HomeMy WebLinkAboutOrdinance 17704-08-2007ORDINANCE NO 17704-08 2007
PROVIDING FORTHE ISSUANCE OF ONE HUNDRED MILLION DOLLARS
($100,000 000) OF THE GENERAL PURPOSE BONDS SERIES 2007A, OF THE
CITY OF FORT WORTH, TEXAS, BEARING INTEREST AT THE RATES
HEREINAFTER SET FORTH, AND PROVIDING FOR THE LEVY
ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO PAY THE
INTEREST ON SAID BONDS AND TO CREATE A SINKING FUND FORTHE
REDEMPTION THEREOF AT MATURITY AND ORDAINING OTHER
MATTERS RELATED THERETO
WHEREAS, it is deemed advisable and in -the best interest of the City of Fort Worth (the
'City or the 'Issuer') that ertain general purpose bonds authorized at elections previously held in said
City be combined m a single issue and sold at this time, the dates of election, amount of bonds
authorized thereat, purpose, amount of bonds previously sold, and the amount now to be sold being
as follows:
ELECTION AUTHORIZED PURPOSE PREVIOUSLY SOLD NOW OFFERED
S S S
9,490,000 0
S S S
WHEREAS, the bonds hereinafter authorized to fund the projects hereinafter described are
to be issued and delivered pursuant to the laws of the State of Texas, including specifically Chapter
1331 Texas Government Code; and
WHEREAS, it is deemed advisable and to the best interest of the City that the bonds to be sold
pursuant to the aforesaid elections be sold at this time, pursuant to the laws of the State of Texas.
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH, TEXAS.
1 That the bond or bonds of the City of Fort Worth, Texas (the 'City or the 'Issuer") to be
called 'General Purpose Bonds, Series 2007A (the 'Bonds or the 'Serves 2007A Bonds') be issued
under and by virtue of the Constitution and laws of the State of Texas and the Charter of the City in
the aggregate principal amount of Fifty Million Dollars ($50 000 000) for the purpose of (i) constructing
permanent street and storm sewer unprovements and (ii) paying the costs of issuance associated with
the issuance of the Series 2007A Bonds.
2. That the Series 2007A Bonds shall be dated 1 2007 shall be in the denomination
of $5,000 ch, or any integral multiple thereof, shall be numbered consecutively from R 1 upward, and
shall mature on the maturity date, in ch of the years, and in the amounts, respectively as set forth
in the following schedule:
MATURITY DATE. MARCH 1
YEARS AMOUNTS ($) YEARS AMOUNTS ($)
3 OThat the Ciry reserves the right to redeem the Serves 2007A Bonds maturing on or after
March 1 2018, in whole or in part, on March 1 2017 or on any date thereafter, for the principal
amount thereof plus rued interest thereon to the date fined for redemption. The years of maturity
of the Series 2007A Bonds alled for edemption at the option of the City prior to stated maturity shall
be selected by the City The Series 2007A Bonds or portions thereof redeemed within matunry shall
be elected by lot or other method by the Paying Agent/Registrar (hereinafter defined), provzded, that
during any period in which ownership of the Bonds is determined only by book entry at a securities
depository for the Series 2007A Bonds, if fewer than all of the Series 2007A Bonds of the same
maturity and bearing the same interest ate re to be redeemed, the particular Serves 2007A Bonds of
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such maturity and bearing such interest rate shall be selected in accordance with the rangements
between the Ciry and the securities depository
(b) The Series 2007A Bonds shall be subject to mandatory sinking fund redemption, in the
manner provided in the FORM OF BOND
() At least 30 days prior to the date fixed for any such redemption the City shall cause (i) a
written notice of such redemption to be deposited in the United States mail, first class postage prepaid,
addressed to each such registered owner at his address shown on the Registration Books (hereinafter
defined) of the Paying Agent/Registrar and (ii) notice of such redemption either to be published one
(1) time m 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 regular feature notices
of municipal bonds alled for redemption, provided, however that the failure to send, mail, or receive such
notice described in (i) above, or any defect therein or in the sending or mailing thereof, shall not affect
the vahdiry or effectiveness of the proceedings for the redemption of any Series 2007A Bond, and it
is hereby specifically provided that the provision of notice described in (ii) above shall be the only
notice actually regwred in connection with or as a preregLUSite to the redemption of any Series 2007A
Bonds. By the date fixed for any such redemption, due provision shall be made with the Paying
Agent/Registrar for the payment of the regiured redemption price for the Series 2007A Bonds or the
portions thereof which to be so redeemed, plus rued 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, the Series 2007A Bonds or the portions thereof which re 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 cord in the egistration books all such redemptions of principal of the Series
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2007A Bonds or any portion thereof. If a portion of any Series 2007A Bond shall be redeemed
substitute Series 2007A Bond or Series 2007A Bonds having the same maturity date, bearing interest
at the same rate, in any denomination or denominations in any integral multiple of $5 000 at the
written request of the registered owner, and in an aggregate principal amount equal to the unredeemed
portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at
the expense of the City all as provided in this Ordinance. In addition to the foregoing, the City shall
cause the Paying Agent/Registrar to give notice of any such redemption in the manner set forth in
Section 5(h) hereof. The failure to ause such notice to be given, however, or any defect therein, shall
not affect the validity or effectiveness of such redemption.
4 That the Series 2007A Bonds scheduled to mature during the years, respectively set forth
below shall bear interest at the following rates per annum.
maturities % maturities
maturities % maturities
maturities % maturities
maturities % maturities
maturities % maturities
maturities % maturities
maturities % maturities
maturities % maturities
maturities % maturities
Said interest shall be payable to the registered owner of any such Series 2007A .Bond in the manner
provided and on the dates stated in the FORM OF BOND
5 OThat the City shall keep or ause to be kept at the designated corporate trust office in
Fort Worth, Texas (the 'Designated Trust Office') of Wells Fargo Bank, National Association (the
'Paying Agent/Registrar') or such other bank, trust company financial institution, or other agency
named in ccordance with the provisions of (g) below books or records of the registration and transfer
of the Serves 2007A Bonds (the 'Registration Books') and the City hereby appoints the Paying
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Agent/Registrar as its registrar and transfer agent to keep such books or records and make such
transfers and registrations under such reasonable regulations as the City and Paying Agent/Registrar
may prescribe; and the Paying Agent/Registrar shall make such transfers and registrations as herein pro-
vided. Ir shall be the duty of the Paying Agent/Registrar to obtain from the registered owner and
record in the Registration Books the address of such registered owner of each bond to which payments
with respect to the Series 2007A Bonds shall be mailed, as herein provided. The City or its designee
shall have the nght to inspect the Registration Books during regular business hours of the Paying
Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confi-
dential and, unless otherwise required by law shall not permit their inspection by any other entity
Registration of ach Series 2007A Bond may be transferred in the Registration Books only upon
presentation and surrender of such bond to the PayingAgent/Registrar for transfer of registration and
cancellation, together with proper written instruments of assignment, in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of such bond, or any
portion thereof in any integral multiple of $5 000 to the assignee or assignees thereof, and the right of
such assignee or assignees to have such bond or any such portion thereof registered in the name of
such assignee or assignees. Upon the assignment and transfer of any Series 2007A Bond or any portion
thereof, new substitute bond or bonds shall be issued in exchange therefor in the manner herein
provided.
(b) The entity in whose name any Series 2007A Bond shall be registered in the Registration
Books at any time shall be treated as the absolute owner thereof for all purposes of this Ordinance,
whether or not such bond shall be overdue, and the City and the Paying Agent/Registrar shall not be
affected by any notice to the contrary and payment of, or on account of, the principal of, premium,
if any and interest on any such bond shall be made only to such registered owner. All such payments
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shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum
or sums so paid.
()The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for
paying the principal of and interest on the Series 2007A Bonds, and to act as its agent to exchange or
replace Series 2007A Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep
proper records of all payments made by the City and the Paying Agent/Registrar with respect to the
Series 2007A Bonds, and of all exchanges thereof, and all replacements thereof, as provided in this
Ordinance.
(d) Each Series 2007A Bond may be exchanged for fully registered bonds in the manner set
forth herein. Each bond issued and delivered pursuant to this Ordinance, to the extent of the unre
deemed principal amount thereof, may upon surrender thereof at the Designated Trust Office of the
Paying Agent/Registrar, together with written request therefor duly executed by the registered owner
or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with
guarantee of signatures satisfactory to the PayingAgent/Registrar, at the option of the registered owner
or such assignee or assignees, as appropriate, be exchanged for fully egistered bonds, without interest
coupons, in the form prescribed in the FORM OF BOND in the denomination of $5 000, or any
integral multiple thereof (subJect to the requirement hereinafter stated that ch substitute bond shall
have a single stated maturity date) as requested in writing by such registered owner or such assignee
or signees, in an aggregate principal amount equal to the unredeemed principal amount of any Series
2007A Bond or Series 2007A Bonds so surrendered, and payable to the appropriate registered owner,
assignee, or assignees, as the case may be. If a portion of any Series 2007A Bond shall be redeemed
prior to its scheduled maturity as provided herein, substitute bond or bonds having the same maturity
date, bearing interest at the ame rate, in the denomination or denominations of any integral multiple
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of $5 000 at the request of the registered owner, and in an aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the egistered owner upon surrender thereof for
cancellation. If any Series 2007A Bond or portion thereof is assigned and transferred, ach bond issued
in exchange therefor shall have the same principal matunry date and bear interest at the same rate as
the bond for which it is being exchanged. Each substitute bond shall bear letter and/or number to
distinguish it from each other bond. The Paying Agent/Registrar shall exchange or replace Series
2007A Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for
or replacement of any Series 2007A Bond or portion thereof as permitted or required by any provision
of this Ordinance shall constitute one of the Series 2007A Bonds for all purposes of this Ordinance,
and may again be exchanged or replaced. It is specifically provided, however, that any Series 2007A
Bond delivered in exchange for or replacement of another Series 2007A Bond prior to the .first
scheduled interest payment date on the Series 2007A Bonds (as .stated on the face thereo~ shall be
dated the same date as such Series 2007A Bond, but ch substitute bond so delivered on or after such
first scheduled interest payment date shall be dated as of the interest payment date preceding the date
on which such substitute bond is delivered, unless such substitute bond is delivered on an interest
payment date, in which case it shall be dated as of such date of delivery• provided, however, that if at
the time of delivery of any substitute bond the interest on the bond for which it is being exchanged
has not been paid, then such substitute bond shall be dated as of the date to which such interest has
been paid in full. On each substitute bond issued in exchange for or replacement of any Series 2007A
Bond or Serves 2007A Bonds issued under this Ordinance there shall be printed thereon Paying
Agent/Registrar's Authentication Certificate, in the form hereinafter set forth in the FORM OF
BOND (the Authentication Certificate') An authorized representative of the PayingAgent/Registrar
shall, before the delivery of any such substitute bond, date such substitute bond in the manner set forth
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above, and manually sign and date the Certificate, and no such substitute bond shall be deemed to be
issued or outstanding unless the Certificate is so executed. The Paying Agent/Registrar promptly shall
ancel all Series 2007A Bonds surrendered for exchange or replacement. No additional ordinances,
orders, or resolutions need be passed or adopted by the City Council or any other body or person so
as to accomplish the foregoing exchange or replacement of any Series 2007A Bond or portion hereof,
and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute
bonds in the manner prescribed herein. Pursuant to Chapter _1206, Texas Government Code, the duty
of exchange or replacement of any Serves 2007A Bond as aforesaid is hereby unposed upon the Paying
Agent/Registrar, and, upon the execution of the Authentication Certificate, the exchanged or replaced
bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the
Series 2007A Bonds which originally were delivered pursuant to this Ordinance, approved by the
Attorney General, and egistered by the Comptroller of Public Accounts. Neither the City nor the
Paying Agent/Registrar shall be equired (1) to issue, transfer, or exchange any bond during a penod
beginning at the operiirig of business 30 days before the day of the first mailing of notice of
redemption of bonds and ending at the close of business on the day of such mailing, or (2) to transfer
or exchange any bond so selected for redemption in whole when such redemption is scheduled to
occur within 30 calendar days.
(e) All Serves 2007A Bonds issued in exchange or replacement of any other Series 2007A Bond
or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the
principal of and interest on such Series 2007A Bonds to be payable only to the registered owners
thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) maybe transferred and assigned,
(iv) may be exchanged for other Series 2007A Bonds, (v) shall have the characteristics, (vi) shall be
signed and sealed, and (vii) the principal of and interest on the Series 2007A Bonds shall be payable,
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all as provided, and in the manner required or indicated, in the FORM OF BOND
(~ The City shall pay the Paying Agent/Registrar's reasonable and customary fees and charges
for making transfers of Serves 2007A Bonds, but the registered owner of any Series 2007A Bond
requesting such transfer shall pay any taxes or other governmental charges required to be paid with
respect thereto The registered owner of any Serves 2007A Bond requesting any exchange shall pay the
Paying Agent/Registrar s reasonable and standard or customary fees and charges for exchanging any
such bond or portion thereof, togetherwith any taxes or governmental charges required to be paid with
respect thereto all as condition precedent to the exercise of such privilege of exchange, except,
however, that in the ase of the exchange of an assigned and transferred bond or bonds or any portion
or portions thereof in any integral multiple of $5 000 and in the ase of the exchange of the
unredeemed portion of Series 2007A Bond which has been edeemed in part prior to maturity as
provided in this Ordinance, such fees and charges will be paid by the City In addition, the City hereby
covenants with the registered owners of the Series 2007A Bonds that it will (i) pay the reasonable and
standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to
the payment of the principal of and interest on the Series 2007A Bonds, when due, and (ii) pay the fees
and charges of the Paying Agent/Registrar for services with respect to the transfer or registration of
Series 2007A Bonds solely to the extent above provided, and with respect to the exchange of Series
2007A Bonds solely to the extent above provided.
(g) The City covenants with the egistered owners of the Series 2007A Bonds that at all tunes
while the Series 2007A Bonds are outstanding the City will provide competent and legally qualified
bank, trust company financial institution, or other agency to act as and perform the services of Paying
Agent/Registrar for the Series 2007A Bonds under this Ordinance, and that the Paying Agent/Registrar
will be one entity The City reserves the right to and may at its option, change the Paying
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Agent/Registrar upon not less than 60 days written nonce to the Paying Agent/Registrar. In the event
that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, cgmsition, or
other method) should resign or otherwise cease to act as such, the City covenants that promptly it will
appoint competent and legally qualified national or state banking institution which shall be a
corporation organized and doing business under the laws of the United States of America or of any
state, authorized under such laws to exercise trust powers, subject to supervision or examination by
federal or state authority and whose qualifications substantially are similar to the previous Paying
Agent/Registrar to act as Paying Agent/Registrar under this Ordinance. Upon any change in the
Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books (or copy thereo~ along with all other pertinent books and records relating to the
Series 2007A Bonds, to the new Paying Agent/Registrar designated and appointed by the Ciry Upon
any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be
sent by the new PayingAgent/Registrar to ach registered owner of the Series 2007A Bonds, by United
States mail, first class postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar. By accepting the position and performing as such, ch Paying Agent/Registrar shall
be deemed to have agreed to the provisions of this Ordinance, and ertified copy of this Ordinance
shall be delivered to each Paying Agent/Registrar.
(h) (i) In addition to the manner of providing notice of redemption of Series 2007A Bonds as
set forth in this Ordinance, the Paying Agent/Registrar shall give notice of edemption of Series 2007A
Bonds by United States mail, first class postage prepaid, at least thirty (30) days prior to redemption
date to each NRMSIR (as defined in Section 14 hereof} and the SID (as defined in Section 14 hereo~
In addition, in the event of edemption caused by an advance efunding of the Series 2007A Bonds,
the Paying Agent/Registrar shall send second notice of edemption to the persons specified in the
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irrimediately preceding sentence at least thirty (30) days but not more than ninety (90) days prior to the
actual redemption date. Any notice ent to the NRMSIRs or the SID shall be sent so that they are
received at least two (2) days prior to the general mailing or publication date of such notice. The Paying
Agent/Registrar shall also send notice of prepayment or redemption to the owner of any Series
2007A Bond who has not sent the Series 2007A Bonds in for redemption sixty (60) days after the
redemption date.
(ii) Each redemption notice, whether required in the FORM OF BOND or otherwise by
this Ordinance, shall contain description of the Series 2007A Bonds to be redeemed, including the
complete name of the Series 2007A Bonds, the serves, the date of issue, the interest rate, the maturity
date, the CUSIP number, if any the amounts called of each rtificate, the publication and mailing date
for the notice, the date of redemption, the redemption price, the name of the Paying Agent/Registrar
and the address at which the Series 2007A Bond may be redeemed, including contact person and
telephone number.
(iu) All redemption payments made by the Paying Agent/Registrar to the registered owners
of the Series 2007A Bonds shall include CUSIP numbers relating to each amount paid to such
registered owner.
6. That the form of all Series 2007A Bonds, including the form of the Comptroller s
Registration Certificate to company the Serves 2007A Bonds on the initial delivery thereof, the form
of the Authentication Certificate, and the Form of Assignment to be punted on ch of the Series
2007A Bonds, shall be, respectively substantially as set forth in Exhibit A to this Ordinance, with such
appropriate variations, omissions, or insertions as are permitted or required by this Ordinance. Upon
the delivery of the Series 2007A Bonds to the Purchaser (as defined in Section 10 of this Ordinance)
the Paying Agent/Registrar shall complete the 'Date of Delivery on ch of the Series 2007A Bonds.
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7 (a) That a special fund or account, to be designated the 'City of Fort Worth, Texas Series
2007A General Purpose Bonds Interest and Redemption Fund (the 'Interest and Redemption Fund')
is hereby created and shall be established and maintained by the City The Interest and Redemption
Fund shall be kept separate and apart from all other funds and accounts of the City and shall be used
only for paying the interest on and principal of the Series 2007A Bonds. All taxes levied and collected
for and on ccount of the Series 2007A Bonds shall be deposited, as collected, to the credit of the
Interest and Redemption Fund. During ach year while any of the Series 2007A Bonds is outstanding
and unpaid, the Ciry Council of the City shall compute and ascertain the rate and amount of ad valorem
tax, based on the latest approved tax rolls of the City with full allowances being made for tax
delinquencies and costs of tax collections, which will be sufficient to raise and produce the money
required to pay the interest on the Series 2007A Bonds as such interest comes due, and to provide a
sinking fund to pay the principal (including mandatory sinking fund redemption payments, if any) of
the Series 2007A Bonds as such principal matures, but never less than 2% of the outstanding principal
amount of the Series 2007A Bonds as a sinking fund ch year. Said rate and amount of ad valorem
tax is hereby ordered to be levied and is hereby levied against all taxable property in the Ciry for ach
year while any of the Series 2007A Bonds is outstanding and unpaid, and said ad valorem tax shall be
assessed and collected ach such year and deposited to the credit of the Interest and Redemption Fund.
Said ad valorem taxes necessary to pay the interest on and principal of the Series 2007A Bonds, such
interest comes due, and such principal matures or comes due through operation of the mandatory
sinking fund redemption, if any as provided m the FORM OF BOND are hereby pledged for such
purpose, within the limit prescribed by law There shall be appropriated from the General Fund of the
City for deposit into the Interest and Redemption Fund moneys as maybe necessary to pay the first
scheduled interest payments on the Series 2007A Bonds.
(b) Chapter 1208, Texas Government Code, applies to the issuance of the Series 2007A Bonds
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and the pledge of ad valorem taxes made under Section 7(a) of this Ordinance, and such pledge is
therefore valid, effective, and perfected. If Texas law is amended at any time while the Series 2007A
Bonds are outstanding and unpaid such that the pledge of ad valorem taxes made by the City under
Section 7() of this Ordinance is to be subject to the filing requirements of Chapter 9 Texas Business
& Commerce Code, then in order to preserve to the registered owners of the Series 2007A Bonds the
perfection of the security interest in said pledge, the City agrees to take such measures as it determines
are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9
Texas Business & Commerce Code and enable a filing to perfect the security interest m said pledge to
occur.
8. O That in the event any outstanding Serves 2007A Bond is damaged, mutilated, lost, stolen,
or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, new bond
of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen, or
destroyed Series 2007A Bond, in replacement for such Series 2007A Bond in the manner hereinafter
provided.
(b) Appltcation for replacement of damaged, mutilated, lost, stolen, or destroyed Series 2007A
Bonds shall be made to the Paying Agent/Registrar. In every ase of loss, theft, or destruction of
Series 2007A Bond, the applicant for replacement bond shall furmsh to the City and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them harmless
from any loss or damage with espect thereto Also m every ase of loss, theft, or destruction of
Series 2007A Bond, the applicant shall furnish to the City and to the Paying Agent/Registrar evidence
to their satisfaction of the loss, theft, or destruction of such Series 2007A Bond, as the case may be.
In every ase of damage or mutilation of a Series 2007A Bond, the applicant shall surrender to the
Paying Agent/Registrar for ancellation the Series 2007A Bond so damaged or mutilated.
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O Notwithstanding the foregoing provisions of this Section, in the event any such Serves
2007A Bond shall have matured, and no default has occurred which is then continuing in the payment
of the principal of, redemption premium, if any or interest on the Series 2007A Bond, the City may
authorize the payment of the same (without surrender thereof except in the ase of a damaged or muti-
lated Series 2007A Bond) instead of isswng replacement Series 2007A Bond, provided security or
indemnity is furnished as above provided in this Section.
(d) Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the
owner of such Series 2007A Bond with all legal, printing, and other expenses in connection therewith.
Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any
Serves 2007A Bond is lost, stolen, or destroyed shall constitute contractual obligation of the City
whether or not the lost, stolen, or destroyed Series 2007A Bond shall be found at any time, or be
enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and
proportionately with any and all other Series 2007A Bonds duly issued under this Ordinance.
O In cordance with Chapter 1206, Texas Government Code, this Section of this Ordinance
shall constitute authority for the issuance of any such replacement bond without necessity of further
action by the governing body of the City or any other body or person, and the duty of the replacement
of such bonds is hereby authorized and unposed upon the Paying Agent/Registrar, subject to the
conditions unposed by this Section 8 of this Ordinance, and the Paying Agent/Registrar shall
authenticate and deliver such bonds in the form and manner and with the effect, as provided in Section
5(d) of this Ordinance for Series 2007A Bonds issued in exchange for other Series 2007A Bonds.
9 That the Mayor, the City Secretary the City Manager, any Assistant City Manager or the
Chief Financial Officer of the City the Director of Finance, and all other officers, employees, and
agents of the City and ch of them, shall be and they are hereby expressly authorized, empowered,
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and directed from tune to tune and at any time to do and perform all such acts and things and to
execute, ckriowledge, 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 or the Series 2007A Bonds. In case any officer whose
signature appears on any Series 2007A Bond shall cease to be such officer before the delivery of such
Serves 2007A Bond, such signature shall nevertheless be valid and sufficient for all purposes the same
as if he or she had remained in office until such delivery The City Manager of the City or the designee
thereof is hereby authorized to have control of the Serves 2007A Bonds and all necessary records and
proceedings pertaining to the Series 2007A Bonds pending their delivery and their investigation,
examination and approval by the Attorney General of the State of Texas, and their registration by the
Comptroller of Public Accounts of the State of Texas. Upon registration of the Series 2007A Bonds,
said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller)
shall manually sign the Comptroller's Registration Certificate companying the Series 2007A Bonds,
and the seal of said Comptroller shall be unpressed, or placed in facsimile, on ach such rtificate. The
City Council hereby authorizes the payment of the fee of the Office of the Attorney General of the
State of Texas for the examination of the proceedings relating to the issuance of the Series 2007A
Bonds, in the amount determined in accordance with the provisions of Section 1202.004 Texas
Government Code.
10 () That the sale of the Series 2007A Bonds to (the 'Purchaser') at the
purchase price set forth in the hereinafter defined Purchase Agreement, is hereby authorized, ratified
and confirmed. It is hereby officially found, determined and declared that the Serves 2007A Bonds were
sold at terms that were the most advantageous reasonably obtained.
(b) The Series 2007A Bonds are to be sold to the Purchaser pursuant to the terms of Purchase
Agreement between the City and the Purchaser (the 'Purchase Agreement') in substantially the form
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attached to this Ordinance as Exhibit B The City Manager is authorized to execute the Purchase
Agreement on behalf of the City
11 That the Issuer covenants to take any action to assure, or refrain from any action which
would adversely affect, the treatment of the Series 2007A Bonds as obligations described in section 103
of the Internal Revenue Code of 1986 (the 'Code') the interest on which is not includable in the
gross income of the holder for purposes of federal income taxation. In fizrtherance thereof, the
Issuer covenants as follows:
() to take any action to assure that no more than 10 percent of the proceeds of
the Series 2007A Bonds or the protects financed therewith (less amounts deposited to reserve
fund, if any) are used for any private business use, as defined iri section 141 (b) (6) of the Code
or, if more than 10 percent of the proceeds are so used, that amounts, whether or not received
by the Issuer, with respect to such private business use, do not, under the terms of this
Ordinance or any underlying arrangement, directly or indirectly secure or provide for the
payment of more than 10 percent of the debt ervice on the Series 2007A Bonds, m contra
vention of section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the private business use
described in subsection ()hereof exceeds 5 percent of the proceeds of the Series 2007A Bonds
or the protects financed therewith (less amounts deposited into eserve fund, if any) then the
amount iri excess of 5 percent is used for 'private business use which is related and not
disproportionate, within the meaning of section 141 (b) (3) of the Code, to the governmental
use;
(c) to take any action to assure that no amount which is greater than the lesser of
$5 000 000 or 5 percent of the proceeds of the Series 2007A Bonds (less amounts deposited
into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
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state or local governmental units, in contravention of section 141() of the Code;
(d) to refrain from taking any action which would otherwise result in the Series
2007A Bonds being treated as private activity bonds within the meaning of section 141 (b) of
the Code;
O to refrain from taking any ction that would result in the Series 2007A Bonds
being federally guaranteed within the meaning of section 149(b) of the Code;
(~ to refrain from using any portion of the proceeds of the Series 2007A Bonds,
directly or indirectly to cquire or to replace funds which were used, directly or indirectly to
acquire investment property (as defined 113 section 148(b)(2) of the Code) which produces
materially higher yield over the term of the Series 2007A Bonds, other than investment
property acquired with
(1) proceeds of the Series 2007A Bonds invested for reasonable
temporary period of 3 years or less until such proceeds are needed for the purpose for
which the bonds re issued,
(2) amounts invested m bona fide debt service fund, within the meaning
of section 1 148-1(b) of the Treasury Regulations, and
(3) amounts deposited in any asonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Series 2007A Bonds;
(g~ to otherwise restrict the use of the proceeds of the Series 2007A Bonds or
amounts treated as proceeds of the Series 2007A Bonds, as may be necessary so that the Series
2007A Bonds do not otherwise contravene the equirements of section 148 of the Code
(relating to arbitrage) and, to the xtent applicable, section 149(d) of the Code (relating to
17
advance refundings) and
(h) to pay to the United States of America at least once during each five year period
(beginning on the date of delivery of the Series 2007A Bonds) an amount that is at least equal
to 90 percent of the 'Excess Earnings within the meaning of section 148(f) of the Code and
to pay to the United States of America, not later than 60 days after the Series 2007A Bonds
have been paid in fu11,100 percent of the mount then required to be paid as esult. of Excess
Earnings under section 1480 of the Code.
For purposes of the foregoing clauses ()and (b) above, the Issuer understands that the term
proceeds includes disposition proceeds as defined iri the Treasury Regulations and, m the ase of
a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended prior
to the date of the issuance of the Bonds. It is the understanding of the Issuer that the covenants
contained herein are intended to assure compliance with the Code and any regulations or rulings
promulgated by the U.S. Department of the Treasury pursuant thereto In the event that regulations
or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to
the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent
that such failure to comply in the opinion of nationally recognized bond counsel, will not adversely
affect the exemption from federal income taxation of interest on the Bonds under section 103 of the
Code. In the event that regulations or rulings hereafter promulgated which impose additional
requirements which are applicable to the Bonds, the Issuer agrees to comply with the additional
equirements to the extent necessary in the opinion ofnationally-recognized bond counsel, to preserve
the exemption from federal income taxation of interest on the Bonds under section 103 of the Code.
In furtherance of the foregoing, each of the Mayor, the City Manager, any Assistant City Manager, the
Chief Financial Officer of the City and the Director of Finance may execute any certificates or other
18-
reports required by the Code and to make such elections, on behalf of the City which may be
permitted by the Code as are consistent with the purpose for the issuance of the Bonds.
In order to facilitate compliance with the above clause (h) 'Rebate Fund is hereby
established by the City for the sole benefit of the United States of America, and such Rebate Fund shall
not be subject to the claim of any other person, including without limitation the registered owners of
the Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148
of the Code.
12. That the Issuer covenants to account for the expenditure of proceeds from the sale of the
Series 2007A Bonds and any investment arnings thereon to be used for the purposes described in
clause (i) of Section 1 of this Ordinance (each such purpose referred to herein and Section 13 hereof
as 'Project') on its books and cords by allocating proceeds to expenditures within 18 months of
the later of the date that ()the expenditure on Project is made or (b) ach such Protect is completed.
The foregoingnotwithstanding, the Issuer shall not expend such proceeds or investment arnings more
than 60 days after the later of (a) the fifth anniversary of the date of delivery of the Series 2007A Bonds
or (b) the date the Series 2007A Bonds are etired, unless the Issuer obtains an opinion of nationally
recognized bond counsel substantially to the effect that such expenditure will not adversely affect the
tax-exempt status of the Series 2007A Bonds.
13 That the Issuer covenants that the property constituting Project will not be sold or
otherwise disposed in a transaction resultingin the receipt by the Issuer of ash or other compensation,
unless the Issuer obtains an opinion of nationally recognized bond counsel substantially to the effect
that such sale or other disposition will not adversely affect the tax exempt status of the Series 2007A
Bonds. For purposes of this Section, the portion of the property comprising personal property and
disposed of in the ordinary course of business shall not be treated as transaction resulting in the
19-
receipt of cash or other compensation. For purposes of this Section, the Issuer shall not be obligated
to comply with this covenant if it obtains an opuuon of nationally recognized bond counsel to the
effect that such failure to comply will not adversely affect the excludability for federal .income tax
purposes from gross income of the interest.
14 (a) Definztrons. That as used in this Section, the following terms have the meanings ascribed
to such terms below
MAC' means the Mumcipal Advisory Council of Texas.
MSRB" means the Municipal Securities Rulemaking Board.
NKMSIK means ach person whom the SEC or its staff has determined to be
nationally recognized municipal securities information repository within the meaning of the Rule from
tune to tune.
Rule" means SEC Rule 15c2 12, as amended from tune to tune.
SEC' means the United States Securities and Exchange Commission.
SID" means any person designated by the State of Texas or an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, state information
depository within the meaning of the Rule from tune to tune.
(b) Annual Keports. (i) The Ciry shall provide annually to ach NRMSIR and any SID within
six months after the end of ach fiscal year ending in or after 2007 financial information and operating
data with espect to the Ciry of the general type described in Exhibit C hereto Any financial
statements so to be provided shall be (1) prepared in cordance with the counting principles
described in Exhibit C hereto or such other counting principles as the Ciry may be required to
employ from tune to time pursuant to state law or regulation, and (2) audited, if the Ciry commissions
an audit of such statements and the audit is completed within the period during which they must be
provided. If the audit of such financial statements is not complete within such period, then the City
shall provide unaudited financial statements by the required time, and shall provide audited financial
20-
statements for the applicable fiscal year to ch NRMSIR and any SID when and if the audit report
on such statements becomes available.
(ii) If the City changes its fiscal year, it will notify ach 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 City otherwise would
be required to provide financial information and operating data pursuant to this Section. The financial
information and operating data to be provided pursuant to this Section may be set forth m full in one
or more documents or may be included by specific eference to any document (including an official
statement or other offering document, if it is available from the MSRB) that theretofore has been
provided to ach NRMSIR and any SID or filed with the SEC.
(c) MaterzalEventNotrce.r. The City shall notify any SID and either ch NRMSIR or the MSRB
in timely manner, of any of the following events with respect to the Series 2007A Bonds, if such event
is material within the meaning of the federal securities laws:
1 Principal and interest payment deltnquencies;
2. Non payment related defaults;
3 Unscheduled draws on debt service reserves reflecting financial difficulties,
4 Unscheduled draws on credo enhancements reflecting financial difficulties;
5 Substitution of credit or liquidity providers, or their failure to perform,
6. Adverse tax opinions or events affecting the tax-exempt status of the Series
2007A Bonds;
7 Modifications to rights of holders of the Series 2007A Bonds;
8. Series 2007A Bond calls,
9 Defeasances;
10 Release, substitution, or sale of property ecurmg repayment of the Serves
2007A Bonds, and
11 Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB in timely manner, of any failure
by the City to provide financial information or operating data in ccordance with subsection (b) of this
Section by the tune required by such subsection. Any filing under this Section may be made solely by
transmitting such filing to the MAC as provided at http://www.disclosureusa.o~, unless the SEC has
withdrawn the interpretive advice stated in its letter to the MAC dated September 7 2004
21
(d) Lzmatataons, Dasclaanlers, and Ar~rendsnents. (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 Cary remains
an obligated person with respect to the Serves 2007A Bonds within the meaning of the Rule, except
that the City m any event will give notice of any deposit made in accordance with this Ordinance or
applicable law that causes any Series 2007A Bonds no longer to be outstanding
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Series 2007A Bonds, and nothing in this Section, xpress or irriplied, shall give any benefit or any
legal or equitable right, remedy or claim hereunder to any other person. The Ciry undertakes to
provide only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other information that may be relevant or material to a complete presentation of the City s financial
results, condition, or prospects or to update any information provided in accordance with this Section
or otherwise, except as expressly provided herein. The Ciry does not make any representation or
warranty concerning such information or its usefiilriess to a decision to invest in or sell Series 2007A
Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY SERIES 2007A BOND OR ANY OTHER PERSON IN
CONTRACT OR TORT FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY
BREACH BY THE CITY WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART OF
ANY COVENANT SPECIFIED IN THIS SECTION BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON IN CONTRACT OR TORT FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(iv) No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of tliis
22
Ordinance. 'Nothing in this Section is intended or shall ct to dtsclairri, waive, or otherwise hmrt the
duties of the City under federal and state securities laws.
(v) The provisions of this Section may be amended'by the City from time to time to adapt to
changed circumstances that arise from change in legal requirements, change in law or change in
the identity nature, status, or type of operattons of the City but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Series 2007A Bonds
in the primary offering of the Senes 2007A Bonds in compliance with the Rule, taking into account any
amendments or interpretations of the Rule since such offering as well as such changed circumstances
and (2) either (a) the holders of a majority m aggregate principal amount (or any greater amount
required by any other provision of this Ordinance that authorizes such an amendment) of the
outstanding Series 2007A Bonds consent to such amendment or (b) a person that is unaffiliated with
the City (such as nationally recognized bond counsel) determines that such amendment will not
materially impair the interest of the holders and beneficial owners of the Series 2007A Bonds. If the
City so amends the provisions of this Section, it shall include with any amended financial information
or operating data next provided in accordance with subsection (b) of this Section an explanation, in
narrative form, of the reason for the amendment and of the impact of any change in the type of
financial information or operating data so provided. The City may also amend or repeal the provisions
of this continuing disclosure agreement if the SEC amends or epeals the applicable provision of the
Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but
only if and to the extent that the provisions of this sentence would not prevent an underwriter from
lawfully purchasing or selling Series 2007A Bonds in the primary offering of the Senes 2007A Bonds.
15. That interest earnings derived from the investment of proceeds from the sale of the
Series 2007A Bonds may be used along with other available bond proceeds for the construction of the
permanent improvements set forth iri clause (i) of Section 1 hereof for which the Series 2007A Bonds
-23-
are issued or for the payment of debt service on the Series 2007A Bonds, provaded, that after completion
of such permanent irriprovements, if any of such interest arrings remain on hand, such interest
earnings shall be deposited in the Interest and Redemption Fund. It is further provided, however, that
any interest earrings on bond proceeds which required to be rebated to the United States of
America pursuant to Section 11 hereof in order to prevent the Series 2007 Bonds from being
rbitrage bonds shall be so rebated and not considered as interest arnings for the purposes of this
Section.
16. That should the terms of the Purchase Agreement so provide, the Series 2007A Bonds
initially shall be issued and delivered in such manner that no physical distribution of the Series 2007A
Bonds will be made to the public, and The Depository Trust Company ("DTC') New York, New
York, iutially may act as depository for the Series 2007A Bonds. DTC has represented that it is
limited purpose trust company incorporated~under the laws of the State of New York, a member of
the Federal Reserve System, clearing corporation within the meaning of the New York Uniform
Commercial Code, and a clearing agency registered under Section 17A of the Securities Exchange Act
of 1934 as amended, and the City epts, but in no way verifies, such representations. The definitive
Series 2007A Bonds delivered to the Purchaser may be registered in the name of CEDE & CO the
nominee of DTC, if the terms of the Purchase Agreement so provide. DTC may hold the Series
2007A Bonds on behalf of the Purchaser. So long as ch Senes 2007A Bonds is registered in the name
of CEDE & CO the Paying Agent/Registrar shall treat and deal with DTC the same in all respects
as if it were the ctual and beneficial owner thereof. DTC may maintain book entry system which
will identify ownership of the Series 2007A Bonds in integral amounts of $5 000 with transfers of
ownership being effected on the records of DTC and its participants pursuant to rules and regulations
established by them, and that, if the terms of the Purchase Agreement so provide, the Series 2007A
24-
Bonds initially deposited with DTC shall be immobilized and not be further exchanged for substitute
Serves 2007A Bonds except as hereinafter provided. The City is not responsible or liable for any
functions of DTC, will not be responsible for paying any fees or charges with respect to its services,
will not be responsible or liable for maintaining, supervising, or reviewing the records of DTC or its
participants, or protecting any interests or rights of the beneficial owners of the Series 2007A Bonds.
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 Series 2007A Bonds, and the method of paying the fees and charges of DTC. The City does not
represent, nor does it in any way covenant that any book-entry system established with DTC will be
maintained in the future. If for any reason should any of the originally delivered Series 2007A Bonds
duly file with the Paying Agent/Registrar with proper request for transfer and substitution, as provided
for in this Ordinance, substitute Series 2007A Bonds will be duly delivered as provided in this
Ordiriance, and there will be no assurance or representation that any book entry system will be
maintained for such Series 2007A Bonds. Should there be established book entry system with DTC,
the City heretofore has executed 'Blanket Letter of Representations prepared by DTC in order to
implement the book entry system described above.
17 (a) Defea.red Bonds. That any Series 2007A Bond and the interest thereon shall be deemed
to be paid, retired and no longer outstanding (a 'Defeased Bond') within the meaning of tliis
Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the
principal of such Series 2007A Bond, plus interest thereon to the due date (whether such due date be
by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance
with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably
depositing with or making available to the Paying Agent/Registrar in cordance with an escrow
25-
~-,
agreement or other instrument (the 'Future Escrow Agreement') for such payment (1) lawful money
of the United States of America sufficient to make such payment or (2) Defeasance Securities that
mature as to principal and interest ui such amounts and at such times as will insure the availability
without reinvestment, of sufficient money to provide for such payment, and when proper arrangements
have been made by the Issuer with'the Paying Agent/Registrar for the payment of its services until all
Defeased Bonds shall have become due and payable. At such tirrie as a Serves 2007A Bond shall be
deemed to be Defeased Bond hereunder, as aforesaid, such Series 2007A Bond and the interest
thereon shall no longer be secured by payable from, or entitled to the benefits of, the ad valorem taxes
or revenues herein levied and pledged as provided in this Ordinance, and such principal and interest
shall be payable solely from such money or Defeasance Securities. Notwithstanding any other provision
of this Ordinance to the contrary it is hereby provided that any determination not to redeem Defeased
Bonds that is made in con~unetion with the payment arrangements specified in subsection 17( )(i) or
(ii) shall not be irrevocable, provided that: (1) in the proceedings providing for such payment
arrangements, the Issuer expressly reserves the right to all the Defeased Bonds for redemption, (2)
gives notice of the reservation of that right to the owners of the Defeased Bonds immediately following
the making of the payment arrangements, and (3) directs that notice of the reservation be included m
any redemption notices that it authorizes.
(b) Investment an Defeasance Secuntaes. Any moneys so deposited with the Paying
Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities,
maturing in the amounts and times as herembefore set forth, and all income from such Defeasance
Securities received by the Paying Agent/Registrar that is not required for the payment of the Series
2007A Bonds and interest thereon, with respect to which such money has been so deposited, shall be
turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow
Agreement pursuant to which the money and/or Defeasance Securities are held fox the payment of
2~-
Defeased Bonds may contain provisions permitting the investment or reinvestment of such moneys
in Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the
requirements specified in subsection 17( )(i) or (ii) All income from such Defeasance Securities
received by the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds,
vcnth respect to whtch such money has been so deposited, shall be remitted to the Issuer or deposited
as directed in writing by the Issuer
O Defeasance Secuntaes D~ned. The term 'Defeasance Securities means (i) direct,
noncallable obligations of the Umted States of America, includtng obligations that are unconditionally
guaranteed by the United States of America, (ii) noncallable obligations of an agency or instrumentality
of the United States of America, including obligations that are unconditionally guaranteed or ensured
by the agency or instrumentality and that, on the date of the purchase thereof are rated as to
investment quality by nationally recognized investment rating firm not less than AAA or its
equivalent, and (iii) noncallable obligations of state or an agency or county municipality or other
political subdivision of state that have been refunded and that, on the date on the date the governing
body of the Issuer adopts or approves the proceedings authorizing the financial arrangements are rated
as to investment quality by nationally recognized investment rating firm not less than AAA or its
equivalent.
(d) Payzng Agent/Kegastrar Servaces Until all Defeased Bonds shall have become due and
payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such
Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper
arrangements to provide and pay for such services as regwred by this Ordinance.
2~
() Selection ofBondaforDefearance. In the event that the Issuer elects to defease less than all
of the principal amount of Serves 2007A Bonds of maturity the Paying Agent/Registrar shall select,
or cause to be selected, such amount of Series 2007A Bonds by such andom method as it deems fair
and appropriate.
18. (a) Events of Default. That ach of the following occurrences or events for the purpose of
this Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Series
2007A Bonds when the same becomes due and payable; or
(ii) default iri the performance or observance of any other covenant, agreement or
obligation of the City the failure to perform which materially adversely affects the rights of the
registered owners of the Series 2007A Bonds, including, but not lunited to their prospect or
ability to be repaid in ccordance with this Ordinance, and the continuation thereof for a
period of 60 days after nonce of such default is given by any registered owner to the City
(b) Bemedie.r for Default.
(i) Upon the happentng of any Event of Default, then and in every any registered
owner or an authorized epresentative thereof, including, but not limited to trustee or
trustees therefor, may proceed against the City or any official, officer or employee of the Ciry
m their official apaciry for the purpose of protecting and enforcing the rights of the registered
owners under this Ordinance, by mandamus or other sort, ction or.special proceedtngin equity
or at law in any court of competent ~urisdtction, for any ehef permitted bylaw including the
specific performance of any covenant or agreement contained herein, or thereby to en~om any
act or thing that may be unlawful or in violation of any right of the registered owners hereunder
or any combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
28-
equal benefit of all registered owners of Series 2007A Bonds then outstanding
() Bemedie.c Not Exclurzve.
(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 Serves 2007A Bonds or now
or hereafter existing at law or m equity provaded, however that notwithstanding any other
provision of this Ordinance, the right to ccelerate the debt evidenced by the Series 2007A
Bonds shall not be available as remedy under thts Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed
waiver of any other available remedy
(iii) By epting the delivery of Series 2007A Bond authorized under this Ordinance,
such registered owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to
personal or pecuniary liability or charge against the officers, employees or trustees of the City
or the City Council.
(iv) None of the members of the City Council, nor any other official or officer, agent,
or employee of the City shall be charged personally by the registered owners with any liability
or be held personally liable to the registered owners under any term or provision of this
Ordinance, or because of any Event of Default or alleged Event of Default under this
Ordinance.
19 That the proceeds from the ale of the Series 2007A Bonds shall be deposited with the City
depository bank and used to fund the permanent improvements described in clause (i) of Section 1 of
this Ordinance. The foregoing notwithstanding, proceeds representing crued interest on the Series
2007A Bonds, if any shall be deposited to the redo of the Interest and Redemption Fund.
29-
20 That for all purposes of this Ordinance, unless the context requires otherwise, all
references to designated Sections and other subdivisions are to the Sections and other subdivisions of
this Ordinance. The words 'herein 'hereof' and 'hereunder" and other words of similar import
refer to this Ordinance as 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
parry and its successors and signs. 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. Any reference to 'FORM OF BOND shall refer to the form of the
Bonds set forth in Exhibit A to this Ordinance. The titles and headings of the Sections and
subsections of this Ordinance have been inserted for convenience of reference only and are not to be
considered part hereof and shall not m any way modify or restrict any of the terms or provisions
hereof. The findings set forth in the preamble to this Ordinance are hereby incorporated into the body
of this Ordinance and made part hereof for all purposes.
21 That all ordinances and resolutions or parts thereof in conflict herewith are hereby
repealed.
22. That in cordance with the provisions of Section 1201 028, Texas Government Code, this
Ordinance shall be effective immediately upon its adoption by the City Council.
23. That it is hereby officially found and determined that the meeting at which this Ordinance
was passed was open to the public, and public notice of the time, place and purpose of said meeting
was given, all as required by Chapter 551 Texas Government Code, as amended.
30-
ADOPTED tlvs August ~ , 2007
ATTEST
Ciry Secretary
City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY
Ciry Attorney City of Fort Worth, Texas
Mayor, City of Fort Worth, Texas
31
(SEAL)
EXHIBIT A
NO
MATURITY DATE
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH, TEXAS
GENERAL PURPOSE BOND
SERIES 2007A
INTEREST RATE DATE OF DELIVERY CUSIP
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH,
TEXAS (the 'Issuer') being political subdivision of the State of Texas, hereby promises to pay to
or to the registered assignee hereof (either being hereinafter
alled 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 edemption prior to scheduled maturity at the rate of interest per annum
specified above, with said interest being payable on March 1 2008, and semiannually on ach
September 1 and March 1 thereafter except that if the Paying Agent/Registrar s Authentication Certif
icate appearing on the face of this Bond is dated later than March 1 2008, such interest is payable semi-
annually on ach September 1 and March 1 following such date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall be
paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or
redemption prior to maturity at the designated corporate trust office in Fort Worth, Texas (the
'Designated Payment Office') of Wells Fargo Bank, Nattonal Association, which is the 'Paying
Agent/Registrar for this Bond. The payment of interest on this Bond shall be made by the Paying
Agent/Registrar to the egistered owner hereof as shown by the Registration Books kept by the Paying
Agent/Registrar at the close of business on the 15th day of the month next preceding such interest
payment date by check, dated as of such interest payment date, drawn by the Paying Agent/Registrar
on, and payable solely from, funds of the Issuer required to be on deposit with the Paying Agent/Reg-
istrar for such purpose as hereinafter provided, and such check shall be sent by the Paying
Agent/Registrar by United States mail, first class postage prepaid, on ach such interest payment date,
to the registered owner hereof at its address it appears on the Registration Books kept by the Paying
Agent/Registrar, as hereinafter described. Any trued interest due at maturity or upon redemption
of this Bond prior to maturity as provided herein shall be paid to the registered owner upon
presentation and surrender of this Bond for redemption and payment at the Designated Payment
Office of the Paying Agent/Registrar The Issuer covenants with the registered owner of this Bond
that no later than ach principal payment and/or interest payment date for this Bond it will make
available to the Paying Agent/Registrar from the Interest and Redemption Fund as defined by the
ordinance authorizing the Bonds (the 'Ordinance') the amounts required to provide for the payment,
in immediately available funds, of all principal of and interest on the Bonds, when due.
IN THE EVENT OF A NON PAYMENT of interest on scheduled payment date, and for
30 days thereafter, new cord date for such interest payment ( '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 ch registered owner of Bond appearing on the egistration books
of the Paying Agent/Registrar at the close of business on the last business day next preceding the date
of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday
Sunday a legal holiday or day on which banking institutions in the city where the Designated
Payment Office of the Paying Agent/Registrar is located are authorized by law or executive order to
close, then the date for such payment shall be the next succeeding day which is not such a Saturday
Sunday legal holiday or day on which banking institutions re authorized to close; and payment on
such date shall have the same force and effect as if made on the original date payment was due.
Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only
by a book entry at securities depository for the Bonds, any payment to the securities depository or
its nominee or registered assigns, shall be made in cordance with existing arrangements between the
Issuer and the securities depository
THIS BOND is one of Series of Bonds of like tenor and effect except as to number, principal
amount, interest ate, matunry and option of redemption, dated January 1 2007 authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
$100 000,000 for the followingpurposes, to-wit: and to pay the costs
incurred in connection with the issuance of the Bonds.
ON MARCH 1 2017 or on any date thereafter, the Bonds of this Series maturing on March
1 2018 and thereafter may be redeemed prior to their scheduled maturities, at the option of the Issuer,
in whole, or in part, at par and accrued interest to the date fated for redemption. The years of maturity
of the Bonds called for redemption at the option of the Ciry prior to stated maturity shall be selected
by the City The Bonds or portions thereof redeemed within maturity shall be selected by lot or
other method by the Paying Agent/Registrar; provided, that during any period in which ownership of
the Bonds is determined only by book entry at a securities depository for the Bonds, if fewer than
all of the Bonds of the same maturity and bearing the same interest rate to be edeemed, the
particular Bonds of such maturity and bearing such interest ate shall be selected in ccordance with
the arrangements between the Issuer and the securities depository
THE BONDS are also subject to mandatory redemption in part by lot pursuant to the terms
of the Ordinance, on March 1 in each of the years 20_ through 20_, with respect to Bonds maturing
March 1 20_, in the following years and in the following amounts, at price equal to the principal
amount thereof and crued and unpaid interest to the date of edemption, without premium.
YEARS AMOUNTS ($) YEARS AMOUNTS ($)
Final Maturity
To the extent, however, that Bonds subject to sinking fund redemption have been previouslypurchased
or alled for redemption in part and otherwise than from sinking fund redemption payment, ach
annual sinking fund payment for such Bond shall be reduced by the amount obtained by multiplying
the principal amount of Bonds so purchased or redeemed by the ratio which each remaining annual
sinking fund redemption payment for such Bonds bears to the total remauung sinking fund payments,
and by rounding each such payment to the nearest $5 000 integral; provided, that during any period in
which ownership of the Bonds is determined only by book entry at securities depository for the
Bonds, the particular Bonds to be called for mandatory redemption shall be selected in accordance with
the arrangements between the City and the securities depository
AT LEAST 30 days prior to the date fixed for any such redemption () a written notice of such
redemption shall be given to the registered owner of ach Bond or portion thereof being called for
redemption by depositing such nonce in the United States mail, Ernst class postage prepaid, addressed
to ach such registered owner at his address shown on the Registration Books of the Paying
Agent/Registrar and (b) nonce of such edemption either shall be published one (1) time in or posted
electronically on the website of financial journal or publication of general circulation in the United
States of America or the State of Texas arrying 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
()above, or any defect therein or in the sending or mailing thereof, shall not affect the validity or
effectiveness of the proceedings for the redemption of any Bond, and the Ordinance provides that the
provision of notice as described iii (b) above shall be the only notice ctually regwred in connection
with or as prerequisite to the redemption of any Bond. By the date fined for any such edemption
due provision shall be made by the Issuer with the Paying Agent/Registrar for the payment of the
required redemption price for this Bond or the portion hereof which is to be so redeemed, plus
accrued interest thereon to the date fixed for redemption. If such notice of redemption is given, and
if due provision for such payment is made, all as provided above, this Bond, or the portion hereof
which is to be so redeemed, thereby automatically shall be edeemed prior to its scheduled maturity
and shall not bear interest after the date fixed for its edernption, and shall not be regarded as being
outstanding xcept for the nght of the registered owner to receive the redemption price plus ccrued
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 cord in the Registration Books all such
edemptions of principal of this Bond or any portion hereof. If portion of .any Bond shall be
redeemed substitute Bond or Bonds having the same maturity date, bearing interest at the same rate,
in any denomination or denominations in any integral multiple of $5 000, at the written request of the
registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be
issued to the registered owner upon the surrender thereof for ancellation, at the expense of the Issuer,
all as provided in the Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, in the denomination of any integral multiple of $5 000 As provided in the Ordinance, this
Bond, or any unredeemed portion hereof, may at the request of the registered owner or the assignee
or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of
fully egistered bonds, without interest coupons, payable to the appropriate egistered owner, assignee,
or assignees, as the ase may be, having the ame maturity date, and bearing interest at the same rate,
in any denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate registered owner, assignee, or assignees, as the ase maybe, upon surrender of this Bond
to the Paying Agent/Registrar at its Designated Trust Office (as defined in the Ordinance) for
ancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other
requirements for such assignment and transfer, this Bond must be presented and surrendered to the
Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee
of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any
portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name
or names this Bond or any such portion or portions hereof is or are to be transferred and registered.
The form of Assignment printed or endorsed on this Bond may be executed by the registered owner
to evidence the assignment hereof, but such method is not elusive, and other instruments of
assignment satisfactory to the Paying Agent/Registrar maybe used to evidence the assignment of this
Bond or any portion or portions hereof from tune to time by the registered owner. The one requesting
such exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and
charges for xchanging any Bond or portion thereof. The foregoing notwithstanding, in the case of
the exchange of a portion of Bond which has been redeemed prior to maturity as provided herein,
and in the ase of the exchange of an assigned and transferred Bond or Bonds or any portion or
portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer. In
any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be
paid by the one requesting such assignment, transfer, or exchange as condition precedent to the
exercise of such privilege. In any circumstance, neither the Issuer nor the Paying Agent/Registrar shall
be required (1) to make any transfer or exchange dunng period beginning at the opening of business
30 days before the day of the first mailing of notice of redemption of bonds and ending at the close
of business on the day of such mailing, or (2) to transfer or xchange any Bonds so selected for
redemption when such redemption is scheduled to occur within 30 calendar days.
WHENEVER the beneficial ownership of this Bond is determined by book entry at
securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring
this Bond shall be modified to require the appropriate person or entity to meet the requirements of the
securities depository as to registering or transferring the book entry to produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will
appoint competent and legally qualified substitute therefor, and promptly will ause written notice
thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series
of which it is a part; is duly authorized by law• that the bonds issued for the permanent improvements
heretofore described were approved by vote of the resident, qualified electors of the City of Fort
Worth, Texas, voting at an election held for that purpose within said City on February 7 2004 that all
cts, conditions and things required to be done precedent to and in the issuance of this series of bonds,
and of this Bond, have been properly done and performed and have happened in egular and due tune,
form and manner required by law• that sufficient and proper provision for the levy and collection
of taxes has been made, which, when collected, shall be appropriated exclusively to the payment of this
Bond and the series of which it is a part; and that the total indebtedness of said City of Fort Worth,
Texas, including the entire series of bonds of which this is one, does not exceed any constitutional,
statutory or charter limitation.
BY BECOMING the registered owner of this Bond, the registered owner thereby
cknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and
provisions, cknowledges that the Ordinance is duly recorded and available for inspection in the official
minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of
this Bond and the Ordinance constitute contract between ach registered owner hereof and the
Issuer.
IN WITNESS WHEREOF this Bond has been signed with the manual or facsimile signature
of the Mayor of said City attested with the manual or facsimile signature of the City Secretary and
approved as to form and legality with the manual or facsimile signature of the Ciry Attorney and the
official seal of the Issuer has been duly affixed to or impressed, or placed in facsimile, on this Bond.
ATTEST
xxxxxxxxxxxxxx xxxxxxxxxxxx
City Secretary City of Fort Worth, Texas Mayor, City of Fort Worth, 'I' as
APPROVED AS TO FORM AND LEGALITY
xxxxxxxx (SEAL)
City Attorney Ciry of Fort Worth, Texas
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the proceedings
adopted by the Issuer as described in the text of this Bond, and that this Bond has been issued m
conversion of and exchange for or replacement of bond, bonds, or portion of bond or bonds of
an issue which originally was approved by the Attorney General of the State of Texas and registered
by the Comptroller of Public Accounts of the State of Texas.
Dated. WELLS FARGO BANK, NATIONAL ASSOCIATION
Paying Agent/Registrar
Authorized Representative
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
/.
(Please print or typewrite name and address, including
zip code of Transferee)
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to register the transfer of the within Bond on the
books kept for registration thereof, with full power of
substitution in the premises.
Dated.
Signature Guaranteed.
NOTICE. Signature() 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
Bond in every particular, without alteration or
enlargement or any change whatsoever.
~.~.
FORM OF COMPTROLLER'S CERTIFICATE (ATTACHED TO
THE BONDS UPON INITIAL DELNERY THEREOF)
OFFICE OF COMPTROLLER
STATE OF TEXAS
REGISTER NO
I hereby ertify that this Bond has been examined, ertified as to validity and approved by the
Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS MY HAND and seal of office at Austin, Texas
(SEAL)
Comptroller of Public Accounts
of the State of Texas
NOTE TO PRINTER.
*¶not to be on bond
EXHIBIT B
FORM OF PURCHASE AGREEMENT
Exhibit C
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 14 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually
in accordance with such Section are as specified below
The City has heretofore filed with ach NRMSIR and the SID its official statement with 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 with respect to the City of the general type included
in such official statement in tables 1 through 6, inclusive, and 8 through 15 inclusive, contained in such
official statement, and Appendix B to such Official Statement, 'Excerpts from the Annual Financial
Report of the City of Fort Worth, Texas The above-described financial information and operating
data with respect to the City is hereby incorporated by eference, and in Section 14 of this Ordinance
the City has agreed to annually update such financial information and operating data in ccordance with
Rule 15c2 12, promulgated by the United States Securities and Exchange Commission.
Accounting Principles
The counting principles referred to in Section 14 of this Ordinance are the accounting
principles described in the notes to the annual financial report referred to above.
THE STATE OF TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH
I, Marty Hendrix, City Secretary of the Cary of Fort Worth, in the State of Texas, do hereby
ertify that I have compared the attached and foregoing excerpt from the minutes of the regular, open,
public meeting of the City Council of the City of Fort Worth, Texas held on August _, 2007 and the
Ordinance Authorizing the Issuance of General Purpose Bonds, Series 2007A, which was duly passed
at said meeting, and that said copy is true and correct copy of said excerpt and the whole of said
ordinance.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said Ciry of
Fort Worth, this day of August, 2007
City Secretary of the
City of Fort Worth, Texas
(SEAL)
City of Fort Worth, Texas
Mayor and Council Communication
___
COUNCIL ACTION Approved on 8/14/2007 Ordinance #17704-08-2007
DATE Tuesday August 14 2007
LOG NAME 13GPBOND2007A
REFERENCE NO G 15828
SUBJECT
Adopt Ordinance Providing for the Issuance of One Hundred Million Dollars of the General Purpose
Bonds Series 2007A, of the City of Fort Worth Texas Bearing Interest at the Rates Hereinafter Set
Forth and Providing for the Levy Assessment and Collection of a Tax Sufficient to Pay the Interest
on Said Bonds and to Create a Sinking Fund for the Redemption Thereof at Maturity and Ordaining
Other Matters Related Thereto
RECOMMENDATION
It is recommended that the City Council
1 Adopt the attached ordinance providing for the issuance of $100 000 000 City of Fort Worth
Texas General Purpose Bonds, Series 2007A, and approving the use of the `Form of Purchase
Agreement, prepared in connection with the sale of the above stated bonds and
2 Authorize the $100 000 000 City of Fort Worth Texas General Purpose Bonds Series 2007A, be sold
to ,the bidder offering the lowest true interest rate of percent.
DISCUSSION
Staff briefed Council on June 15 and 16 and again on July 10 2007 Bids for the $100 000 000 City of
Fort Worth Texas General Purpose Bonds, Series 2007A, were received Wednesday August 8 2007 at
12.00 PM City staff and First Southwest Company the City's financial advisors reviewed the bids A
summary of the true interest rates for the bids is shown below
Bidder Rate
Voters authorized $273 5 million for the 2004 Bond Program Fifty million ($50M) in bonds were sold in
January 2007 Additional bond issues are anticipated in 2009 and 2010
Proceeds from this sale will be used to fund capital improvement projects to support the 2004 Capital
Improvement Program and pay the costs of issuance associated with the issuance of the Series 2007A
Bonds, as follows
Proposition 1 Streets:
Proposition 2 Parks:
Proposition 3 Library
Proposition 4 Fire
Proposition 5 ITS
Proposition 6 Public Health
Total
$70 105 000 00
$15 000 000 00
$400 000 00
$12 635 000 00
$1 195 000 00
$665.000.00
$100 000 000 00
Logname 13GPBOND2007A Page 1 of 2
FISCAL INFORMATION/CERTIFICATION
The Finance Director certifies that funds will be available to make the debt service payments on these
obligations
TO Fund/Account/Centers
FROM Fund/AccountlCenters
Submitted for City Manager's Office by.
Originating Department Head.
Additional Information Contact:
Karen Montgomery (6222)
Lena Ellis (8517)
Mae Gray-Rossi (8325)
Logname 13GPBOND2007A Page 2 of 2