Certificate shall be redeemed, a substitute Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any Authorized Denornination, at the written request of the Registered Owner and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the Issuer all as provided in this Ordinance Section 5 INTEREST That the Certificates shall bear interest calculated on the basis of a 360-day year composed of twelve 30-day months from the dates specified in the FORM OF CERTIFICATE to their respective dates of maturity at the rates set forth m the Purchase Agreement. Interest on the Certificates shall be payable on the dates as set forth m the Purchase Agreement, until the maturity or prior redemption of the Certificates Section 6 CHARACTERISTICS OF THE CERTIFICATES (a) Registration and Transfer That the City shall keep or cause to be kept at the designated corporate trust office of Wells Fargo Bank, National Association, or such other bank, trust company financial mstrtution, or other agency named in accordance with the provisions of subsection (g) below (the 'Paying Agent/Registrar") books or records for the registration and transfer of the Certificates (the 'Regis- tration Books') and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such transfers and registrations under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe, and the Paying 5 Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the duty of the Paying Agent/Registrar to obtain from each registered owner of the Certificates, and the assignee or assignees thereof (a 'Registered Owner") and record m the Registration Books the address of the Registered Owner of each Certificate to which payments wrth respect to the Certificates shall be mailed, as herein provided. The Issuer or its designee shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar at rts Designated Trust Office, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law shall not perrrut their inspection by any other entity Registration of each Certificate may be transferred m the Registration Books only upon presentation and surrender thereof to the Paying Agent/Registrar at its Designated Trust Office for transfer of registration and cancella tion, together wrth proper written instruments of assignment, in form and wrth guarantee of signatures satisfactory to the Paying Agent/Registrar evidencing the assignment of such Certificate, or any portion thereof in any Authorized Denoriunation, to the assignee or assignees thereof, and the right of such assignee or assignees to have such Certificate or any such portion thereof registered m the name of such assignee or assignees Upon the assignment and transfer of any Certificate or any portion thereof, a new substitute Certificate or Certificates shall be issued in exchange therefor m the manner herein provided. As of the date this Ordinance is approved by the City the 'Designated Trust Office of the Paying Agent/Registrar isthe Fort Worth, Texas corporate trust office of Wells Fargo Bank, National Association. (b) Ownership Registration Books The entity m whose name any Certificate shall be regis- tered mthe Registration Books at any time shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether or not such Certificate shall be overdue, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary and payment of, or on account of, the principal of, prerruum, if any and interest on any such Certificate shall be made only to such Registered Owner All such payments shall be valid and effectual to satisfy and discharge the liability upon such Certificate to the extent of the sum or sums so paid. (c) PayingAgent The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates, and to act as rts agent to exchange or replace Certificates, all as provided in this Ordinance The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrarwith respect to the Certificates, and of all exchanges thereof, and all replacements thereof, as provided in this Ordi- nance (d) Exchange of Certificates Each Certificate may be exchanged for fully registered certificates in the manner set forth herein. Each Certificate issued and delivered pursuant to this Ordinance may upon surrender thereof at the Designated Trust Office of the Paying Agent/Registrar together wrth a written request therefor duly executed by the Registered Owner or the assignee or assignees thereof, or rts or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar at the option of the Registered Owner or such assignee or assignees, as appropriate, be exchanged for fully registered Certificates, without interest coupons, m the form prescribed m the FORM OF CERTIFICATE, in any Authorized Denorrunation (subject to the requirement hereinafter stated that each substitute Certificate shall have a single stated maturity date) as requested m writing by such Registered Owner or such assignee or assignees, m an 6 aggregate principal amount equal to the principal amount of any Certificate or Certificates so sur rendered, and payable to the appropriate Registered Owner assignee, or assignees, as the case may be If any Certificate or portion thereof ns assigned and transferred, each Certificate issued m exchange therefor shall have the same principal maturity date and bear interest at the same rate as the Certificate for which nt ns being exchanged. Each substitute Certificate shall bear a letter and/or number to distinguish nt from each other Certificate The Paying Agent/Regnstrar shall exchange or replace Certificates as provided herein, and each fully registered Certificate or Certificates delivered in exchange for or replacement of any Certificate or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Certificates for all purposes of this Ordinance, and may again be exchanged or replaced It ns specifically provided, however that any Certificate delivered nn exchange for or replacement of another Certificate prior to the first scheduled interest payment date on the Certificates (as stated on the face thereof) shall be dated the same date as such Certificate, but each substitute Certificate so delivered on or after such first scheduled interest payment date shall be dated as of the interest payment date preceding the date on which such substitute Certificate ns delivered, unless such substitute Certificate ns delivered on an interest payment date, nn which case nt shall be dated as of such date of delivery provided, however that of at the time of delivery of any substitute Certificate the interest on the Certificate for which rt ns being exchanged has not been paid, then such substitute Certificate shall be dated as of the date to which such interest has been paid m full. On each substitute Certificate issued nn exchange for or replacement of any Certificate or Certificates issued under this Ordinance there shall be printed thereon a Paying Agent/Regnstrar's Authentication Certificate, m the form hereinafter set forth in the FORM OF CERTIFICATE (the Authentication Certificate') An authorized representative of the Paying Agent/Regnstrar shall, before the delivery of any such substitute Certificate, date such substitute Certificate m the manner set forth above, and manually sign and date the Authentication Certificate, and no such substitute Certificate shall be deemed to be issued or outstanding unless the Authentication Certificate ns so executed. The Paying Agent/Regnstrar promptly shall cancel all Certificates surrendered for exchange or replacement. No additional ordinances, orders, or resolutions need be passed or adopted by the City Council or any other body or person so as to accomplish the foregoing exchange or replacement of any Certificates or portion thereof, and the Paying Agent/Regnstrar shall provide for the printing, execution, and delivery of the substitute Certificates nn the manner prescribed herein. Pursuant to Chapter 1206 Texas Govenunent Code, the duty of exchange or replacement of any Certificates as aforesaid ns hereby imposed upon the Paying Agent/Regnstrar and, upon the execution of the Authentication Certificate, the exchanged or replaced Certificate shall be valid, incontestable, and enforceable nn the same manner and with the same effect as the Certificates which originally were delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts The Initial Certificate, to the extent of the unpaid or unredeemed prnncnpal balance thereof, may be assngned and transferred by the nmtnal Registered Owner thereof once only and to one or more assignees designated nn writing by the nmtnal Registered Owner thereof. If the Imtnal Certnficate or any portion thereof ns assngned and transferred or converted the Inntnal Certnficate must be surrendered to the Paying Agent/Regnstrarfnr cancellatnon, and each Certnficate of Obhgatnon nssued m exchange for any portnon of the Imtnal Certnficate shall have a single stated princnpal maturity date, and shall not be payable m nnstallments, and each such Certificate of Obingatnon shall have a prnncnpal maturnty date correspondnng to the due date of the nnstallment of prnncnpal or portnon thereof for which the substitute Certnficate of Obhgatnon ns being exchanged, and each such Certnficate of Obingatnon shall bear merest at the single rate 7 applicable to and borne by such installment of pnncnpal or portnon thereof for which rat ns being ex changed If only a portion of the Imtnal Certificate ns assigned and transferred, there shall be delivered to and registered nn the name of the nmtnal Registered Owner substitute Certificates of Obligation m exchange for the unassigned balance of the Initial Certificate nn the same manner as of the initial Regnstered Owner were the assngnee thereof. If any Certnficate of Obligation or portnon thereof other than the Irnntnal Certificate ns assigned and transferred or converted each Certificate of Obligation nssued nn exchange therefor shall have the same prnncnpal maturity date and bear nnterest at the same rate as the Certnficate of Obingatnon for wlnnch rat ns exchanged. A form of assignment shall be prnnted or endorsed on each Certnficate of Obligation, excepting the Imtnal Certificate, which shall be executed by the Registered Owner or rats duly authorized attorney or representative to evidence an assignment thereof. (e) General Characteristics All Certificates issued nn exchange or replacement of any other Certnficate or portnon thereof, (i) shall be nssued m fully registered form, without interest coupons, wrath the principal of and nnterest on such Certificates to be payable only to the Registered Owners thereof, (ii) may be redeemed prnor to them scheduled maturitnes, (ini) may be transferred and assigned, (iv) may be exchanged for other Certnficates, (v) shall have the characteristics, (vn) shall be sngned and sealed, and (vii) the prnncnpal of and interest on the Certnficates shall be payable, all as provnded, and nn the manner required or mdncated, in the FORM OF CERTIFICATE (f) Fees The Issuer shall pay the Paynng Agent/Regnstrar's reasonable and customary fees and charges for making transfers of Certnficates, but the Regnstered Owner of any Certnficates requestnng such transfer shall pay any taxes or other governmental charges requnred to be paid wrath respect thereto The Regnstered Owner of any Certnficates requestnng any exchange shall pay the Paynng Agent/Registrar's reasonable and standard or customary fees and charges for exchanging any such Certnficate or portnon thereof, together wrath any taxes or governmental charges requnred to be pand wrath respect thereto all as a condntnon precedent to the exercnse of such privilege of exchange, except, however that nn the case of the exchange of an assigned and transferred Certnficate or Certnficates or any portnon or portnons thereof in any Authorized Denomnnatnon, as provnded in thus Ordinance, such fees and charges will be pand by the Issuer In addition, the Issuer hereby covenants wrath the Regnstered Owners of the Certnficates that rat will pay (i) the reasonable and standard or customary fees and charges of the Paynng AgentlRegnstrar for rats services wrath respect to the payment of the prnncnpal of and nnterest on Certnficates, when due, and (ii) the fees and charges of the Paynng Agent/Regnstrar for services wrath respect to the transfer or regnstration of Certnficates solely to the extent above provnded, and wrath respect to the exchange of Certnficates solely to the extent above provnded. (g) Successor PayingAgent/Registrar The Issuer covenants wrath the Regnstered Owners of the Certnficates that at all tames while the Certnficates are outstandnng the Issuer will provide a compe tent and legally qualified bank, trust company financnal instntution, or other agency to act as and perform the services of Paynng Agent/Regnstrar for the Certnficates under thus Ordinance, and that the Paynng Agent/Registrar will be one entity The Issuer reserves the rnght to and may at rats optnon, change the Paynng Agent/Registrar upon not less than 60 days wrntten notnce to the Paynng Agent/Registrar In the event that the entnty at any tame acting as Paynng Agent/Registrar (or rats suc cessor by merger acquisition, or other method) should resign or otherwise cease to act as such, the 8 Issuer covenants that promptly it will appoint a competent and legally qualified national or state banking institution which shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, subject to supervision or examination by federal or state authority and whose qualifications substantially are similar to the previous Paying AgentlRegistrar to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar the previous Paying Agent/Registrarpiomptly shall transfer and deliver the Registration Books (or a copy thereof) along with all other pertinent books and records relating to the Certificates, to the new Paying Agent/Registrardesigriated and appointed by the Issuer Upon any change in the Paying Agent/Registrar the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Certificates, 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 AgentlRegistrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar (h) Redemption Notice Each redemption notice, whether required in the FORM OF CERTIFICATE or otherwise by this Ordinance, shall contain a description of the Certificates to be redeemed including the complete name of the Certificates, the series, the date of issue, the interest rate, the maturity date, the CUSIP number the amounts called ofeach Certificate, the publication and mailing date for the notice, the date of redemption, the redemption price, the name of the Paying Agent/Registrar and the address at which the Certificate may be redeemed including a contact person and telephone number All redemption payments made by the Paying Agent/Registrar to the Registered Owners of the Certificates shall include a CUSIP number relating to each amount paid to such Registered Owner (i) Reporting Requirements With respect to the Certificates, to the extent required by the Code and the regulations promulgated thereunder the Paying Agent/Registrar shall report to the Registered Owners and the Internal Revenue Service (i) the amount of 'reportable payments if any subject to backup withholding during each year and the amount of tax withheld, if any with respect to payments of the Certificates, and (ii) the amount of interest or amount treated as interest on the Certificates and required to be included in the gross income of the Registered Owner thereof. Section 7 FORM OF CERTIFICATES That the form of the Certificates, including the form of the Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Initial Certificate, respectively shall be in substantially the form as set forth in Exhibit A attached hereto with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance The printer of the Certificates is hereby authorized to print on the Certificates (i) the form of bond counsel s opinion relating to the Certificates, and (ii) an appropriate statement of insurance furnished by a municipal bond insurance company providing municipal bond insurance, if any covering all or any part of the Certificates Upon the delivery of the Certificates to the Purchaser the Paying Agent/Registrar shall complete the 'Date of Delivery" on each of the Certificates. Section 8 INTEREST AND REDEMPTION FUND That a special fund or account, to be designated the City of Fort Worth, Texas Combination Tax and Will Rogers Memorial Center 9 Complex Parking Revenue Certificates of Obligation Senes 2008 Interest and Redemption Fund (the 'Interest and Redemption Fund') is hereby created and shall be established and maintained by the Issuer The Interest and Redemption Fund shall be kept separate and apart from all other funds and accounts of the Issuer and shall be used only for paying the interest on and pnncipal of the Cer tificates All ad valorem taxes levied and collected for and on account of the Certificates shall be deposited, as collected, to the credit of the Interest and Redemption Fund. Dunng each year while any of the Certificates are outstanding and unpaid, the governing body of the Issuer shall compute and ascertain the rate and amount of ad valorem tax, based on the latest approved tax rolls of the Issuer with full allowances being made for tax delinquencies and the cost of tax collections, which will be sufficient to raise and produce the money required to pay the interest on the Certificates as such interest comes due, and to provide a sinking fund to pay the pnncipal of the Certificates as such principal matures, but never less than 2% of the original amount of the Certificates as a sinking fund each year Said rate and amount of ad valorem tax is hereby ordered to be levied against all taxable property in the Issuer for each year while any of the Certificates are outstanding and unpaid, and said ad valorem tax shall be assessed and collected each such year and deposited to the credit of the Interest and Redemption Fund. Said ad valorem taxes necessary to pay the interest on and principal of the Certificates, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law If proceeds from the sale of the Certificates representing accrued interest shall be on deposit in the Interest and Redemption Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year then the amount of taxes which otherwise would have been required to be levied may be reduced to the extent and by the amount of the accrued interest then on deposit in the Interest and Redemption Fund. Section 9 REVENUES That the Certificates of Obligation are additionally secured by and shall be payable from the Surplus Revenues The Surplus Revenues are pledged by the City pursuant to authority of Chapter 1504 Texas Government Code, specifically Section 1504 003 thereof. The City shall promptly deposit the Surplus Revenues upon their receipt to the credit of the Interest and Redemption Fund created pursuant to Section 8 to pay the principal and interest on the Certificates of Obligation. Notwithstanding the requirements of Section 8 if Surplus Revenues are actually on deposit or budgeted for deposit in the Interest and Redemption Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year then the amount of taxes which otherwise would have been required to be levied pursuant to Section 8 may be reduced to the extent and by the amount of the Surplus Revenues then on deposit in the Interest and Redemption Fund or budgeted for deposit therein. The City anticipates that the Surplus Revenues shall be sufficient to meet the annual debt service requirements of the Certificates and intends to use Surplus Revenues to pay such debt service Section 10 TRANSFER. That the Issuer shall do any and all things necessary to accomplish the transfer of moneys to the Interest and Redemption Fund of this issue in ample time to pay such items of principal and interest due on the Certificates as shall become due and mature on any interest payment date, at maturity or by redemption pnor to maturity The Paying Agent/Registrar shall destroy all paid Certificates and furnish the City with an appropriate certificate of cancellation or destruction. 10 Section 11 SECURITY FOR FUNDS INVESTMENTS (a) Security Application of Chapter 1208 Government Code That the Funds and Accounts created by this Ordinance shall be secured m the manner and to the fullest extent perrmtted or required by law for the security of public funds The Interest and Redemption Fund shall be used only for the purposes and m the manner permitted or required by this Ordinance Chapter 1208 Texas Government Code, applies to the issuance of the Certificates and the pledge of ad valorem taxes and the Surplus Revenues granted by the Crty under Sections 8 and 9 and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Certificates are outstanding and unpaid such that the pledge of the ad valorem taxes and Surplus Revenues granted by the City is to be subject to the filing requirements of Chapter 9 Texas Business & Commerce Code, then m order to preserve to the Registered Owners of the Certificates the perfection of the secunty interest in said pledge, the Crty agrees to take such measures as rt determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9 Texas Business & Commerce Code, and enable a filing to perfect the security interest m said pledge to occur (b) Investments That money m any Fund or Account established by this Ordinance may at the option of the Crty be invested m Eligible Investments, provided that all such deposits and investments shall have a par value (or market value when less than par) exclusive of accrued interest at all times at least equal to the amount of money credited to such Funds or Accounts, and shall be made in such manner that the money required to be expended from any Fund or Account will be available at the proper time or times, and provided, further that the investment of such moneys shall be governed by and consistent with the City's investment policy Such investments shall be valued in terms of current market value as of the last day of each Fiscal Year except that direct obligations of the Umted States (State and Local Government Serves) in book-entry form shall be continuously valued at their par or face principal amount Such investments shall be sold promptly when necessary to prevent any default m connection with any Certificates Section 12 DAMAGED MUTILATED LOST STOLEN OR DESTROYED CERTIFICATES (a) Replacement Certificates That in the event any outstanding Certificate is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new Certificate of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost; stolen, or destroyed Certificate, m replacement for such Certificate in the manner hereinafter provided. (b) Application for Replacement Certificates That application for replacement of damaged, mutilated, lost, stolen, or destroyed Certificates shall be made by the Registered Owner thereofto the Paying Agent/Registrar In every case of loss, theft, or destruction of a Certificate, the Registered Owner applying for a replacement Certificate shall fizrmsh to the Issuer and to the Paying Agent/Registrar such secunty or indemmty as may be required by them to save each ofthem harmless from any loss or damage with respect thereto Also in every case of loss, theft, or destruction of a Certificate, the Registered Owner shall furnish to the Issuer and to the Paying AgentlRegistrar evidence to their satisfaction of the loss, theft, or destruction of such Certificate, as the case maybe In every case of damage or mutilatnon of a Certnficate, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or mutilated (c) No Default Occurred. That notwithstanding the foregoing provisions of this Section, in the event any such Certificate shall have matured, and no default has occurred which ns then contnnunng nn the payment of the principal of, redemption prermum, of any or interest on the Certificate, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate) instead of issuing a replacement Certificate, provided security or mdemmty ns furmshed as above provided m this Section. (d) Charge for Issuing Replacement Certificates That prior to the issuance of any replacement Certificate, the Paying Agent/Registrar shall charge the Registered Owner of such Certificate with all legal, prnntmg, and other expenses nn connection therewith. Every replacement Certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen, or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen, or destroyed Certificate shall be found at anytime, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Certificates duly issued under this Ordinance (e) Authority for Issuing Replacement Certificates That in accordance with Chapter 1206 Texas Government Code, this Section of this Ordinance shall constitute authority for the issuance of any such replacement Certificate without necessity of further action by the Issuer or any other body or person, and the duty of the replacement of such Certificates ns hereby authorized and imposed upon the Paying Agent/Regnstrar and the Paying Agent/Regnstrar shall authenticate and deliver such Certificates m the form and manner and with the effect, as provided m Section 6(a) of this Ordinance for Certificates issued m conversion and exchange of other Certificates Section 13 FEDERAL INCOME TAX MATTERS That the Issuer covenants to refrain from any action which would adversely affect, or to take such action as to ensure, the treatment ofthe Certificates as obligations described in Section 103 of the Code, the interest on which is not includable nn the gross income of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows (a) to take any action to assure that no more than 10 percent of the proceeds of the Certificates (less amounts deposited to a reserve fund, of any) are used for any 'private business use as defined nn Section 141(b)(6) of the Code or of more than 10 percent of the proceeds are so used, that amounts, whether or not received by the Issuer with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly secure or provide for the payment of more than 10 percent of the debt service on the Certificates, nn contravention of Section 141(b)(2) of the Code, (b) to take any action to assure that nn the event that the 'private business use described m subsection (a) hereof exceeds 5 percent of the proceeds of the Certificates (less amount deposited into a reserve fund, of any) then the amount nn excess of 5 percent ns used fora 'private business use which ns 'related and not disproportionate within the meaning of Section 141(b)(3) of the Code, to the governmental use, 12 (c) to take any action to assure that no amount which is greater than the lesser of $5 000 000 or five percent ofthe proceeds ofthe Certificates (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, m contravention of Section 141(c) of the Code (d) to refrain from taking any action which would otherwise result in the Certificates being treated as private activity bonds wrtlun the meaning of Section 141(b) of the Code, (e) to refrain from taking any action that would result m the Certificates being 'feder ally guaranteed wrtlun the meaning of Section 149(b) of the Code, (f) to refrain from using any portion of the proceeds of the Certificates, directly or indirectly to acquire or to replace funds which were used, directly or indirectly to acquire investment property (as defined m Section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Certificates, other than investment property acquired with - (1) proceeds of the Certificates invested for a reasonable temporary period of three years or less until such proceeds are needed for the purpose for wluch the Certificates are issued, (2) amounts invested m a bona fide debt service fund, within the meaning of Section 1 148-1(b) of the Regulations, and (3) amounts deposited m any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Certificates, (g) to otherwise restrict the use of the proceeds of the Certificates or amounts treated as proceeds ofthe Certificates, as may be necessary so that the Certificates do not otherwise contravene the requirements of Section 148 of the Code (relating to arbitrage) and, to the ex tent applicable, Section 149(d) of the Code (relating to advance refizndings) and (h) to pay to the United States of America at least once during each five year period (begmrung on the date of delivery of the Certificates} an amount that is at least equal to 90 percent of the 'Excess Earnings within the meaning of Section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Certificates have been paid m full, 100 percent of the amount then required to be paid as a result of Excess Earnings under Section 148(f) of the Code For purposes of the foregoing (a) and (b) the Issuer understands that the term 'proceeds includes disposition proceeds as defined m the regulations promulgated by the U S Department of the Treasury pursuant to the Code (the 'Regulations') and, m the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Certificates It is the understanding of the Issuer that the covenants contasned herein are intended to 13 assure compliance wrth the Code, the Regulations, or rulings promulgated by the U S Department of the Treasury pursuant to the Code In the event that regulations or ruling are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Certificates, the Issuer will not be required to comply wrth 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 Certnficates under Section 103 of the Code In the event that regulations or rulings are hereafter promulgated which nmpose additional requirements whch are applicable to the Certnficates, the Issuer agrees to comply wrth the additional requirements to the extent necessary in the opnnnon of natnonally-recognized bond counsel, to preserve the exemption from federal nncome taxation of nnterest on the Certnficates under Section 103 of the Code In furtherance of such intentnon, the Issuer hereby authorizes and directs the Mayor the Cnty Manager any Assistant City Manager and the Chief Financnal Officer of the Cnty to execute any documents, certificates or reports required by the Code, and to make such electrons on behalf of the Issuer which maybe permntted by the Code as are consnstent wrth the purpose for the nssuance of the Certificates. In order to facilntate compliance wrath clause (h) above, a 'Rebate Fund ns hereby estabinshed and held by the Issuer for the sole benefit of the United States of Amernca, and such Fund shall not be subject to the claim of any other person, including wnthout hrritatnon the holders of the Certificates The Rebate Fund ns estabinshed for the additional purpose of complnance wrath Sectnon 148 of the Code Sectnon 14 ALLOCATION OF AND LIlVIITATION ON EXPENDITURES FOR THE PROJECT That the Issuer covenants to account for the expendnture of proceeds from the sale ofthe Certnficates and any nnvestment earnngs thereon to be used for the purposes described in Sectnon 2 of thus Ordnnance (each such purpose shall be referred to nn this Sectnon and Sectnon 15 hereof as a 'Project") on rats books and records nn accordance wrath the requirements of the Code The Issuer recognnzes that rn order for the proceeds to be consndered used for the reimbursement of costs, the proceeds must be allocated to expendntures wntlun 18 months of the later of the date that (a) the expendnture on a Project ns made or (b) such Project ns completed, but nn no event later than three years after the date on which the original expendnture ns paid. The foregonng notwnthstandnng, the Issuer recognnzes that nn order for the proceeds to be expended under the Code, the sale proceeds or nnvestment earnings must be expended no more than 60 days after the later of (a) the fifth arinnversary of the date of delnvery of the Certificates or (b) the date the Certnficates are retried. The Issuer agrees to obtain the advnse of natnonally recognized bond counsel of such expendnture fails to comply wrth the foregonng to assure that such expendnture will not adversely affect the tax-exempt status of the Certnficates For purposes hereof, the Issuer shall not be obingated to comply wrath thus covenant rf rat obtains an opinion from natnonally recognized bond counsel to the effect that such failure to comply wall not adversely affect the excludabilnty for federal nncome tax purposes from gross nncome of the nnterest. Sectnon 15 DISPOSITION OF PROJECT That the Issuer covenants that the property constntuting a Project will not be sold or otherwise disposed in a transactnon resultnng in the recenpt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally recognized bond counsel substantially to the effect that such sale or other disposition will not adversely affect the tax-exempt status of the Certificates For purposes of this Section, the portion of 14 the property comprising personal property and disposed of m the ordinary course ofbusiness shall not be treated as a transaction resulting m the receipt of cash or other compensation. For purposes oftlus Section, the Issuer shall not be obligated to comply with this covenant if rt obtains an opinion of a 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. Section 16 CONTINUING DISCLOSURE OBLIGATION (a) Annual Reports. The Crty shall provide annually to each NRMSIR and any SID wrtlun six months after the end of each fiscal year ending in or after 2009 financial information and operating data with respect to the City of the general type described m Exhibit B hereto Any financial statements so to be provided shall be (1) prepared m accordance with the accounting principles described m Exhibit B hereto or such other accounting principles as the Crty may be required to employ from time to time pursuant to state law or regulation, and (2) audited, if the Crty commissions an audit of such statements and the audit is completed wrtlun the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the Crty shall provide unaudited financial statements by the required time, and shall provide audited financial statements for the applicable fiscal year to each NRMSIR and any SID when and if the audit report on such statements becomes available (ii) If the Crty changes its fiscal year rt will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) prior to the next date by which the Crty 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 maybe set forth m full m one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if rt is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC (c) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB in a timely manner of any of the following events with respect to the Certificates, if such event is material wrtlun the meaning of the federal securities laws 1 Principal and interest payment delinquencies, 2 Non-payment related defaults, 3 Unscheduled draws on debt service reserves reflecting financial difficulties, 4 Unscheduled draws on credit enhancements reflecting financial difficulties, 5 Substitution of credit or liquidity providers, or their failure to perform, 6 Adverse tax opinions or events affecting the tax-exempt status of the Certificates, 7 Modifications to nghts of holders of the Certificates, 8 Certificate calls, 9 Defeasances, 10 Release, substitution, or sale of property securing repayment of the Certificates, and 11 Rating changes 15 The Crty shall notify any SID and either each NRMSIR or the MSRB m a timely manner of any failure by the City to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such subsection. Any filing under this Section may be made solely by transrruttmg such filing to the MAC as provided at http.//www.disclosureusa.org, unless the SEC has withdrawn the interpretive advice stated in its letter to the MAC dated September 7 2004 (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 Crty remains an obligated person with respect to the Certificates within the meamng 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 Certificates no longer to be outstanding. (ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Certificates, and nothing m this Section, express or implied, shall give any benefit or any legal or equitable right, remedy or claim hereunder to any other person. The Crty 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 m accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concermng such information or its usefulness to a decision to invest m or sell Certificates at any future date (iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON 1N CONTRACT OR TORT FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY 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 LIlVIITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE (iv) No default by the City m observing or performing its obligations under this Section shall compnse a breach of or default under the Ordinance for purposes of any other provision of this Ordinance Nothing m this Section is intended or shall act to disclaim, waive, or otherwise hmrt the duties of the Crty under federal and state secunties laws (v) The provisions of this Section may be amended by the Crty from time to time to adapt to changed circumstances that arise from a change m legal requirements, a change m law or a change in the identity nature, status, or type of operations of the Crty but only if (1) the provisions of this Section, as so amended, would have permitted an underwater to purchase or sell Certificates m the primary offening of the Certificates m compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the holders of a ma~onty m aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Certificates 16 consent to such amendment or (b) a person that is unaffiliated with the Crty (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interest of the holders and beneficial owners of the Certificates If the Crty so amends the provisions of this Section, rt shall include with any amended financial information or operating data next provided m accordance with subsection (b) of this Section an explanation, m narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. The Crty may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final ~unsdiction 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 Certificates m the pnmary offering of the Certificates Section 17 DTC REGISTRATION That should the terms of the Purchase Agreement so provide, the Certificates initially shall be issued and delivered m such manner that ~no physical distribution of the Certificates will be made to the public, and The Depository Trust Company ("DTC') New York, New York, initially may act as depository for the Certificates DTC has represented that it is a limited purpose trust company incorporated under the laws ofthe State ofNew York, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency" registered under Section 17A of the Secunties Exchange Act of 1934 as amended, and the Crty accepts, but in no way verifies, such representations The definitive Certificates delivered to the Purchaser may be registered m the name of CEDE & CO the nominee of DTC if the terms of the Purchase Agreement so provide. DTC may hold the Certificates on behalf of the Purchaser So long as each Certificate is registered m the name of CEDE & CO the Paying Agent/Registrar shall treat and deal with DTC the same in all respects as if it were the actual and beneficial owner thereof. DTC may maintain abook-entry system which will identify ownerslip of the Certificates in integral amounts of $5 000 with transfers of ownership being effected on the records of DTC and its participants pursuant to rules and regulations established by them, and that, if the terms of the Purchase Agreement so provide, the Certificates initially deposited with DTC shall be immobilized and not be further exchanged for substitute Certificates except as hereinafter provided The Crty ns not responsible or liable for any functions of DTC will not be responsible for paying any fees or charges with respect to its services, will not be responsible or liable for maintaining, supervnsmg, or reviewing the records of DTC or its participants, or protecting any interests or nghts of the beneficial owners of the Certificates Should the terms of the Purchase Agreement so provide, it shall be the duty of the DTC Participants to make all arrangements with DTC to establish this book-entry system, the beneficial ownership of the Certificates, and the method of paying the fees and charges of DTC The City does not represent, nor does rt m any way covenant that any book-entry system established with DTC will be maintained in the future If for any reason should any of the ongmally delivered Certificates duly file with the Paying Agent/Registrar with proper request for transfer and substitutnon, as provided for m this Ordinance, substitute Certificates will be duly delivered as provided m this Ordinance, and there will be no assurance or representation that any book-entry system will be maintained for such Certificates. Should there be established a book-entry system with DTC the Crty heretofore has executed a 'Blanket Letter ofRepresentations" prepared by DTC m order to implement the book-entry system described above 17 Section 18 DEFAULT AND REMEDIES (a) Events of Default Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an 'Event of Default (i) the failure to make payment of the principal of or interest on any ofthe Certificates when the same becomes due and payable or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City the failure to perform which materially adversely affects the rights of the Registered Owners of the Certificates, including, but not limited to their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the City (b) Remedies for Default (i) Upon the happemng 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 m 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 perrrutted bylaw including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or dung 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 Certificates then outstanding. (c) Remedies Not Exclusive (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Certificates or now or hereafter existing at law or in equity provided, however that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Certificates shall not be available as a remedy under this Ordinance (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy (iu) By accepting the delivery of a Certificate authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a 18 personal or pecuniary liability or charge against the officers, employees or trustees ofthe City or the City Council. (iv) None of the members of the City Council, nor any other official or officer agent, or employee of the City shall be charged personally by the Registered Owners with any liability or be held personally liable to the Registered Owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance Section 19 PURCHASE AGREEMENT That the sale of the Certificates to the Purchaser pursuant to the terms of the Purchase Agreement, in substantially the form attached to this Ordinance as Exhibit C is hereby authorized, ratified and confirmed. The Crty Manager is authorized to execute the Purchase Agreement on behalf of the Crty The foregoing notwithstanding, the Purchase Agreement must provide for the Certificates to be sold on terms that comply with Section 3(b) ofthis Ordinance The Crty .Manager's approval of the Purchase Agreement shall be conclusively evidenced by the execution thereof. Section 20 CUSTODY APPROVAL, AND REGISTRATION OF CERTIFICATES That the City Manager or the designee thereof is hereby authorized to have control of the Certificates imtially issued and delivered hereunder and all necessary records and proceedings pertaimng to the Certificates 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 Certificates said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Certificates, and the seal of said Comptroller shall be impressed, or placed in facsimile, thereon. Section 21 OFFICIALS AUTHORIZED TO ACT ON BEHALF OF THE CTTY That the Mayor the Crty Secretary the Crty Manager any Assistant Crty Manager or the Chief Financial Officer of the City and all other officers, employees, and agents of the Crty and each of them, shall be and they are hereby expressly authorized, empowered, and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge, and deliver in the name and under the seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Certificates, the offering documents prepared in connection with the sale of the Certificates, or the Paying AgentlRegistrar Agreement. In case any officer whose signature appears on any Certificate shall cease to be such officer before the delivery of such Certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if he or she had remained in office until such delivery The Crty Council hereby authorizes the payment of the fee of the Attorney General for the examination of the proceedings relating to the issuance of the Certificates, in the amount determined in accordance with the provisions of Section 1202 004 Texas Government Code Section 22 INTEREST EARNINGS That the interest earrings derived from the investment of proceeds from the sale of the Certificates may be used along with other proceeds for the construction of the permanent improvements set forth in Section 2 hereof for which the Certificates 19 are issued, provided that after completion of such permanent improvements, if any of such interest earnings remain on hand, such interest earnings shall be deposited nn the Interest and Redemption Fund. It ns further provided, however that any interest earnings on proceeds which are required to be rebated to the United States of America pursuant to this Ordinance hereof nn order to prevent the Certificates from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section. Section 23 DEFEASANCE (a) Defeased Certificates. That any Certificate and the nnterest thereon shall be deemed to be pand, retnred and no longer outstandnng (a 'Defeased Certnficate) within the meaning of thus Ordinance, except to the extent provnded m subsection (c) of this Section, when payment of the prnncnpal of such Certnficate, plus nnterest thereon to the due date (whether such due date be by reason of maturnty or otherwise) enther (i) shall have been made or caused to be made nn accordance wrath the terms thereof, or (ii) shall have been provnded for on or before such due date by nrrevocably deposntnng wrath or maknng available to the Paynng Agent/Regnstrar nn accordance wrath an escrow agreement or other nnstrument (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 nnterest in such amounts and at such tames as will ensure the availability without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer wrath the Paynng Agent/Registrar for the payment of rats servnces until all Defeased Certificates shall have become due and payable At such tame as a Certnficate shall be deemed to be a Defeased Certnficate hereunder as aforesand, such Certnficate and the nnterest thereon shall no longer be secured by payable from, or entntled to the benefits of, the ad valorem taxes or revenues herein leveed and pledged as provnded nn thus Ordinance, and such prnncnpal and nnterest shall be payable solely from such money or Defeasance Securrtnes Notwithstanding any other provision of thus Ordinance to the contrary rt ns hereby provnded that any deterrrinatnon not to redeem Defeased Certnficates that is made nn con~unctnon wrath the payment arrangements specnfied nn subsection 23(a)(i) or (ii) shall not be irrevocable, provnded that nn the proceedings providing for such payment arrangements, the Issuer expressly (1) reserves the rnght to call the Defeased Certnficates for redemptnon, (2) graves notice of the reservation of that rnght to the owners of the Defeased Certnficates nmmednately following the maknng of the payment arrangements, and (3) directs that notice of the reservation be included in any redemptnon notnces that rat authornzes (b) Investment in Defeasance Securities. Any moneys so deposited wrath the Paynng Agent/Registrar may at the written dnrectnon of the Issuer be invested nn Defeasance Securities, maturnng nn the amounts and times as herennbefore set forth, and all ncome from such Defeasance Securities received by the Paynng Agent/Registrar that is not required for the payment of the Certificates and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer or deposited as directed nn writing by the Issuer Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Certificates may contain provisions permitting the investment or reinvestment of such moneys nn Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the requirements specified m subsection 23(a)(i) or (ii) All income from such Defeasance Securities received by the Paying Agent/Regnstrar which ns not required for the payment 20 of the Defeased Certificates, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer (c) Paying Agent/Registrar Services Until all Defeased Certificates shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Certificates the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance (d) Selection of Certificates for Defeasance. In the event that the Issuer elects to defease less than all of the principal amount of Certificates of a maturity the Paying AgentlRegistrar shall select, or cause to be selected, such amount of Certificates by such random method as it deems fair and appropriate Section 24 PREAMBLE That the findings set forth in the preamble to this Ordinance are hereby incorporated into the body of this Ordinance and made a part hereof for all purposes Section 25 RULES OF CONSTRUCTION That for all purposes ofthis Ordinance, unless the context requires otherwise, all references to designated Sections and other subdivisions are to the Sections and other subdivisions of this Ordinance The words 'herein 'hereof' and 'hereunder" 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 means that party and its successors and assigns References to any constitutional, statutory or regulatory provision means such provision as it exists on the date this Ordinance is adopted by the City and any future amendments thereto or successor provisions thereof. Any reference to the payment of principal in this Ordinance shall be deemed to include the payment of any mandatory sinking fund redemption payments as described herein. The titles and headings ofthe Sections and subsections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. Section 26 IlVIMEDIATE EFFECT That m accordance with the provisions of Section 1201 028 Texas Government Code, this Ordinance shall be effective immediately upon its adoption by the City Council. Section 27 OPEN MEETING That it is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551 Texas Government Code, as amended 21 ADOPTED this 11th day of November 2008 ATTEST i City Secretary Crty of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY City Attorney City of Fort Worth exas (SEAL) 22 Exhibit A to Ordinance NO FORM OF CERTIFICATE UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH, TEXAS COMBINATION TAX AND WILL ROGERS MEMORIAL CENTER COMPLEX PARKING REVENUE CERTIFICATES OF OBLIGATION SERIES 2008 MATURITY DATE INTEREST RATE DATE OF DELIVERY CUSII' ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, TEXAS (the City" or the 'Issuer") being a political subdivision of the State of Texas, hereby promises to pay to , or to the registered assignee hereof (either being hereinafter called the 'registered owner")the principal amount of DOLLARS and to pay interest thereon, from the Date of Delivery specified above, to the Maturity Date specified above, or the date of its redemption prior to scheduled maturity at the interest rate per annum specified above, with said interest payable on 1 2009 and semiannually on each 1 and 1 thereafter except that if this Certificate is required to be authenticated and the date of its authentication is later than 1 2009 such interest is payable serruannually on each 1 and 1 following such date Interest on this Certificate shall be calculated on the basis of a 360-day year consisting of twelve 30-day months THE PRINCIPAL OF AND INTEREST ON this Certificate are payable m lawful money of the Umted States of America, without exchange or collection charges At maturity or redemption pnor to maturity the principal of this Certificate shall be paid to the registered owner hereof upon presentation and surrender of this Certificate at the designated corporate trust office m Fort Worth, Texas (the 'Designated Trust Office') of Wells Fargo Bank, National Association, which is the 'Paying Agent/Registrar" for this Certificate The payment of interest on this Certificate shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by check, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Certificate (the Certificate Ordinance') to be on deposit with the Paying 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 rt appeared on the fifteenth day of the month preceding each such date (the 'Record Date) on the Registration Books kept by the Paying Agent/Registrar as heremafter described. Any accrued interest due at maturity or redemption as provided herein shall be paid to the registered owner upon presentation and surrender of this Certificate for payment at the Designated Trust Office of the Paying Agent/Registrar The Issuer covenants wrth the registered owner oftlus Certificate that on or before each principal and interest payment date for this Certificate rt will make available to the Paying Agent/Registrar from the 'Interest and Redemption Fund created by the Certificate Ordinance, the amounts required to provide for the payment, m immediately available funds, of all principal of and interest on the Certificates, when due All Certificates of this Serves are issuable solely as fully registered certificates, without interest coupons, m any integral multiple of $5 000 (an Authorized Denomination') IN THE EVENT OF NON PAYMENT of interest on a scheduled payment date, and for 30 days thereafter anew record date for such interest payment (a Special Record Date') will be established by the Paying Agent/Registrar if and when funds for the payment of such interest have been received from the Issuer Notice of the Special Record Date and of the scheduled payment date of the past due interest (Special Payment Date which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each registered owner of a Certificate appearing on the Registration Books kept by the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice IF THE DATE for the payment of the principal of or interest on this Certificate shall be a Saturday Sunday a legal holiday or a day on which banking institutions m the city where the Designated Trust Office of the Paying Agent/Registrar islocated are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday Sunday legal holiday or day on which banking instrtutions are authorized to close, and payment on such date shall have the same force and effect as if made on the original date payment was due THIS CERTIFICATE is one of a Series of Certificates dated 1 200 authorized in accordance wrth the Constitution and laws of the State of Texas m the principal amount of $ ,FOR THE PURPOSE OF PROVIDING PART OF THE FUNDS FOR PAYING CONTRACTUAL OBLIGATIONS TO BE INCURRED BY THE CITY AS SET FORTH iN THE CERTIFICATE ORDINANCE, and the payment of fiscal, engineering and legal fees incurred m connection therewith. THE CITY reserves the option of calking Certificates maturing on and after 1 20 for redemption prior to maturity in whole or in part by lot, on 1 20_ and on any date thereafter at a redemption pace equal to the principal amount thereof, without prermum, plus accrued interest thereon to the date of redemption. If fewer than all of the Certificates are called for redemption at any time, the maturities to be redeemed shall be selected by the City and the Certificates to be redeemed within any one maturity shall be selected by the Paying Agent/Registrar by lot (in such manner as the Paying Agent/Registrar may determine), in integral multiples of $5 000' provided, that during any period in which ownership of the Certificates is determined only by a book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository THE CERTIFICATES are subject to mandatory redemption in part by lot pursuant to the terms of the Certificate Ordinance, on 1 in each of the years 20_ through 20~ in the following years and in the following amounts, at a pace equal to the principal amount thereof and accrued and unpaid interest to the date of redemption, without premium. YEARS AMOUNTS ($) YEARS AMOUNTS ($) Final Maturity AT LEAST 30 days prior to the date fixed for any such redemption (a) a written notice of such redemption shall be given to the registered owner of each Certificate or a portion thereof being called for redemption by depositing such notice in the United States mail, first-class, postage prepaid, addressed to each such registered owner at his address shown on the Registration Books of the Paying Agent/Registrar and (b) notice of such redemption either shall be published one (1) time in or posted electronically on the website of a financial journal or publication of general circulation in the United States of America or the State of Texas carrying as a regular feature notices of municipal bonds called for redemption, provided, however that the failure to send, mail, or receive such notice described in (a) above or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Certificate By the date fixed for any such redemption due provision shall be made by the Issuer with the Paying Agent/Registrar for the payment of the required redemption price for this Certificate or the portion hereof which is to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, this Certificate, or the portion hereof which is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled maturity, and shall not bear interest after the date fixed for its redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of this Certificate or any portion hereof. If a portion of any Certificate shall be redeemed a substitute Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any Authorized Denomination, at the written request of the registered owner and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer all as provided in the Ordinance AS PROVIDED IN THE CERTIFICATE ORDINANCE, this Certificate may at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of fully registered certificates, without interest coupons, payable to the appropriate registered owner assignee, or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, m any Authorized Denorrunation as requested in wrrting by the appropriate registered owner assignee, or assignees, as the case may be, upon surrender of this Certificate to the Paying Agent/Registrar at its Designated Trust Office for cancellation, all m accordance with the form and procedures set forth m the Certificate Ordinance Among other requirements for such assignment and transfer this Certificate must be presented and surrendered to the Paying Agent/Registrar at its Designated Trust Office, together with proper instruments of assignment, m form and with guarantee of signatures satisfactory to the Paying Agent/Registrar evidencing assignment of this Certificate or any portion or portions hereof in any Authorized Denorrunation to the assignee or assignees m whose name or names this Certificate or any such portion or portions hereof is or are to be transferred and registered. The form of Assignment printed or endorsed on this Certificate may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Certificate or any portion or portions hereof from time to time by the registered owner The foregoing notvnthstanding, in the case of the exchange of an assigned and transferred Certificate or Certificates or any portion or portions thereof, such fees and charges of the Paying Agent/Registrarwill bepaid bythe Issuer The one requesting such exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for exchanging any Certificate or portion thereof. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer or exchange as a condition precedent to the exercise of such privilege In any circumstance, neither the Issuer nor the Paying Agent/Registrar shall be requued (1) to make any transfer or exchange during a period beginmng at the opemng of business 30 days before the day of the first mailing of a notice of redemption of the Certificates and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any Certificates so selected for redemption when such redemption is scheduled to occur wrtlun 30 calendar days. WHENEVER the beneficial ownership of this Certificate is deterrruned by a book entry at a securities depository for the Certificates, the foregoing requirements of holding, dehvenng or transferning this Certificate shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registenng or transferring the book entry to produce the same effect. IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer resigns, or otherwise ceases to act as such, the Issuer has covenanted m the Certificate Ordinance that it promptly will appoint a competent and legally qualified substitute therefor and promptly will cause written notice thereof to be mailed to the registered owners of the Certificates IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and validly authorized, issued, and delivered, that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or m the authorization, issuance, and delivery of this Certificate have been performed, existed, and been done m accordance with law' that this Certificate ns a direct obligation of said Issuer issued on the full faith and credit thereof, and that annual ad valorem taxes sufficient to provide for the payment of the interest on and pnncnpal of this Certificate, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property nn said Issuer and have been pledged for such payment, within the limit prescribed bylaw' and pledge of the surplus revenues from the operation of the Parking Facilities (as defined m the Certificate Ordinance) remaining after payment of all operation and maintenance ex penses thereof, have been pledged as addntnonal security for the Certificates BY BECOMING the registered owner of this Certnficate, the registered owner thereby acknowledges all of the terms and provnsnons of the Certificate Ordinance, agrees to be bound by such terms and provnsnons, acknowledges that the Certnficate Ordinance ns duly recorded and available for nnspectnon nn the official minutes and records of the Issuer and agrees that the terms and provnsnons of thus Certnficate and the Certnficate Ordinance constntute a contract between each registered owner hereof and the Issuer IN WITNESS WHEREOF thus Certnficate has been signed wrath the manual or facsimile sngnature of the Mayor of the Issuer attested by the manual or facsimile sngnature of the City Secretary and approved as to form and legalnty wrath the manual or facsimile signature of the City Attorney and the oiicial seal of the Issuer has been duly affixed to or nmpressed, or placed in facsimile, on thus Certnficate xxxxx Crty Secretary Crty of Fort Worth, Texas xxxxx Mayor City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY xxxxx Cnty Attorney City of Fort Worth, Texas (SEAL) FORM OF PAYING AGENT/REGISTRAR SAUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Certificate of Obligation has been issued under the provisions of the proceedings adopted by the Issuer as described m the text of this Certificate of Obligation, and that this Certificate of Obligation has been issued m exchange for or replacement of a certificate of obligation, certificates of obligation, or a portion of a certificate of obligation or certificates of obligation of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas Dated WELLS FARGO BANK, NATIONAL ASSOCIATION Paying Agent/Registrar By Authorized Representative *FORM OF COMPTROLLER S CERTIFICATE ATTACHED TO THE CERTIFICATES UPON II~TITIAL DELIVERY THEREOF OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO I hereby certify that this Certificate of Obligation has been examined, certified as to vahdrty and approved by the Attorney General of the State of Texas, and that this Certificate of Obligation has been registered by the Comptroller of Public Accounts of the State of Texas WITNESS MY HAND and seal of office at Austin, Texas this (SEAL) Comptroller of Public Accounts of the State of Texas NOTE ¶ to accompany initial certificates only FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please insert Social Security or Taxpayer Identification Number of Transferee) l (Please pant or typewrite name and address, including zip code of Transferee) the wrtlun Certificate of Obligation and all rights thereunder and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Certificate of Obligation on books kept for registration thereof, with full power of substitution in the premises Dated Signature Guaranteed NOTICE Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company NOTICE The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Certificate m every particular without alteration or enlargement or any change whatsoever The printer of the Certificates is hereby authorized to print on the Certificates (i) the form of bond counsel s opinion relating to the Certificates, and (ii) an appropriate statement of insurance furnished by a municipal bond insurance company providing municipal bond insurance, if any covering all or any part of the Certificates Exhibit B to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to m Section 16 of tlvs Ordinance Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually m accordance wrth such Section are as specified below The City has heretofore filed with each NRMSIR and the SID its official statement wrth respect to that certain issue of $46,230 000 City of Fort Worth, Texas General Purpose Refunding Bonds, Series 2004 In the ordinance authorizing the issuance of such Bonds, the City agreed to update annually financial information and operating data wrth respect to the Crty of the general type included in such official statement m 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 wrth respect to the Crty is hereby incorporated by reference, and m Section 16 of this Ordinance the Crty 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 16 of this Ordinance are the accounting principles described m the notes to the annual financial report referred to above EXHIBIT C BOND PURCHASE AGREEMENT THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH I, Marty Hendrix, City Secretary of the Crty 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 Crty Council of the City of Fort Worth, Texas held on November 11 2008 and of the ordinance authorizing the issuance of Combination Tax and Will Rogers Memorial Center Complex Parking Revenue Certificates of Obligation, Serves 2008 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 Crty of Fort Worth, this 11th day of November 2008 City Secretary rty of Fort Wo h, Texas (SEAL) -T City of Fort Worth, Texas Mayor and Council Communication _ k ~ ~ ~, COUNCIL ACTION Approved on 11/11/2008 Ord No 18361 11 2008 ~..__ a DATE Tuesday November 11 2008 LOG NAME 13WRMC CO REFERENCE NO G-16355 SUBJECT Adapt an Ordinance Providing for the Issuance of City of Fort Worth Texas Combination Tax and Will Rogers Memorial Center Complex Parking Revenue Certificates of Obligation Series 2008 in an Aggregate Principal Amount Not to Exceed $35 000 000 00 Establishing Parameters Regarding the Sale of the Certificates of Obligation Approving the Execution of a Purchase Agreement; and Ordaining Other Matters Relating to the Subject RECOMMENDATION It is recommended that the City Council 1 Adopt the ordinance providing for the issuance of an aggregate principal amount not to exceed $35 000 000 00 Combination Tax and Will Rogers Memorial Center Complex Parking Revenue Certificates of Obligation Series 2008 2 Authorize the Combination Tax and Will Rogers Memorial Center Complex Parking Revenue Certificates of Obligation Series 2008 be sold within the parameters established in the ordinance and 3 Approve Purchase Agreement setting forth the terms and conditions for the purchase of the Certificates of Obligation DISCUSSION Proceeds from this sale will be used to fund a new garage and parking system including the development, design and construction of a new parking garage located in the vicinity of the Will Rogers Memorial Center and the Cultural District of the City of Fort Worth related road improvements sidewalks geotechnical and environmental testing parking access and infrastructure improvements utility relocations landscaping signage communication and telecommunication systems lighting public art enhancements and Americans with Disabilities Act (ADA) modifications and improvements and the payment of engineering and financing fees related to the project and necessary legal fees The garage's six levels (one level underground) will provide approximately 1 117 parking spaces to begin to address the critical parking needs of the Cultural District. Parking fees will be adjusted to ensure that the debt service is fully covered by parking revenues generated from the Will Rogers Memorial Center Complex parking system While it is anticipated that fees will begin at $5 00 per vehicle and increase over time to support operational and debt service costs, staff will need to maintain the flexibility to adjust rates as needed based on market dynamics The project will be financed for an approximate 25-year term FISCAL INFORMATION/CERTIFICATION Logname: 13WRMC CO Page 1 of 2 The Financial Management Services Director certifies that funds will be available upon completion of the sale closing and delivery of the Not to Exceed $35 000 000 00 Combination Tax and Will Rogers Memorial Center Complex Parking Revenue Certificates of Obligation Series 2008 The Financial Management Services Director also certifies that funds will be available to -make the debt service payments on these obligations. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office b~. Karen Montgomery (6222) Originating Department Head. Lena Ellis (8517) Additional Information Contact: James Mauldin (2438) Logname: 13WRMC CO Page 2 of 2