HomeMy WebLinkAboutOrdinance 21784-06-2015 THE STATE OF TEXAS
COUNTIES OF TARR-ANT, DENTON, PARKER,WISE AND JOHNSON
CITY OF FORT WORTH
On the 16th day of June, 2015, the City Council of the City of Fort Worth, Texas, met in
regular, open,public meeting in the City Council Chamber in the City Hall, and roll was called of the
duly constituted members of the City Council, to-wit:
Betsy Price (absent), Mayor
Salvador Espino,
W.B. "Zim" Zimmerman
Cary Moon,
Gyna Bivens,
fungus Jordan, Councilmembers,
Dennis Shingleton,
Kelly Allen Gray,
Ann Zadeh,
David Cooke, City Manager,
Sarah J. Fullenwider, City Attorney,
Mary J. Kayser, City Secretary,
Aaron Bovos, Chief Financial Officer
thus constituting a quorum present; and after the City Council had transacted certain business, the
following business was transacted, to-wit:
Councilmember Shingleton introduced an ordinance and moved its passage. The motion
was seconded by Councilmember Jordan. The ordinance was read by the City Secretary. The
motion, carrying with it the passage of the ordinance prevailed by a vote of 8 YEAS, 0 NAYS.- The
ordinance as passed is as follows:
ORDINANCE NO. 21784-06-2015
PROVIDING FOR THE ISSUANCE OF CITY OF FORT WORTH, TEXAS
GENERAL PURPOSE REFUNDING AND IMPROVEMENT BONDS, SERIES
2015A, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$150,000,000;ESTABLISHING PARAMETERS WITH RESPECT TO THE SALE
OF THE BONDS; DELEGATING TO DESIGNATED CITY OFFICIALS THE
AUTHORITY TO EFFECT THE SALE OF THE BONDS;ENACTING OTHER
PROVISIONS RELATING TO THE SUBJECT; AND DECLARING AN
IMMEDIATE EFFECTIVE DATE
WHEREAS, the City Council of the City of Fort Worth (the "City" or the "Issuer") finds that
the outstanding obligations described in Schedule I attached to this Ordinance (the "Refunded
Obligations") are eligible to be refunded; and
WHEREAS,the City Council finds that the issuance of the bonds authorized by this Ordinance
for the purpose of refunding all or a portion of the outstanding obligations described in Schedule I
attached to this Ordinance is in furtherance of the public purposes described in this Ordinance; and
WHEREAS,it is deemed advisable and in the best interest of the City of Fort Worth(the"City"
or the"Issuer")that certain general purpose bonds authorized at an election previously held in the City
be combined in 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:
DATE OF AMOUNT AMOUNT AMOUNT
ELECTION AUTHORIZED PURPOSE PREVIOUSLY SOLD NOW OFFERED
May 10,2014 $219,740,000 Street and Transportation $ -0- $34,340,000
May 10,2014 31,440,000 Park&Recreation -0- 4,000,000
May 10,2014 12,650,000 Library System -0- -0-
May 10,2014 9,285,000 Fire Safety -0- 10,000
May 10,2014 1,530,000 Municipal Courts -0- 5,000
May 10,2014 15,080,000 Municipal Service Facility -0- 1,645,000
May 10,2014 2,350.00 Animal Care and Control -0- -0-
$292,075,000 $ -0- $40,000,000
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 Chapters 1207,
1331 and 1371,Texas Government Code; and
WHEREAS,because of fluctuating conditions in the municipal bond market,the City Council
delegates to the City Manager and the Chief Financial Officer of the City, individually but not
collectively (each an "Pricing Officer") the authority to effect the sale of the bonds authorized by this
Ordinance, subject to the parameters described in this Ordinance.
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 to be called "General Purpose Refunding and
Improvement Bonds, Series 2015A" (the "Bonds"), shall be issued under and by virtue of the
Constitution and laws of the State of Texas and the Charter of the City in an aggregate principal amount
not to exceed$150,000,000 for the purpose of(i)refunding the Refunded Obligations, (ii) constructing
permanent street and transportation improvements; parks, recreation and community center
improvements;fire safety improvements;municipal court improvements;and municipal service facility
improvements and (iii) paying the costs of issuance associated with the issuance of the Bonds. The
Bonds are authorized pursuant to Chapter 1207,Texas Government Code ("Chapter 1207"), Chapter
1331,Texas Government Code ("Chapter 1331"), Chapter 1371,Texas Government Code ("Chapter
1371") and other applicable laws of the State of Texas. The City Council hereby finds that it is in the
best interests of the City for the Bonds to be sold through a competitive sale,in the manner.provided in
this Ordinance.
2. (a) That the Bonds shall be sold as fully registered bonds, without interest coupons,
numbered consecutively from R-1 upward, payable to the respective initial registered owners of the
Bonds, or to the registered assignee or assignees of the Bonds, in integral multiples of $5,000 (an
"Authorized Denomination"),maturing not later than March 1,2035,payable serially or otherwise on
the dates,in the years and in the principal amounts,and dated,all as set forth in the bidding instructions
prepared in connection with the sale of the Bonds (the "Bidding Instructions") and the bid form to be
submitted by bidders seeking to purchase the Bonds (the "Official Bid Form").
(b) The Pricing Officer, acting for and on behalf of the City, is hereby authorized to seek
competitive bids for the sale of the Bonds authorized to be sold by this Ordinance, and is hereby
authorized to prepare and distribute the Bidding Instructions and the Official Bid Form with respect to
seeking competitive bids for the sale of the Bonds. The Bidding Instructions shall contain the terms and
conditions relating to the sale of the Bonds,including the date bids for the purchase of the Bonds are to
be received, the date of the Bonds, any additional designation or title by which the Bonds shall be
known, the aggregate principal amount of the Bonds to be sold, the price at which the Bonds will be
sold,the years in which the Bonds will mature,the principal amount to mature in each of such years,the
principal amount of the Bonds,if any, to be sold for the purpose of funding the construction of the
improvements described in Section 1 of this Ordinance,the principal amount of the Bonds,if any,to be
sold for the purpose of refunding the Refunded Obligations,the rate or rates of interest to be borne by
each such maturity, the interest payment periods, the dates, price, and terms upon and at which the
Bonds 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 Bonds so sold including,without limitation,the use of municipal bond insurance for the
Bonds. The Pricing Officer, acting for and on behalf of the City,is hereby authorized to receive and
accept bids for the sale of Bonds in accordance with the Bidding Instructions on such date as
determined by the Pricing Officer. The Bonds so sold shall be sold at such price as the Pricing Officer
of the City shall determine to be the most advantageous to the Issuer, which determination shall be
evidenced by the execution thereby of the Official Bid Form submitted by the best and winning bidder.
As a condition to executing the Official Bid Form,the Bonds must bear a rating at a level such that the
Bonds satisfy the requirements of Chapter 1371 to constitute "obligations",as such term is defined in
Chapter 1371. One Bond in the principal amount maturing on each maturity date as set forth in the
Official Bid Form shall be delivered to the initial purchasers thereof,and such purchasers shall have the
right to exchange such bonds as provided in Section 5 hereof without cost. The Bonds shall initially be
registered in the name as set forth in the Official Bid Form. In case any officer whose signature shall
appear on the Bonds shall cease to be such officer before the delivery of the Bonds,such signature shall
nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office
until such delivery. The authority of a Pricing Officer to execute the Official Bid Form accepting the
best bid for the Bonds shall expire at 5:00 p.m. on Thursday, December 31, 2015. Any finding or
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determination made by a Pricing Officer relating to the issuance and sale of the Bonds shall have the
same force and effect as a finding or determination made by the City Council.
(c) The Bonds shall not be sold for the purpose of refunding the Refunded Obligations unless
the refunding of the Refunded Obligations exceeds the minimum net present value savings set forth in
subsection (d) of this Section. The amount of the savings to be realized from the refunding of the
Refunded Obligations, on both a gross and a present value basis, shall be set forth in a certificate
(further described in subsection(d)of this Section)to be executed by the Chief Financial Officer of the
City. The refunding of the Refunded Obligations for savings is a public purpose.
(d) As a condition to the issuance of the Bonds for the purpose of refunding the Refunded
Obligations,the refunding of the aggregate principal amount of the Refunded Obligations must produce
a net present value savings, calculated in accordance with GASB Statement No. 7, of at least 3.50%.
The principal amount of Bonds issued to refund Refunded Obligations,and the Refunded Obligations
to be refunded,shall be specifically identified in the certificate described below. A Pricing Officer may
elect not to refund any or all of the obligations listed in Schedule I,but in no event shall the Bonds be
issued for the purpose of refunding the Refunded Obligations if the refunding of the aggregate principal
amount of the obligations selected for refunding does not exceed the minimum net present value
savings established above. On the date the Official Bid Form is executed by the Pricing Officer, the
Chief Financial Officer of the City shall execute and deliver to the City Council a certificate identifying
the Refunded Obligations to be refunded from proceeds of the Bonds and stating that the net present
value savings resulting from the refunding of the Refunded Obligations is no less than the minimum
savings threshold established above. The certificate shall specifically state the net present value savings
realized by the City as a result of refunding the Refunded Obligations. The determination of a Pricing
Officer relating to the issuance and sale of Bonds to refund all or any of the Refunded Obligations shall
have the same force and effect as a determination made by the City Council.
(e) The City Council authorizes the City Manager and the Chief Financial Officer of the City to
provide for and oversee the preparation of a preliminary and final official statement in connection with
the issuance of the Bonds, and to approve the preliminary and final official statement and deem the
preliminary official statement final,and to provide it to the Underwriters,in compliance with the Rule.
The final Official Statement in the form and content approved by a Pricing Officer shall be deemed to
be approved by the City Council and constitute the Official Statement authorized for distribution and
use by the initial purchasers of the Bonds.
3. (a) That the Bonds may be subject to redemption prior to their scheduled maturities at the
option of the City, on the dates and in the manner provided in the Bidding Instructions. Should the
Bonds be subject to redemption prior to their scheduled maturities,if less than all of the Bonds are to be
redeemed by the City, the City shall determine the maturity or maturities and the amounts to be
redeemed and shall direct the Paying Agent/Registrar to call by lot Bonds,or portions of Bonds,within
a maturity and in the principal amounts for redemption; provided, that during any period in which
ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds,if
fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed,
the particular Bonds shall be selected in accordance with the arrangements between the City and the
securities depository. The FORM OF BOND shall be revised to reflect any optional redemption of the
Bonds, to the extent provided in the Bidding Instructions and incorporated by reference into the
Official Bid Form accepted by the Pricing Officer as the best bid on the Bonds.
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(b) Should the Official Bid Form provide for the mandatory sinking fund redemption of the
Bonds,the terms and conditions governing any mandatory sinking fund redemption and the payment of
mandatory sinking fund payments shall be set forth therein,and the FORM OF BOND shall be revised
to reflect any mandatory sinking fund redemption of the Bonds, to the extent provided in the Official
Bid Form accepted by the Pricing Officer as the best bid on the Bonds.
(c)The City shall cause notice of any redemption of Bonds to be given in the manner provided
in the FORM OF BOND. The redemption of Bonds at the option of the City maybe made conditional
upon the occurrence of certain events,as may be provided for in the FORM OF BOND. By the date
fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the
payment of the required redemption price for the Bonds or the portions thereof which are to be so
redeemed,plus accrued interest thereon to the date fixed for redemption. If such notice of redemption
is given(to the extent notice is required to be given),as provided in the FORM OF BOND,and if due
provision for such payment is made,all as provided above,the Bonds or the portions thereof which are
to be so redeemed,thereby automatically shall be redeemed prior to their scheduled maturities,and shall
not bear interest after the date fixed for their redemption,and shall not be regarded as being outstanding
except for the right of the registered owner to receive the redemption price plus accrued interest to the
date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment.
The Paying Agent/Registrar shall record in the registration books all such redemptions of principal of
the Bonds or any portion thereof. If a portion of any Bond shall be redeemed a substitute Bond or
Bonds having the same maturity date, bearing interest at the same rate, in any denomination or
denominations in any integral multiple of$5,000,at the written request of the registered owner, and in
an aggregate principal amount equal to the unredeemed portion thereof,will be issued to the registered
owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in this
Ordinance.
4. That the Bonds of each maturity shall bear or accrue interest calculated on the basis of a 360-
day year composed of twelve 30-day months from the dates specified in the FORM OF BOND set.
forth in this Ordinance, to their respective dates of maturity at the rates set forth in the Official Bid
Form accepted from the best bidder for the sale of the Bonds. Interest on the Bonds shall be payable
on the dates set forth in the Official Bid Form,until the maturity or prior redemption of the Bonds.
5. (a) That the City shall keep or cause to be kept at the designated corporate trust office in
Austin, Texas (the "Designated Payment Office") of BOKF, NA, dba Bank of Texas (the "Paying
Agent/Registrar"), or such other bank, trust company, financial institution, or other agency named in
accordance with the provisions of(g) below, books or records of the registration and transfer of the
Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its
registrar and transfer agent to keep such books or records and make such transfers and registrations
under such reasonable regulations as the City and the Paying Agent/Registrar may prescribe;and the
Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the
duty of the Paying Agent/Registrar to obtain from the registered owner and record in the Registration
Books the address of such registered owner of each Bond to which payments with respect to the Bonds
shall be mailed,as herein provided. The City or its designee shall have the right to inspect the Registra-
tion Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying
Agent/Registrar shall keep the Registration Books confidential and,unless otherwise required by law,
shall not permit their inspection by any other entity. Registration of each Bond may be transferred in
the Registration Books only upon presentation and surrender of such bond to the Paying Agent/-
Registrar for transfer of registration and cancellation, together with proper written instruments of
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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 anyintegral multiple of$5,000,to the
assignee or assignees thereof,and the right of such assignee or assignees to have such bond or any such
portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer
of any Bond or any portion thereof, a new substitute Bond or Bonds shall be issued in exchange
therefor in the manner herein provided.
(b) The entity in whose name any Bond shall be registered in the Registration Books at any time
shall be treated as the absolute owner thereof for all purposes of this Ordinance,whether such Bond
shall be overdue,and the City and the Paying Agent/Registrar shall not be affected by any notice to the
contrary;and payment of,or on account of,the principal of,premium,if any,and interest on any such
Bond shall be made only to such registered owner. All such payments shall be valid and effectual to
satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.
(c) The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for
paying the principal of and interest on the Bonds,and to act as its agent to exchange or replace Bonds,
all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments
made by the City and the Paying Agent/Registrar with respect to the Bonds, and of all exchanges
thereof, and all replacements thereof, as provided in this Ordinance.
(d) Each Bond map be exchanged for fully registered bonds in the manner set forth herein.
Each Bond issued and delivered pursuant to this Ordinance,to the extent of the unredeemed principal
amount thereof, may, upon surrender thereof at the Designated Payment Office of the Paying
Agent/Registrar,together with a written request therefor duly executed by the registered owner or the
assignee or assignees thereof,or its or their duly authorized attorneys or representatives,with guarantee
of signatures satisfactory to the Paying Agent/Registrar,at the option of the registered owner or such
assignee or assignees,as appropriate,be exchanged for fully registered bonds,without interest coupons,
in the form prescribed in the FORM OF BOND, in any Authorized Denomination (sub)ect to the
requirement hereinafter stated that,each substitute Bond shall have a single stated maturity date),as re-
quested in writing by such registered owner or such assignee or assignees, in an aggregate principal
amount equal to the unredeemed principal amount of any Bond or Bonds so surrendered,and payable
to the appropriate registered owner,assignee,or assignees,as the case may be. If a portion of any Bond
shall be redeemed prior to its scheduled maturity as provided herein,a substitute Bond or Bonds having
the same maturity date,bearing interest at the same rate,in any Authorized Denomination at the request
of the registered owner,and in an aggregate principal amount equal to the unredeemed portion thereof,
will be issued to the registered owner upon surrender thereof for cancellation. If any Bond or portion
thereof is assigned and transferred,each Bond issued in exchange therefor shall have the same principal
maturity date and bear interest at the same rate as the Bond for which it is being exchanged. Each
substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. The Paying
Agent/Registrar shall exchange or replace Bonds as provided herein, and each fully registered Bond
delivered in exchange for or replacement of any Bond or portion thereof as permitted or required by any
provision of this Ordinance shall constitute one of the Bonds for all purposes of this Ordinance,and
may again be exchanged or replaced. It is specifically provided, however, that any Bond delivered in
exchange for or replacement of another Bond prior to the first scheduled interest payment date on the
Bonds (as stated on the face thereof) shall be dated the same date as such Bond, but each substitute
Bond so delivered on or after such first scheduled interest payment date shall be dated as of the interest
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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 replace-
ment of any Bond or Bonds issued under this Ordinance there shall be printed thereon a Paying
Agent/Registrar's Authentication Certificate,in the form hereinafter set forth in the FORM OF BOND
(the "Authentication Certificate"). An authorized representative of the Paying Agent/Registrar shall,
before the delivery of any such substitute Bond, date such substitute Bond in the manner set forth
above, and manually sign and date the Certificate, and no such substitute Bond shall be deemed to be
issued or outstanding unless the Certificate is so executed. The Paying Agent/Registrar promptly shall
cancel all 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 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 Bond as aforesaid is hereby imposed upon the Paying Agent/Registrar,and,upon
the execution of the Authentication Certificate, the exchanged or replaced Bond shall be valid,
incontestable, and enforceable in the same manner and with the same effect as the Bonds which
originally were delivered pursuant to this Ordinance,approved by the Attorney General,and registered
by the Comptroller of Public Accounts. Neither the City nor the Paying Agent/Registrar shall be
required(1) to issue,transfer,or exchange any Bond during a period beginning at the opening of busi-
ness 30 days before the day of the first mailing of a notice of redemption of Bonds and ending at the
close of business on the day of such mailing, or (2) to transfer or exchange any Bond so selected for
redemption in whole when such redemption is scheduled to occur within 30 calendar days.
(e) All Bonds issued in exchange or replacement of any other Bond or portion thereof, (i) shall
be issued in fully registered form,without interest coupons,with the principal of and interest on such
Bonds to be payable only to the registered owners thereof,(ii)may be redeemed prior to their scheduled
maturities, (iii)may be transferred and assigned, (iv) may be exchanged for other Bonds, (v) shall have
the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Bonds
shall be payable, all as provided, and in the manner required or indicated,in the FORM OF BOND.
(fl The City shall pay the Paying Agent/Registrar's reasonable and customary fees and charges
for making transfers of Bonds,but the registered owner of any Bond requesting such transfer shall pay
any taxes or other governmental charges required to be paid with respect thereto. The registered owner
of any Bond requesting any exchange shall pay the Paying Agent/Registrar's reasonable and standard or
customary fees and charges for exchanging any such Bond or portion thereof,together with any taxes or
governmental charges required to be paid with respect thereto, all as a condition precedent to the
exercise of such privilege of exchange,except,however,that in the case of the exchange of an assigned
and transferred Bond or Bonds or any portion or portions thereof in any integral multiple of$5,000,and
in the case of the exchange of the unredeemed portion of a Bond which has been redeemed in part prior
to maturity, as provided in this Ordinance,such fees and charges will be paid by the City. In addition,
the City hereby covenants with the registered owners of the Bonds that itwill(i)pay the reasonable and
standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the
payment of the principal of and interest on the Bonds,when due,and(ii)pay the fees and charges of the
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Paying Agent/Registrar for services with respect to the transfer or registration of Bonds solely to the
extent above provided,and with respect to the exchange of Bonds solely to the extent above provided.
(g) The City covenants with the registered owners of the Bonds that at all times while the Bonds
are outstanding the City will provide a competent and legally qualified bank, trust company, financial
institution,or other agency to act as and perform the services of Paying Agent/Registrar for the Bonds
under this Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the
right to,and may,at its option,change the Paying Agent/Registrar upon not less than 60 days written
notice to the Paying Agent/Registrar. In the event that the entity at any time acting as Paying
Agent/Registrar(or its successor by merger,acquisition, or other method) should resign or otherwise
cease to act as such,the City covenants that promptly it will appoint a competent and legally qualified
national or state banking institution which shall be a corporation organized and doing business under
the laws of the United States of America or of any state, authorized under such laws to exercise trust
powers, subject to supervision or examination by federal or state authority, and whose qualifications
substantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/Registrar under
this Ordinance. Upon any change in the Paying Agent/Registrar,the previous Paying Agent/Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other
pertinent books and records relating to the Bonds,to the new Paying Agent/Registrar designated and
appointed by the City. Upon any change in the Paying Agent/Registrar,the City promptly will cause a
written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the
Bonds,by United States mail,first-class postage prepaid,which notice also shall give the address of the
new Paying Agent/Registrar. By accepting the position and performing as such, each Paying
Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified
copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(h) Each redemption notice,whether required in the FORM OF BOND or otherwise by
this Ordinance,shall contain a description of the Bonds to be redeemed,including the complete name
of the Bonds, the series, the date of issue,the interest rate, the maturity date, the CUSIP number,the
amounts called for redemption,the publication and mailing date for the notice,the date of redemption,
the redemption price,the name of the Paying Agent/Registrar and the address at which the Bond may
be redeemed,including a contact person and telephone number. All redemption payments made by the
Paying Agent/Registrar to the registered owners of the Bonds shall include CUSIP numbers relating to
each amount paid to such registered owner.
(i) With respect to the Bonds, to the extent required by the Code and the regulations
promulgated thereunder, the Paying Agent/Registrar shall report to the Registered Owners and the
Internal Revenue Service(i)the amount of"reportable payments",if any,subject to backup withholding
during each year and the amount of tax withheld,if any,with respect to payments of the Bonds,and(ii)
the amount of interest or amount treated as interest on the Bonds and required to be included in the
gross income of the Registered Owner thereof.
6. That the form of all Bonds,including the form of the Comptroller's Registration Certificate
to accompany the Bonds on the initial delivery thereof,the form of the Authentication Certificate,and
the Form of Assignment to be printed on each of the Bonds, shall be,respectively, substantially as set
forth in Exhibit A to this Ordinance,with such appropriate variations, omissions, or insertions as are
permitted or required by this Ordinance.
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7. (a) That a special fund or account, to be designated the "City of Fort Worth,Texas Series
2015A General Purpose Refunding and Improvement Bonds Interest and Redemption Fund" (the
"Interest and Redemption Fund")is hereby created and shall be established and maintained by the City.
The Interest and Redemption Fund shall be kept separate and apart from all other funds and accounts
of the City,and shall be used only for paying the interest on and principal of the Bonds. All taxes levied
and collected for and on account of the Bonds shall be deposited, as collected, to the credit of the
Interest and Redemption Fund. During each year while any Bond is outstanding and unpaid,the City
Council of the City shall compute and ascertain the rate and amount of ad valorem tax,based on the
latest approved tax rolls of the City,with full allowances being made for tax delinquencies and costs of
tax collections,which will be sufficient to raise and produce the money required to pay the interest on
the Bonds as such interest comes due, and to provide a sinking fund to pay the principal (including
mandatory sinking fund redemption payments,if any)of the Bonds as such principal matures,but never
less than 2% of the outstanding principal amount of the Bonds as a sinking fund each year. Said rate
and amount of ad valorem tax is hereby ordered to be levied and is hereby levied against all taxable
property in the City for each year while any of the Bonds is outstanding and unpaid,and said ad valorem
tax shall be assessed and collected each such year and deposited to the credit of the Interest and
Redemption Fund. Said ad valorem taxes necessary to pay the interest on and principal of the Bonds,as
such interest comes due,and such principal matures or comes due through operation of the mandatory
sinking fund redemption, if any, as provided in the FORM OF BOND, are hereby pledged for such
purpose,within the limit prescribed by law.
(b) Chapter 1208,Texas Government Code,applies to the issuance of the Bonds and the pledge
of ad valorem taxes made under Section 7(a) of this Ordinance, and such pledge is therefore valid,
effective, and perfected. If Texas law is amended at any time while the Bonds are outstanding and
unpaid such that the pledge of ad valorem taxes made by the City under Section 7(a) of this Ordinance
is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in
order to preserve to the registered owners of the Bonds the perfection of the security interest in said
pledge,the City agrees to take such measures as it determines are reasonable and necessary under Texas
law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and
enable a filing to perfect the security interest in said pledge to occur.
8. (a)That in the event any outstanding Bond is damaged,mutilated,lost,stolen,or destroyed,
the Paying Agent/Registrar shall cause to be printed,executed,and delivered,a new bond of the same
principal amount,maturity,and interest rate,as the damaged,mutilated,lost,stolen,or destroyed Bond,
in replacement for such Bond in the manner hereinafter provided.
(b) Application for replacement of damaged,mutilated,lost,stolen,or destroyed Bonds shall be
made to the Paying Agent/Registrar. In every case of loss,theft,or destruction of a Bond,the applicant
for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or
indemnity as may be required by them to save each of them harmless from any loss or damage with
respect thereto. Also,in every case of loss,theft,or destruction of a Bond,the applicant shall furnish to
the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss,theft,or destruction
of such Bond,as the case may be. In every case of damage or mutilation of a Bond,the applicant shall
surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
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(c) Notwithstanding the foregoing provisions of this Section,in the event any such Bond shall
have matured,and no default has occurred which is then continuing in the payment of the principal of,
redemption premium,if any, or interest on the Bond,the City may authorize the payment of the same
(without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a
replacement Bond,provided security or indemnity is furnished as above provided in this Section.
(d) Prior to the issuance of any replacement Bond,the Paying Agent/Registrar shall charge the
owner of such Bond with all legal, printing, and other expenses in connection therewith. Every
replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is
lost,stolen,or destroyed shall constitute a contractual obligation of the City whether the lost,stolen,or
destroyed 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 Bonds duly issued under
this Ordinance.
(e) In accordance with Chapter 1206,Texas Government Code,this Section of this Ordinance
shall constitute authority for the issuance of any such replacement bond without necessity of further
action by the governing body of the City or any other body or person,and the duty of the replacement
of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, subject to the
conditions imposed by this Section 8 of this Ordinance, and the Paying Agent/Registrar shall
authenticate and deliver such bonds in the form and manner and with the effect,as provided in Section
5(d) of this Ordinance for Bonds issued in exchange for other Bonds.
9. That the Mayor,the City Secretary, the City Manager, any Assistant City Manager,and the
Chief Financial Officer of the City,and all other officers,employees,and agents of the City,and each of
them,shall be and they are hereby expressly authorized,empowered,and directed from time to time and
at any time to do and perform all such acts and things and to execute,acknowledge,and deliver in the
name and under the seal and on behalf of the City all such instruments,whether herein mentioned,as
may be necessary or desirable in order to carry out the terms and provisions of this Ordinance,or the
Bonds. In case any officer whose signature appears on any Bond shall cease to be such officer before
the delivery of such Bond,such signature shall nevertheless be valid and sufficient for all purposes the
same as if he or she had remained in office until such delivery. The City Manager of the City or the
designee thereof is hereby authorized to have control of the Bonds and all necessary records and
proceedings pertaining to the Bonds pending their delivery and their investigation, examination and
approval by the Attorney General of the State of Texas, and their registration by the Comptroller of
Public Accounts of the State of Texas. Upon registration of the Bonds, said Comptroller of Public
Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the
Comptroller's Registration Certificate accompanying the Bonds,and the seal of said Comptroller shall
be impressed, or placed in facsimile, on each such certificate. The City Council hereby authorizes the
payment of the fee of the Office of the Attorney General of the State of Texas for the examination of
the proceedings relating to the issuance of the Bonds,in the amount determined in accordance with the
provisions of Section 1202.004,Texas Government Code.
10. That the proceeds from the sale of the Bonds shall be used in the manner described in a
letter of instructions executed by or on behalf of the City,provided, that proceeds representing accrued
interest on the Bonds shall be deposited to the credit of the Interest and Redemption Fund and
proceeds representing premium on the Bonds shall be used in a manner consistent with the provisions
9
of Section 1201.042(d),Texas Government Code.
11. That the Issuer covenants to take any action to assure, or refrain from any action which
would adversely affect, the treatment of the Bonds as obligations described in section 103 of the
Internal Revenue Code of 1986 (the "Code"), the interest on which is not includable in the "gross
income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer
covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of the
Bonds or the projects financed or refinanced therewith (less amounts deposited to a reserve
fund,if any)are used for any"private business use",as defined in section 141(b)(6)of the Code
or,if more than 10 percent of the proceeds are so used,that amounts,whether 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 Bonds,in contravention of section
141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed therewith(less amounts deposited into a reserve fund,if any)then the amount
in excess of 5 percent is used for a "private business use" which is "related" and not
"disproportionate",within the meaning of section 141(b)(3) of the Code,to the governmental
use;
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve
fund, if any)is directly or indirectly used to finance loans to persons, other than state or local
governmental units,in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Bonds
being treated as "private activity bonds"within the meaning of section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Bonds being"federally
guaranteed"within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds,directly or indi-
rectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property(as defined in section 148(b)(2) of the Code)which produces a materially
higher yield over the term of the Bonds, other than investment property acquired with --
(1) proceeds of the Bonds invested for a reasonable temporary period until
such proceeds are needed for the purpose for which the Bonds are issued,
(2) amounts invested in a bona fide debt service fund,within the meaning
of section 1.148-1(b) of the Treasury Regulations, and
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(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds,as may be necessary,so that the Bonds do not otherwise contravene the
requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable,
section 149(d) of the Code (relating to advance refundings);and
(h) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the 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 Bonds have been paid in full, 100
percent of the amount then required to be paid as a result of Excess Earnings under section
148(f of the Code.
For purposes of the foregoing clauses (a)and(b)above,the Issuer understands that the term"proceeds"
includes "disposition proceeds" as defined in the Treasury Regulations and,in the case of a refunding
bond,transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of
the issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein are
intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S.
Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter
promulgated which modify or expand provisions of the Code,as applicable to the Bonds,the Issuer will
not be required to comply with any covenant contained herein to the extent that such failure to comply,
in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption from
federal income taxation of interest on the Bonds under section 103 of the Code. In the event that
regulations or rulings are hereafter promulgated which impose additional requirements which are
applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent
necessary,in the opinion of nationally-recognized bond counsel,to preserve the exemption from federal
income taxation of interest on the Bonds under section 103 of the Code. In furtherance of the
foregoing,each of the Mayor,the City Manager,any Assistant City Manager,the Chief Financial Officer
of the City and the City Treasurer may execute any certificates or other reports required by the Code
and to make such elections,on behalf of the City,which may be permitted by the Code as are consistent
with the purpose for-the issuance of the Bonds.
In order to facilitate compliance with the above clause(h),a"Rebate Fund"is hereby established
by the City for the sole benefit of the United States of America, and such Rebate Fund shall not be
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. (a)Allocation of, and Limitation on,Expenditures for the Pr jea.. That the Issuer covenants to
account for the expenditure of proceeds from the sale of the Bonds and any investment earnings
thereon to be used for the purposes described in clause (ii) of Section 1 of this Ordinance (each such
purpose referred to herein and subsection(b)of this Section as a"Project")on its books and records by
allocating proceeds to expenditures within 18 months of the later of the date that(a)the expenditure on
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a Project is made or(b)each such Project is completed. The foregoing notwithstanding,the Issuer shall
not expend such proceeds or investment earnings more than 60 days after the later of (a) the fifth
anniversary of the date of delivery of the Bonds or (b) the date the Bonds are retired,unless the Issuer
obtains an opinion of nationally-recognized bond counsel substantially to the effect that such
expenditure will not adversely affect the tax-exempt status of the Bonds.
(b) Disposition ofPr jert, That the Issuer covenants that the property financed or refinanced with
the proceeds of the Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt
by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally-
recognized bond counsel substantially to the effect that such sale or other disposition will not adversely
affect the tax-exempt status of the Bonds. For purposes of this Section,the portion of the property
comprising personal property and disposed of in the ordinary course of business shall not be treated as a
transaction resulting in the receipt of cash or other compensation. For purposes of this Section, the
Issuer shall not be obligated to comply with this covenant if it obtains an opinion of nationally-
recognized bond counsel to the effect that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
(c) Written Procedures. That until superseded by another action of the City, the written
procedures to ensure compliance with the covenants contained herein regarding private business use,
remedial actions,arbitrage and rebate approved by the City in the ordinance adopted July 24,2012,with
respect to the issuance of City of Fort Worth, Texas Water and Sewer System Revenue Refunding
Bonds, Series 2012,apply to the issuance of the Bonds. A copy of the approved written procedures is
set forth in Exhibit C to this Ordinance.
13. (a) Donitions. That, as used in this Section, the following terms shall have the meanings
ascribed to such terms below:
"Business Day" means a day other than a Saturday, Sunday, a legal holiday, or a day on
which banking institutions are authorized by law or executive order to close in the City or the
city where the Designated Payment Office of the Paying Agent/Registrar is located.
WSRB" means the Municipal Securities Rulemaki_ng Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC' means the United States Securities and Exchange Commission.
(b) Annual Reports. (i) The City shall provide annually to the MSRB,within six months after the
end of each fiscal year ending in or after 2015,financial information and operating data with respect to
the City of the general type described in Exhibit B hereto. Any financial statements so to be provided
shall be(1)prepared in accordance with the accounting principles described in Exhibit B hereto,or such
other accounting principles as the City may be required to employ from time to time pursuant to state
law or regulation,and(2) audited,if the City commissions an audit of such statements and the audit is
completed within the period during which they must be provided. If the audit of such financial
statements is not complete within such period, then the City shall provide notice that the audited
financial statements are not available, shall provide unaudited financial information containing the
information described in the tables referenced in Exhibit B hereto under the heading"Annual Financial
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Statements and Operating Data"by the required time,and shall provide audited financial statements for the
applicable fiscal year to the MSRB,when and if the audited financial statements becomes available.
(ii) If the City changes its fiscal year,it will notify the MSRB of the change (and of the date of
the new fiscal year end)prior to the next date by which the City otherwise would be required to provide
financial information and operating data pursuant to this Section. The financial information and
operating data to be provided pursuant to this Section may be set forth in frill in one or more
documents or may be included by specific reference to any document(including an official statement or
other offering document, if it is available from the MSRB) that theretofore has been provided to the
MSRB or filed with the SEC. Filings shall be made electronically,in such format as is prescribed by the
MSRB.
(c) Disclosure EventNotices. The City shall notify the MSRB of any of the following events with
respect to the Bonds,in a timely manner not in excess of ten Business Days after the occurrence of the
event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults,if material;
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,the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB) or other material notices or determinations with respect to the tax
status of the Bonds, or other material events affecting the tax status of the
Bonds;
7. Modifications to rights of holders of the Bonds,if material;
8. Bond calls,if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds,if
material;
11. Rating changes;
12. Bankruptcy,insolvency,receivership or similar event of the City;
13. The consummation of a merger,consolidation,or acquisition involving the City
or the sale of all or substantially all of the assets of the City, other than in the
ordinary course of business,the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms,if material; and
14. Appointment of a successor Paying Agent/Registrar or change in the name of
the Paying Agent/Registrar,if material.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide financial
information or operating data in accordance with subsection(b) of this Section by the time required by
subsection(a). As used in clause 12 above,the phrase"bankruptcy,insolvency,receivership or similar
event" means the appointment of a receiver,fiscal agent or similar officer for the City in a proceeding
under the U.S.Bankruptcy Code or in any other proceeding under state or federal law in which a court
13
or governmental authority has assumed jurisdiction over substantially all of the assets or business of the
City,or if jurisdiction has been assumed by leaving the City Council and official or officers of the City in
possession but subject to the supervision and orders of a court or governmental authority,or the entry
of an order confirming a plan of reorganization,arrangement or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the City.
(d) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to observe and
perform the covenants specified in this Section for so long as,but only for so long as,the City remains
an"obligated person"with respect to the Bonds within the meaning of the Rule,except that the City in
any event will give notice of any deposit made in accordance with this Ordinance or applicable law that
causes any Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right,remedy, or claim hereunder to any other person. The City undertakes to provide only
the financial information,operating data,financial statements,and notices which it has expressly agreed
to provide pursuant to this Section and does not hereby undertake to provide any other information that
may be relevant or material to a complete presentation of the City's financial results, condition, or
prospects or to update any information provided in accordance with this Section or otherwise,except as
expressly provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON,IN 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) A default by the City in observing or performing its obligations under this Section shall not
comprise a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim,waive, or otherwise limit the
duties of the City under federal and state securities laws.
(v) Should the Rule be amended to obligate the City to make filings with or provide notices to
entities other than the MSRB,the City agrees to undertake such obligation in accordance with the Rule
as amended.
(vi) The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a change in
the identity,nature,status,or type of operations of the City,but only if(1)the provisions of this Section,
as so amended,would have permitted an underwriter to purchase or sell Bonds in the primary offering
of the Bonds in compliance with the Rule,taking into account any amendments or interpretations of the
Rule since such offering as well as such changed circumstances and (2) either (a) the holders of a
majority in aggregate principal amount(or any greater amount required by any other provision of this
14
Ordinance that authorizes such an amendment) of the outstanding 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
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 repeals the applicable
provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are
invalid, but only if and to the extent that the provisions of this sentence would not prevent an
underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds.
14. That concurrently with the delivery of the Bonds,if Bonds are issued for the purpose of
refunding any Refunded Obligations,the Chief Financial Officer of the City shall cause to be deposited
with a designated escrow agent an amount sufficient to provide for the refunding of the Refunded
Obligations in accordance with Chapter 1207. This deposit shall be made from the proceeds from the
sale of the Bonds and other available moneys of the City, all as described in the letter of instructions
referred to in Section 10 of this Ordinance. For this purpose, the City Council authorizes the City
Manager or any Assistant City Manager and the City Secretary to execute the Escrow Agreement,in
substantially the form and substance attached to this Ordinance.
15. That the Bonds shall be issued and delivered in such manner that no physical
distribution of the Bonds will be made to the public, and The Depository Trust Company ("DTC"),
New York, New York,initially may act as depository for the Bonds. DTC has represented that it is a
limited purpose trust company incorporated under the laws of the State of New York,a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code,and a"clearing agency"registered under Section 17A of the Securities Exchange Act
of 1934,as amended, and the City accepts,but in no way verifies,such representations. The definitive
Bonds delivered to the purchasers thereof shall be registered in the name of CEDE&CO.,the nominee
of DTC. DTC may hold the Bonds on behalf of the purchasers thereof. So long as each Bond is
registered in the name of CEDE&CO.,the Paying Agent/Registrar shall treat and deal with DTC the
same in all respects as if it were the actual and beneficial owner thereof. DTC may maintain a book-
entry system which will identify ownership of the Bonds in integral amounts of$5,000,with transfers of
ownership being effected on the records of DTC and its participants pursuant to rules and regulations
established by them, and that the Bonds initially deposited with DTC shall be immobilized and not be
further exchanged for substitute 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 Bonds. It shall be
the duty of the DTC Participants to make all arrangements with DTC to establish this book-entry
system,the beneficial ownership of the 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
Bonds duly file with the Paying Agent/Registrar with proper request for transfer and substitution, as
provided for in this Ordinance, substitute Bonds will be duly delivered as provided in this Ordinance,
and there will be no assurance or representation that any book-entry system will be maintained for such
Bonds. The City heretofore has executed a "Blanket Letter of Representations" prepared by DTC in
order to implement the book-entry system described above.
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16. (a) Defeased Bonds. That any Bond and the interest thereon shall be deemed to be paid,
retired and no longer outstanding(a"Defeased Bond")within the meaning of this Ordinance,except to
the extent provided in subsection(d) of this Section,when payment of the principal of such Bond,plus
interest thereon to the due date(whether such due date be by reason of maturity or otherwise)either(i)
shall have been made or caused to be made in accordance with the terms thereof,or(ii)shall have been
provided for on or before such due date by irrevocably depositing with or making available to the
Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future
Escrow Agreement") for such payment(1)lawful money of the United States of America sufficient to
make such payment or(2) Defeasance Securities that mature as to principal and interest in such amounts
and at such times as will insure the availability,without reinvestment,of sufficient money to provide for
such payment, and when proper arrangements have been made by the Issuer with the Paying
Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and
payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder,as aforesaid,such
Bond and the interest thereon shall no longer be secured by,payable from,or entitled to the benefits of,
the ad valorem taxes or revenues herein levied and pledged as provided in this Ordinance, and such
principal and interest shall be payable solely from such money or Defeasance Securities.
Notwithstanding any other provision of this Ordinance to the contrary,it is hereby provided that any
determination not to redeem Defeased Bonds that is made in conjunction with the payment
arrangements specified in subsection 16(a)(i) or (ii) shall not be irrevocable,provided that: (1) in the
proceedings providing for such payment arrangements,the Issuer expressly reserves the right to call the
Defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the
Defeased Bonds immediately following the making of the payment arrangements; and(3) directs that
notice of the reservation be included in any redemption notices that it authorizes.
(b) Investment in Defeasance Securities. Any moneys so deposited with the Paying
Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities,
maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance
Securities received by the Paying Agent/Registrar that is not required for the payment of the Bonds and
interest thereon,with respect to which such money has been so deposited,shall be turned over to the
City,or deposited as directed in writing by the City. Any Future Escrow Agreement pursuant to which
the money and/or Defeasance Securities are held for the payment of Defeased Bonds may contain
provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or the
substitution of other Defeasance Securities upon the satisfaction of the requirements specified in
subsection 16(a)(i) or (ii). All income from such Defeasance Securities received by the Paying
Agent/Registrar which is not required for the payment of the Defeased Bonds,with respect to which
such money has been so deposited, shall be remitted to the City or deposited as directed in writing by
the Issuer.
(c) Defeasance Securities,Defined. The term "Defeasance Securities" means (i) direct,
noncallable obligations of the United States of America,including obligations that are unconditionally
guaranteed by the United States of America, (ii)noncallable obligations of an agency or instrumentality
of the United States of America,including obligations that are unconditionally guaranteed or insured by
the agency or instrumentality, and that,on the date of the purchase thereof,are rated as to investment
quality by a nationally recognized investment rating firm not less than AAA or its equivalent, (iii)
noncallable obligations of a state or an agency or a county,municipality,or other political subdivision of
a state that have been refunded and that,on the date the governing body of the City adopts or approves
the proceedings authorizing the financial arrangements are rated as to investment quality by a nationally
16
recognized investment rating firm not less than AAA or its equivalent, and (iv) any other then
authorized securities or obligations that may be used to defease obligations such as the Bonds under the
then applicable laws of the State.
(d) Paying Agent/Registrar Services. Until all Defeased Bonds shall have become due and
payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such
Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper
arrangements to provide and pay for such services as required by this Ordinance.
(e) Selection ofBondsforDefeasance. In the event that the Issuer elects to defease less than all of
the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be
selected, such amount of Bonds by such random method as it deems fair and appropriate.
17. (a) Events of Default. That each of the following occurrences or events for the purpose of
this Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds when
the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City,the failure to perform which materially,adversely affects the rights of the
registered owners of the Bonds, including, but not limited to, their prospect or ability to be
repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days
after notice of such default is given by any registered owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default,then and in every case,any registered
owner or an authorized representative thereof,including,but not limited to,a trustee or trustees
therefor,may proceed against the City, or any official, officer or employee of the City in their
official capacity,for the purpose of protecting and enforcing the rights of the registered owners
under this Ordinance,by mandamus or other suit, action or special proceeding in equity or at
law,in any court of competent jurisdiction,for any relief permitted by law,including the specific
performance of any covenant or agreement contained herein, or thereby to enjoin any act or
thing that may be unlawful or in violation of any right of the registered owners hereunder or any
combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all registered owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies,but each and every such remedy shall be cumulative and shall be
in addition to every other remedy given hereunder or under the Bonds or now or hereafter
existing at law or in equity;provided, however, that notwithstanding any other provision of this
Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a
remedy under this Ordinance.
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(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
registered owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to a
personal or pecuniary liability or charge against the officers,employees or trustees of the City or
the City Council.
(iv) None of the members of the City Council,not 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.
18. That interest earnings derived from the investment of proceeds from the sale of the Bonds
may be used along with other available bond proceeds for the construction of the permanent
improvements set forth in clause (ii) of Section 1 hereof for which the Bonds are issued or for the
payment of debt service on the Bonds;provided,that after completion of such permanent improvements,
if any of such interest earnings remain on hand,such interest earnings shall be deposited in the Interest
and Redemption Fund.
19. 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 shall mean
that party and its successors and assigns. References to any constitutional, statutory or regulatory
provision means such provision as it exists on the date this Ordinance is adopted by the City and any
future amendments thereto or successor provisions thereof Any reference to the payment of principal
in this Ordinance shall be deemed to include the payment of any mandatory sinking fund redemption
payments as described herein. Any reference to "FORM OF BOND" shall refer to the form of the
Bonds set forth in Exhibit A to this Ordinance. The titles and headings of the Sections and subsections
of this Ordinance have been inserted for convenience of reference only and are not to be considered a
part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. The
findings set forth in the preamble to this Ordinance are hereby incorporated into the body of this
Ordinance and made a part hereof for all purposes.
20.That the City has satisfied or will satisfy the appraisal requirements of Section 252.051,Texas
Local Government Code, in the acquisition of real property with proceeds of the Bonds.
21. That all ordinances and resolutions or parts thereof in conflict herewith are hereby repealed.
22. That in accordance with the provisions of Section 1201.028,Texas Government Code,this
Ordinance shall be effective immediately upon its adoption by the City Council.
18
i
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.
ADOPTED AND EFFECTIVE June 16, 2015.
ayor, City of Fort exas
ATTEST:
a ��
xy ity Secretary 046 �0
City of Fort W th,Texas
oa °°
APPROVED AS TO FORM AND LEGALITY: °°°oo°o°°o •a
City Attor e City of Fort Worth,Texas
I
Signature Page—Ordinance Autbari#ng Issuance of General Purpose Refunding and Improvement Bondr,Series 2095A
19
SCHEDULE I
REFUNDED OBLIGATIONS ELIGIBLE TO BE REFUNDED
City of Fort Worth, Texas General Purpose Refunding Bonds, Series 2004,maturing on
March 1 in each of the years 2016 through 2021, aggregating $6,265,000 in principal
amount; Redemption Date: within 90 days of the date of delivery of the Bonds.
City of Fort Worth,Texas Combination Tax and Limited Surplus Revenue Certificates of
Obligation, Series 2007, maturing on March 1 in each of the years 2018 through 2027,.
aggregating $20,100,000 in principal amount; Redemption Date: March 1, 2017.
City of Fort Worth, Texas General Purpose Bonds, Series 2007, maturing on March 1,
2027, reflecting sinking fund redemption amounts commencing March 1, 2018 and
thereafter,aggregating$25,000,000 in principal amount;Redemption Date:March 1,2017.
City of Fort Worth,Texas General Purpose Bonds,Series 2007A,maturing on March 1 in
each of the years 2018 through 2027, aggregating $48,795,000 in principal amount;
Redemption Date: March 1, 2017.
Schedule I—page 1
EXHIBIT A
FORM OF BOND
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT,DENTON,WISE,PARKER AND JOHNSON
CITY OF FORT WORTH,TEXAS
GENERAL.PURPOSE REFUNDING AND IMPROVEMENT BOND
SERIES 2015A
MATURITY DATE INTEREST RATE DELIVERY DATE CUSIP
2015
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH,
TEXAS (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to
, or to the registered assignee hereof(either being hereinafter called the
"registered owner") the principal amount of
DOLLARS
and to pay interest thereon, from the Delivery Date specified above, to the maturity date specified
above, or the date of its redemption prior to scheduled maturity, at the rate of interest per annum
specified above,with said interest being payable on September 1,2015,and semiannually on each March
1 and September 1 thereafter; except that if the Paying Agent/Registrar's Authentication Certificate
appearing on the face of this Bond is dated later than September 1, 2015, such interest is payable
semiannually on each March 1 and September 1 following such date. Interest on this Bond shall be
calculated on the basis of a 360-day year consisting of twelve 30-dap months.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America,without exchange or collection charges. The principal of this Bond shall be
paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or
redemption prior to maturity at the designated corporate trust office in Austin,Texas (the"Designated
Payment Office"), of BOKF,NA, dba Bank of Texas,which is the "Paying Agent/Registrar" for this
Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the
registered owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the
close of business on the 15th day of the month next preceding such interest payment date by check,
dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely
from,funds of the Issuer required to be on deposit with the Paying Agent/Registrar for such purpose as
hereinafter provided;and such check shall be sent by the Paying Agent/Registrar by United States mail,
first-class postage prepaid, on each such interest payment date, to the registered owner hereof at its
address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter
described. Any accrued interest due at maturity or upon redemption of this Bond prior to maturity as
provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for
redemption and payment at the Designated Payment Office of the Paying Agent/Registrar. The Issuer
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covenants with the registered owner of this Bond that no later than each principal payment and/or
interest payment date for this Bond it will make available to the Paying Agent/Registrar from the
Interest and Redemption Fund as defined by the ordinance authorizing the Bonds(the"Ordinance")the
amounts required to provide for the payment,in immediately available fiends, of all principal of and
interest on the Bonds,when due.
IN THE EVENT OF A NON-PAYMENT of interest on a scheduled payment date,and for 30
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of
the past due interest ("Special Payment Date",which shall be 15 days after the Special Record Date)
shall be sent at least five business days prior to the Special Record Date by United States mail,first class
postage prepaid,to the address of each registered owner of a Bond appearing on the registration 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 a day on which banking institutions in the city where the Designated Payment
Office of the Paying Agent/Registrar is located are authorized by law or executive order to close,then
the date for such payment shall be the next succeeding day which is not such a Saturday,Sunday,legal
holiday, or day on which banking institutions are authorized to close; and payment on such date shall
have the same force and effect as if made on the original date payment was due. Notwithstanding the
foregoing,during any period in which ownership of the Bonds is determined only by a book entry at a
securities depository for the Bonds, any payment to the securities depository, or its nominee or
registered assigns,shall be made in accordance with existing arrangements between the Issuer and the
securities depository.
THIS BOND is one of a Series of Bonds of like tenor and effect except as to number,principal
amount, interest rate, maturity and option of redemption, dated , 2015, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of$_,000,000
for the following purposes,to-wit,refunding the Refunded Obligations (as defined in the Ordinance);
constructing permanent street and transportation improvements; parks, recreation and community
center improvements;fire safety improvements;municipal court improvements;and municipal service
facility improvements;and to pay the costs incurred in connection with the issuance of the Bonds.
ON MARCH 1,2025,or on any date thereafter,the Bonds of this Series maturing on March 1,
2026 and thereafter may be redeemed prior to their scheduled maturities,at the option of the Issuer,in
whole,or in part,at par and accrued interest to the date fixed for redemption. The years of maturity of
the Bonds called for redemption at the option of the Issuer prior to their stated maturity shall be
selected by the Issuer. The Bonds or portions thereof redeemed within a maturity shall be selected by
lot or other method by the Paying Agent/Registrar;provided,that during any period in which ownership
of the Bonds is determined only by a book entry at a securities depository for the Bonds,if fewer than
all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the
particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the
arrangements between the Issuer and the securities depository.
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[INSERT MANDATORY REDEMPTION PROVISIONS, IF ANY]
NOTICE OF any such redemption of Bonds shall be given in the following manner,to-wit, a
written notice of such redemption shall be given to the registered owner of each Bond or a portion
thereof being called for redemption at least 30 days prior to the date fixed for such redemption by
depositing such notice in the United States mail, first-class postage prepaid, addressed to each such
registered owner at his address shown on the Registration Books of the Paying Agent/Registrar. Any
notice so mailed shall be conclusively presumed to have been duly given notwithstanding whether one
or more registered owners may have failed to have received such notice.By the date fixed for any such
redemption due provision shall be made by the Issuer with the Paying Agent/Registrar for the payment
of the required redemption price for this Bond or the portion hereof which is to be so redeemed,plus
accrued interest thereon to the date fixed for redemption. If such notice of redemption is given,and if
due provision for such payment is made,all as provided above,this Bond,or the portion hereof which
is to be so redeemed,thereby automatically shall be redeemed prior to its scheduled maturity,and shall
not bear interest after the date fixed for its redemption,and shall not be regarded as being outstanding
except for the right of the registered owner to receive the redemption price plus accrued interest to the
date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment.
The PayingAgent/Registrar shall record in the Registration Books all such redemptions of principal of
this Bond or any portion hereof If a portion of any Bond shall be redeemed a substitute Bond or
Bonds-having the same maturity date, bearing interest at the same rate, in any denomination or
denominations in any integral multiple of$5,000,at the written request of the registered owner,and in
aggregate principal amount equal to the unredeemed portion thereof,will be issued to the registered
owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the
Ordinance.
THE FOREGOING PARAGRAPH NOTWITHSTANDING,with respect to any optional
redemption of the Bonds, unless certain prerequisites to such optional redemption required by the
Ordinance have been met and money sufficient to pay the principal of,premium,if any,and interest on
the Bonds to be redeemed will have been received by the Paying Agent/Registrar prior to giving such
notice,such notice may state that the optional redemption will,at the option of the City,be conditional
upon the satisfaction of such prerequisites and receipt of such money by the Paying Agent/Registrar on
or prior to the date fixed for such redemption or upon any prerequisite set forth in the notice of
redemption. If a conditional notice of redemption is given and such prerequisites to the redemption are
not satisfied, such notice will be of no force and effect, the City will not redeem such Bonds and the
Paying Agent/Registrar will give notice in the manner in which the notice of redemption was given,to
the effect that such Bonds will not be redeemed.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds,without interest
coupons,in the denomination of any integral multiple of$5,000. As provided in the Ordinance,this
Bond,or any unredeemed portion hereof,may,at the request of the registered owner or the assignee or
assignees hereof,be assigned,transferred,and exchanged for a like aggregate principal amount of fully
registered bonds, without interest coupons, payable to the appropriate registered owner, assignee, or
assignees,as the case may be,having the same maturity date,and bearing interest at the same rate,in any
denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate registered owner,assignee,or assignees,as the case may be,upon surrender of this Bond to
the Paying Agent/Registrar at its Designated Payment Office for cancellation,all in accordance with the
form and procedures set forth in the Ordinance. Among other requirements for such assignment and
transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with
proper instruments of assignment,in form and with guarantee of signatures satisfactory to the Paying
A-3
Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral
multiple of$5,000 to the assignee or assignees in whose name or names this Bond or any such portion
or portions hereof is or are to be transferred and registered. The form of Assignment printed or
endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof,but
such method is not exclusive, and other instruments of assignment satisfactory to the Paying
Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof
from time to time by the registered owner. The one requesting such exchange shall pay the Paying
Agent/Registrar's reasonable standard or customary fees and charges for exchanging any Bond or
portion thereof. The foregoing notwithstanding,in the case of the exchange of a portion of a Bond
which has been redeemed prior to maturity, as provided herein, and in the case of the exchange of an
assigned and transferred Bond or Bonds or any portion or portions thereof,such fees and charges of the
Paying Agent/Registrar will be paid by the Issuer. In any circumstance, any taxes or governmental
charges required to be paid with respect thereto shall be paid by the one requesting such assignment,
transfer, or exchange as a condition precedent to the exercise of such privilege. In any circumstance,
neither the Issuer nor the Paying Agent/Registrar shall be required(1)to make any transfer or exchange
during a period beginning at the opening of business 30 days before the day of the first mailing of a
notice of redemption of bonds and ending at the close of business on the day of such mailing,or(2)to
transfer or exchange any Bonds so selected for redemption when such redemption is scheduled to occur
within 30 calendar days.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds,the foregoing requirements of holding,delivering or transferring this
Bond shall be modified to require the appropriate person or entity to meet the requirements of the
securities depository as to registering or transferring the book entry to produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer,resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor, and promptly will cause written notice
thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond,and the series of
which it is a part, is duly authorized by law; that the bonds issued for the permanent improvements
heretofore described were approved by a vote of the resident, qualified electors of the City of Fort
Worth,Texas,voting at an election held for that purpose within said City on May 10,2014;that all acts,
conditions and things required to be done precedent to and in the issuance of this series of bonds,and
of this Bond,have been properly done and performed and have happened in regular and due tune,form
and manner as required by law;that sufficient and proper provision for the levy and collection of taxes
has been made,which,when collected, shall be appropriated exclusively to the payment of this Bond
and the series of which it is a part; and that the total indebtedness of said City of Fort Worth,Texas,
including the entire series of bonds of which this is one,does not exceed any constitutional,statutory or
charter limitation.
BY BECOMING the registered owner of this Bond,the registered owner thereby acknowledges
all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions,
acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes
and records of the governing body of the Issuer,and agrees that the terms and provisions of this Bond
and the Ordinance constitute a contract between each registered owner hereof and the Issuer.
A-4
IN WITNESS WHEREOF,this Bond has been signed with the manual or facsimile signature of
the Mayor, attested with the manual or facsimile signature of the City Secretary, and approved as to
form and legality with the manual or facsimile signature of the City Attorney,and the official seal of the
Issuer has been duly affixed to, or impressed, or placed in facsimile, on this Bond.
CI 7of R S
ayor, City Fort Wor exas
ATTEST:
City Secretary, City of Fort Worth,Texas
APPROVED AS TO FORM AND LEGALITY:
(SEAL)
City Attorney, City of Fort Worth,Texas
A-5
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the proceedings
adopted by the Issuer as described in the text of this Bond; and that this Bond has been issued in
conversion of and exchange for or replacement of a bond,bonds,or a portion of a bond or bonds of an
issue which originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated: BOKF,NA, dba BANK OF TEXAS,
Paying Agent/Registrar
By.
Authorized Representative
A-6
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(s) must be guaranteed by NOTICE: The signature above must
a member firm of the New York Stock correspond with the name of the Registered
Exchange or a commercial bank or trust Owner as it appears upon the front of this
company. Bond in every particular,without alteration or
enlargement or any change whatsoever.
A-7
*FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO
THE CERTIFICATES UPON INITIAL DELIVERY THEREOF
OFFICE OF COMPTROLLER
REGISTER NO.
STATE OF TEXAS
I hereby certify that this Bond has been examined, certified as to validity,and approved by the
Attorney General of the State of Texas,and that this Bond has been registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS MY HAND and seal of office at Austin,Texas
Comptroller of Public Accounts of the
State of Texas
(SEAL)
A-s
Exhibit B
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 13 of this Ordinance.
Annual Financial Statements and Operating Data
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 agreed to update annually financial information and operating data with respect to
the City of the general type included in the official statement for the Bonds as set forth in tables 1
through 6,inclusive,and 8 through 15,inclusive,contained in such official statement,and Appendix B
to such official statement, "Excerpts from the Annual Financial Report of the City of Fort Worth,
Texas". The above-described financial information and operating data with respect to the City is
hereby incorporated by reference, and in Section 13 of this Ordinance the City has agreed to annually
update such financial information and operating data in accordance with Rule 15c2-12,promulgated by
the United States Securities and Exchange Commission.
Accounting Principles
The accounting principles referred to in Section 13 of this Ordinance are the accounting
principles described in the notes to the annual financial report referred to above.
B-1
EXHIBIT C
WRITTEN PROCEDURES
RELATING TO CONTINUING COMPLIANCE
WITH FEDERAL TAX COVENANTS
These procedures, together with any federal tax certications,provisions included in the authorising document (the
"Ordinance's with respect to the issuance and sale of Obligations (as defined below, letters of instructions andl or
memoranda from bond counsel and any attachments thereto(the"Closing Documents',are intended to assist the Issuer in
complying with federalguidehnes related to the issuance of any tax-exempt debt such as the Bonds(the "Obligations').
A. Arbitrage Compliance. Federal income tax laws generally restrict the ability to cam arbitrage in
connection with the Obligations. The Responsible Person (as defined below)will review the Closing
Documents periodically(at least once a fiscal year) to ascertain if an exception to arbitrage compliance
applies.
Procedures applicable to Obligations issued for construction and acquisition purposes. With
respect to the investment and expenditure of the proceeds of the Obligations that are issued to finance
public improvements or to acquire land or personal property, the Issuer's Chief Financial Officer and
City Treasurer(such officers,together with other employees of the Issuer who report to such officers,
are, collectively,the "Responsible Person")will:
1. Instruct the appropriate person who is primarily responsible for the construction,
renovation or acquisition of the facilities financed or refinanced with the Obligations
(the "Project") that (i) binding contracts for the expenditure of at least 5% of the
proceeds of the Obligations are entered into within six months of the date of closing of
the Obligations (the "Issue Date") and that (ii) the Project must proceed with due
diligence;
2. Monitor that at least 85% of the proceeds of the Obligations to be used for the
construction,renovation or acquisition of the Project are expended within three years of
the Issue Date;
3. Monitor the yield on the investments purchased with proceeds of the Obligations and
restrict the yield of such investments to the yield on the Obligations after three years of
the Issue Date;
4. Monitor all amounts deposited into a sinking fund or funds pledged (directly or
indirectly) to the payment of the Obligations, such as the interest and sinking fund or
debt service fund,to assure that the maximum amount invested within such applicable
fund at a yield higher than the yield on the Obligations does not exceed an amount
equal to the debt service on the Obligations in the succeeding twelve-month period plus
a carryover amount equal to one-twelfth of the principal and interest payable on the
Obligations for the immediately preceding twelve-month period;and
5. Ensure that no more than 50% of the proceeds of the Obligations are invested in an
investment with a guaranteed yield for four years or more.
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Procedures applicable to Oblipations with a debt service reserve fund. In addition to the
foregoing, if the Issuer issues Obligations that are secured by a debt service reserve fund, the
Responsible Person will assure that the maximum amount of any reserve fund for the Obligations
invested at a yield higher than the yield on the Obligations will not exceed the lesser of(1) 10% of the
principal amount of the Obligations,(2) 125% of the average annual debt service on the Obligations
measured as of the Issue Date,or(3) 100%of the maximum annual debt service on the Obligations as
of the Issue Date.
Procedures applicable to Escrow Accounts for Refunding Issues. In addition to the foregoing,if
the Issuer issues Obligations and proceeds are deposited to an escrow fund to be administered pursuant
to the terms of an escrow agreement, the Responsible Person will:
1.Monitor the actions of the escrow agent to ensure compliance with the applicable
provisions of the escrow agreement, including with respect to reinvestment of cash
balances-
2.Contact the escrow agent on the date of redemption of obligations being refunded to
ensure that they were redeemed;and
3.Monitor any unspent proceeds of the refunded obligations to ensure that the yield on
any investments applicable to such proceeds are invested at the yield on the applicable
obligations or otherwise applied.
Procedures applicable to all Tax-Exempt Obligations. For all issuances of Obligations, the
Responsible Person will:
1.Maintain any official action of the Issuer(such as a reimbursement resolution) stating
the Issuer's intent to reimburse with the proceeds of the Obligations any amount
expended prior to the Issue Date for the acquisition,renovation or construction of the
facilities;
2.Ensure that the applicable information return (e.g.,Form 8038-G, 8038-GC, or any
successor forms) is timely filed with the Internal Revenue Service (the "IRS");and
3.Assure that,unless excepted from rebate and yield restriction under section 148(f) of
the Code,excess investment earnings are computed and paid to the U.S.government at
such time and in such manner as directed by the IRS (i)at least every five years after the
Issue Date and (ii)within 30 days after the date the Obligations are retired.
B. Private Business Use. Generally,to be tax-exempt,only an insignificant amount of the proceeds
of each issue of Obligations can benefit (directly or indirectly) private businesses. The Responsible
Person will review the Closing Documents periodically (at least once a fiscal year) for the purpose of
determining that the use of the Project does not violate provisions of federal tax law that pertain to
private business use. In addition, the Responsible Persons will:
1. Develop procedures or a "tracking system" to identify all property financed with tax-
exempt debt;
C-2
2. Monitor and record the date on which the Projectis substantially complete and available
to be used for the purpose intended;
3. Monitor and record whether, at any time the Obligations are outstanding,any person,
other than the Issuer,the employees of the Issuer,the agents of the Issuer or members
of the general public,has any contractual right(such as a lease,purchase,management
or other service agreement)with respect to any portion of the Project;
4. Monitor and record whether,at any time the Obligations are outstanding,any person,
other than the Issuer,the employees of the Issuer,the agents of the Issuer or members
of the general-public, has a right to use the output of the Project (e.g., water, gas,
electricity);
5. Monitor and record whether,at any time the Obligations are outstanding, any person,
other than the Issuer,the employees of the Issuer,the agents of the Issuer or members
of the general public,has a right to use the Project to conduct or to direct the conduct
of research;
6. Monitor and record whether,at any time the Obligations are outstanding, any person,
other than the Issuer,has a naming right for the Project or any other contractual right
granting an intangible benefit;
7. Monitor and record whether,at any time the Obligations are outstanding,the Project is
sold or otherwise disposed of; and
8. Take such action as is necessary to remediate any failure to maintain compliance with
the covenants contained in the Ordinance related to the public use of the Project.
C. Record Retention. The Responsible Person will maintain or cause to be maintained all records
relating to the investment and expenditure of the proceeds of the Obligations and the use of the
facilities financed or refinanced thereby for a period ending three years after the complete
extinguishment of the Obligations. If any portion of the Obligations is refunded with the proceeds of
another series of tax-exempt Obligations,such records shall be maintained until the three years after the
refunding Obligations are completely extinguished. Such records can be maintained in paper or
electronic format.
D. Responsible Persons. Each Responsible Person shall receive appropriate training regarding the
Issuer's accounting system,contract intake system,facilities management and other systems necessary to
track the investment and expenditure of the proceeds and the use of the Project financed or refinanced
with the proceeds of the Obligations. The foregoing notwithstanding, each Responsible Person shall
report to the City Council whenever experienced advisors and agents may be necessary to carry out the
purposes of these instructions for the purpose of seeking City Council approval to engage or utilize
existing advisors and agents for such purposes.
C-3
I
THE STATE OF TEXAS
COUNTIES OF TARRA.NT,DENTON,WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
I,Mary Kayser,City Secretary of the City of Fort Worth,in the State of Texas,do hereby certify
that I have compared the attached and foregoing excerpt from the minutes the regular,open,public
meeting of the City Council of the City of Fort Worth, Texas held on2015, and the
Ordinance Authorizing the Issuance of General Purpose Refunding and Improvement Bonds, Series
2015A, 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 w eof,I have set my hand and have hereunto affixed the seal of said City of Fort
Worth, thislay of 15.
ity Secretary o 9 e
XS0poaon® City of Fort Worth,Texas
�4� �� 5
Y 10
Y��" 000 000 T�AY
N 000
ESCROW AGREEMENT
CITY OF FORT WORTH, TEXAS GENERAL PURPOSE
REFUNDING AND IMPROVEMENT BONDS SERIES 2015A ESCROW
THIS ESCROW AGREEMENT,dated as of ,2015(herein,together with any
amendments or supplements hereto,called the"Agreement")is entered into by and between the City
of Fort Worth, Texas (herein called the "Issuer") and BOKF, NA, dba Bank of Texas, as escrow
agent (herein, together with any successor in such capacity, called the "Escrow Agent"). The
addresses of the Issuer and the Escrow Agent are shown on Exhibit"A" attached hereto and made a
part hereof.
WITNESSETH:
WHEREAS, the Issuer heretofore issued and there presently remain outstanding the
obligations(the "Refunded Bonds") described in the Verification Report of Grant Thornton LLP, a
true and correct copy of which is attached hereto as Exhibit "B" and made a part hereof (the
"Report"), relating to the Refunded Bonds; and
WHEREAS,the Refunded Bonds are scheduled to mature on such dates,bear interest at such
rates, and be payable at such times and in such amounts as are set forth in the Report; and
WHEREAS,when firm banking arrangements have been made for the payment of principal
and interest to the maturity or redemption date of the Refunded Bonds, then the Refunded Bonds
shall no longer be regarded as outstanding except for the purpose of receiving payment from the
funds provided for such purpose; and
WHEREAS,Chapter 1207,Texas Government Code("Chapter 1207"),authorizes the Issuer
to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available
funds or resources,directly with any place of payment(paying agent)for any of the Refunded Bonds,
and such deposit,if made before such payment dates and in sufficient amounts, shall constitute the
making of firm banking and financial arrangements for the discharge and final payment of the
Refunded Bonds; and
WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow agreement
with any such paying agent for any of the Refunded Bonds with respect to the safekeeping,
investment, administration and disposition of any such deposit, upon such terms and conditions as
the Issuer and such paying agent may agree,provided that such deposits may be invested only in(1)
direct obligations of the United States of America,including obligations the principal of and interest
on which are unconditionally guaranteed by the United States of America,and which may be in book
entry form, (2) noncallable obligations of an agency or instrumentality of the United States of
America, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent,and(3)noncallable
obligations of a state or an agency or a county,municipality, or other political subdivision of a state
that have been refunded and that,on the date the governing body of the Issuer adopts or approves the
proceedings authorizing the financial arrangements are rated as to investment quality by a nationally
recognized investment rating firm not less than AAA or its equivalent,and which shall mature and/or
bear interest payable at such times and in such amounts as will be sufficient to provide for the
scheduled payment of principal and interest on the Refunded Bonds when due; and
WHEREAS, the Escrow Agent is the paying agent for the Refunded Bonds, and this
Agreement constitutes an escrow agreement of the kind authorized and required by said
Chapter 1207; and
WHEREAS, Chapter 1207 makes it the duty of the Escrow Agent to comply with the terms
of this Agreement and timely make available the amounts required to provide for the payment of the
principal of and interest on such obligations when due,and in accordance with their terms,but solely
from the funds, in the manner, and to the extent provided in this Agreement; and
WHEREAS, the issuance, sale, and delivery of the City of Fort Worth, Texas General
Purpose Refunding and Improvement Bonds, Series 2015A (the "Refunding Bonds") have been
issued, sold and delivered for the purpose,among others,of obtaining the funds required to provide
for the payment of the principal of the Refunded Bonds at their maturity or date of redemption and
the interest thereon to such dates; and
WHEREAS,the Issuer desires that,concurrently with the delivery of the Refunding Bonds to
the purchasers thereof,certain proceeds of the Refunding Bonds,together with certain other available
funds of the Issuer,if applicable,shall be applied to purchase certain direct obligations of the United
States of America hereinafter defined as the "Escrowed Securities" for deposit to the credit of the
Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash
balance (if needed) in such Escrow Fund; and
WHEREAS,the Escrowed Securities shall mature and the interest thereon shall be payable at
such times and in such amounts so as to provide moneys which, together with cash balances from
time to time on deposit in the Escrow Fund,will be sufficient to pay interest on the Refunded Bonds
as it accrues and becomes payable and the principal of the Refunded Bonds on their maturity or date
of redemption; and
WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities,
particularly those in book entry form, the Issuer desires to establish the Escrow Fund at the
designated corporate trust office of the Escrow Agent; and
WHEREAS,the Escrow Agent is herein also referred to as the "Paying Agent",and in such
capacity as paying agent for the Refunded Bonds,acting through the Escrow Agent,is also a party to
this Agreement,as the sole Paying Agent for the Refunded Bonds,to acknowledge its acceptance of
the terms and provisions of this Agreement in such capacity.
NOW,THEREFORE,in consideration of the mutual undertakings,promises and agreements
herein contained,the sufficiency of which hereby are acknowledged,and to secure the full and timely
payment of principal of and the interest on the Refunded Bonds, the Issuer and the Escrow Agent
mutually undertake, promise, and agree for themselves and their respective representatives and
successors, as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATIONS
Section 1,01. Definitions. Unless the context clearly indicates otherwise, the following
terms shall have the meanings assigned to them below when they are used in this Agreement:
"Code"means the Internal Revenue Code of 1986,as amended,or to the extent applicable the
Internal Revenue Code of 1954, together with any other applicable provisions of any successor
federal income tax laws.
"Escrow Fund"means the fund created by this Agreement to be administered by the Escrow
Agent pursuant to the provisions of this Agreement.
"Escrowed Securities" means the direct noncallable,non-prepayable United States Treasury
obligations and obligations the due timely payment of which is unconditionally guaranteed by the
United States of America described in the Report or cash or other direct obligations of the United
States of America substituted therefor pursuant to Article IV of this Agreement.
Section 1.02. Other Definitions. The terms "Agreement", "Issuer", "Escrow Agent",
"Refunded Bonds", 'Refunding Bonds", "Report" and "Paying Agent", when they are used in this
Agreement, shall have the meanings assigned to them in the preamble to this Agreement.
Section 1.03. Interpretations. The titles and headings of the articles and sections of this
Agreement have been inserted for convenience and reference only and are not to be considered apart
hereof and shall not in any way modify or restrict the terms hereof. This Agreement and all of the
terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein
and to achieve the intended purpose of providing for the refunding of the Refunded Bonds in
accordance with applicable law.
ARTICLE II
DEPOSIT OF FUNDS AND
ESCROWED SECURITIES
Concurrently with the sale and delivery of the Refunding Bonds the Issuer shall deposit, or
cause to be deposited, with the Escrow Agent, for deposit in the Escrow Fund, the funds and
Escrowed Securities described in the Report, and the Escrow Agent shall,upon the receipt thereof,
acknowledge such receipt to the Issuer in writing.
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i
ARTICLE III
CREATION AND OPERATION OF ESCROW FUND
Section 3.01. Escrow Fund. The Escrow Agent has created on its books a special trust fund
and irrevocable escrow to be known as the City of Fort Worth, Texas General Purpose Refunding
and Improvement Bonds Series 2015A Escrow Fund (the "Escrow Fund"). The Escrow Agent
hereby agrees that upon receipt thereof it will irrevocably deposit to the credit of the Escrow Fund
the funds and the Escrowed Securities described in the Report. Such deposit,all proceeds therefrom,
and all cash balances from time to time on deposit therein (a) shall be the property of the Escrow
Fund, (b)shall be applied only in strict conformity with the terms and conditions of this Agreement,
and (c) are hereby irrevocably pledged to the payment of the principal of and interest on the
Refunded Bonds,which payment shall be made by timely transfers of such amounts at such times as
are provided for in Section 3.02 hereof. When the final transfers have been made for the payment of
such principal of and interest on the Refunded Bonds, any balance then remaining in the Escrow
Fund shall be transferred to the Issuer,and the Escrow Agent shall thereupon be discharged from any
further duties hereunder.
Section 3.02. Payment of Principal and Interest. The Escrow Agent is hereby irrevocably
instructed to transfer from the cash balances from time to time on deposit in the Escrow Fund, the
amounts required to pay the principal of the Refunded Bonds and interest thereon in the amounts and
on the date shown in the Report.
Section 3.03. Sufficiency of Escrow Fund. The Issuer represents that the successive receipts
of the principal of and interest on the Escrowed Securities will assure that the cash balances on
deposit from time to time in the Escrow Fund will be at all times sufficient to provide moneys for
transfer to the Paying Agent at the times and in the amounts required to pay the interest on the
Refunded Bonds as such interest comes due and the principal of the Refunded Bonds as the
Refunded Bonds mature, all as more fully set forth in the Report. If,for any reason,at any time,the
cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to
transfer the amounts required by each place of payment (paying agent) for the Refunded Bonds to
make the payments set forth in Section 3.02 hereof, the Issuer shall timely deposit in the Escrow
Fund,from any funds that are lawfully available therefor,additional funds in the amounts required to
make such payments. Notice of any such insufficiency shall be given as promptly as practicable as
hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any
insufficiency of funds in the Escrow Fund or the Issuer's failure to make additional deposits thereto.
Section 3.04. Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund, the
Escrowed Securities and all other assets of the Escrow Fund,wholly segregated from all other funds
and securities on deposit with the Escrow Agent;it shall never allow the Escrowed Securities or any
other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow
Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The
Escrowed Securities and other assets of the Escrow Fund shall always be maintained by the Escrow
Agent as trust funds for the benefit of the owners of the Refunded Bonds; and a special account
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thereof shall at all times be maintained on the books of the Escrow Agent. The owners of the
Refunded Bonds shall be entitled to the same preferred claim and first lien upon the Escrowed
Securities,the proceeds thereof,and all other assets of the Escrow Fund to which they are entitled as
owners of the Refunded Bonds. The amounts received by the Escrow Agent under this Agreement
shall not be considered as a banking deposit by the Issuer,and the Escrow Agent shall have no right
to title with respect thereto except as a constructive trustee and Escrow Agent under the terms of this
Agreement. The amounts received by the Escrow Agent under this Agreement shall not be subject to
warrants, drafts or checks drawn by the Issuer or, except to the extent expressly herein provided,by
the Paying Agent.
Section 3.05. Security for Cash Balances. Cash balances from time to time on deposit in the
Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its
successor, be continuously secured by a pledge of direct obligations of, or obligations
unconditionally guaranteed by,the United States of America,having a market value at least equal to
such cash balances.
ARTICLE IV
LIMITATION ON INVESTMENTS
Section 4.01. Duty of Escrow Agent to Investment Funds. Except as provided in Sections
3.02, 4.02, 4.03 and 4.04 hereof, the Escrow Agent shall not have any power or duty to invest or
reinvest any money held hereunder, or to make substitutions of the Escrowed Securities, or to sell,
transfer or otherwise dispose of the Escrowed Securities.
Section 4.02. Reinvestment of Certain Cash Balances in Escrow by Escrow Agent. In
addition to the Escrowed Securities listed in the Report, the Escrow Agent shall reinvest cash
balances shown in the Report in United States Treasury Obligations -State and Local Government
Series with an interest rate equal to zero percent(0%)to the extent(i)such Treasury Obligations are
available from the Department of the Treasury and (ii) such reinvestments are called for in the
Report. All such reinvestments shall be made,if and to the extent so required,only from the portion
of cash balances derived from the maturing principal of and interest on Escrowed Securities that are
United States Treasury Certificates of Indebtedness,Notes or Bonds-State and Local Government
Series. All such reinvestments shall be acquired on and shall mature on the dates shown on the
Report.
Section 4.03. Substitutions and Reinvestments. At the direction of the Issuer, the Escrow
Agent shall reinvest cash balances representing receipts from the Escrowed Securities, make
substitutions of the Escrowed Securities or redeem the Escrowed Securities and reinvest the proceeds
thereof in other Escrowed Securities or hold such proceeds as cash, together with other moneys or
securities held in the Escrow Fund, provided that the Issuer delivers to the Escrow Agent the
following:
(1) an opinion by an independent certified public accountant that after such
substitution or reinvestment the principal amount of the securities in the Escrow Fund,
together with the interest thereon and other available moneys, will be sufficient to pay,
5
without further investment or reinvestment, as the same become due in accordance with the
Report,the principal of,interest on and premium,if any,on the Refunded Bonds which have
not previously been paid, and
(2) an unqualified opinion of nationally recognized municipal bond counsel to the
effect that (a) such substitution or reinvestment will not cause the Refunded Bonds to be
"arbitrage bonds" within the meaning of section 103 of the Code or the regulations
thereunder in effect on the date of such substitution or reinvestment, or otherwise make the
interest on the Refunded Bonds subject to federal income taxation,and(b)such substitution
or reinvestment complies with the Constitution and laws of the State of Texas and with all
relevant documents relating to the issuance of the Refunded Bonds.
The Escrow Agent shall have no responsibility or liability for loss or otherwise with respect
to investments made at the direction of the Issuer.
Section 4.04. Substitution for Escrowed Securities. Concurrently with the initial deposit by
the Issuer with the Escrow Agent,but not thereafter,the Issuer, at its option,may substitute cash or
non-interest bearing direct noncallable, non-prepayable obligations of the United States Treasury
(i.e., Treasury obligations which mature and are payable in a stated amount on the maturity date
thereof,and for which there are no payments other than the payment made on the maturity date)(the
"Substitute Obligations") for non-interest bearing Escrowed Securities, if any, but only if such
Substitute Obligations
(a) are in an amount, and/or mature in an amount, which is equal to or greater than the
amount payable on the maturity date of the obligation listed in the Report for which
such Substitute Obligation is substituted,
(b) mature on or before the maturity date of the obligation listed in the Report for which
such Substitute Obligation is substituted, and
(c) produce the amount necessary to pay the interest on and principal of the Refunded
Bonds,as set forth in the Report,as verified by a certified public accountant or a firm
of certified public accountants.
If, concurrently with the initial deposit by the Issuer with the Escrow Agent, any such Substitute
Obligations are so substituted for any Escrowed Securities, the Issuer may, at any time thereafter,
substitute for such Substitute Obligations the same Escrowed Securities for which such Substitute
Obligations originally were substituted.
Section 4.05. Arbitrage. The Issuer hereby covenants and agrees that it shall never request
the Escrow Agent to exercise any power hereunder or permit any part of the money in the Escrow
Fund or proceeds fiom the sale of Escrowed Securities to be used directly or indirectly to acquire any
securities or obligations if the exercise of such power or the acquisition of such securities or
obligations would cause any Refunding Bonds or Refunded Bonds to be an "arbitrage bond"within
the meaning of the Code.
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ARTICLE V
APPLICATION OF CASH BALANCES
No withdrawals, transfers, or reinvestment shall be made of cash balances in the Escrow
Fund, except as provided in Sections 3.01, 3.02, 4.02, 4.03 and 4.04 hereof.
ARTICLE VI
RECORDS AND REPORTS
Section 6.01. Records. The Escrow Agent will keep books of record and account in which
complete and correct entries shall be made of all transactions relating to the receipts,disbursements,
allocations and application of the money and Escrowed Securities deposited to the Escrow Fund and
all proceeds thereof,and such books shall be available for inspection at reasonable hours and under
reasonable conditions by the Issuer and the owners of the Refunded Bonds.
Section 6.02. Reports. While this Agreement remains in effect,the Escrow Agent annually
shall prepare and send to the Issuer a written report summarizing all transactions relating to the
Escrow Fund during the preceding year,including,without limitation,credits to the Escrow Fund as
a result of interest payments on or maturities of the Escrowed Securities and transfers from the
Escrow Fund for payments on the Refunded Bonds or otherwise,together with a detailed statement
of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such
period.
ARTICLE VII
CONCERNING THE PAYING AGENTS AND ESCROW AGENT
Section 7.01. Representations. The Escrow Agent hereby represents that it is the duly acting
Paying Agent for the Refunded Bonds, it has all necessary power and authority to enter into this
Agreement and undertake the obligations and responsibilities imposed upon it herein, and it will
carry out all of its obligations hereunder.
Section 7.02. Limitation on Liability. The liability of the Escrow Agent to transfer funds for
the payment of the principal of and interest on the Refunded Bonds shall be limited to the proceeds
of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund.
Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the
Paying Agent shall have any liability whatsoever for the insufficiency of funds from time to time in
the Escrow Fund or any failure of the obligors of the Escrowed Securities to make timely payment
thereon, except for the obligation to notify the Issuer as promptly as practicable of any such
occurrence.
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The recitals herein and in the proceedings authorizing the Refunding Bonds shall be taken as
the statements of the Issuer and shall not be considered as made by, or imposing any obligation or
liability upon,the Escrow Agent. The Escrow Agent is not a party to the proceedings authorizing the
Refunding Bonds or the Refunded Bonds and is not responsible for and is not bound by any of the
provisions thereof(except as a place of payment and paying agent and/or a Paying Agent/Registrar
therefor). In its capacity as Escrow Agent,it is agreed that the Escrow Agent need look only to the
terms and provisions of this Agreement.
The Escrow Agent makes no representations as to the value,conditions or sufficiency of the
Escrow Fund, or any part thereof,or as to the title of the Issuer thereto,or as to the security afforded
thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to
any of such matters.
It is the intention of the parties hereto that the Escrow Agent shall never be required to use or
advance its own funds or otherwise incur personal financial liability in the performance of any of its
duties or the exercise of any of its rights and powers hereunder.
The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in
good faith in any exercise of reasonable care and believed by it to be within the discretion or power
conferred upon it by this Agreement,nor shall the Escrow Agent be responsible for the consequences
of any error of judgment; and the Escrow Agent shall not be answerable except for its own action,
neglect or default,nor for any loss unless the same shall have been through its negligence or willful
misconduct.
Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to
determine or inquire into the happening or occurrence of any event or contingency or the
performance or failure of performance of the Issuer with respect to arrangements or contracts with
others,with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund,to dispose
of and deliver the same in accordance with this Agreement. If,however,the Escrow Agent is called
upon by the terms of this Agreement to determine the occurrence of any event or contingency, the
Escrow Agent shall be obligated,in making such determination,only to exercise reasonable care and
diligence, and in event of error in making such determination the Escrow Agent shall be liable only
for its own willful misconduct or its negligence. In determining the occurrence of any such event or
contingency the Escrow Agent may request from the Issuer or any other person such reasonable
additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact
relating to the occurrence of such event or contingency, and in this connection may make inquiries
of, and consult with, among others, the Issuer at any time.
Section 7.03. Compensation. (a)Concurrently with the sale and delivery of the Refunding
Bonds,the Issuer shall pay to the Escrow Agent, as a fee for performing the services hereunder and
for all expenses incurred or to be incurred by the Escrow Agent in the administration of this
Agreement, and for all future paying agency services as Paying Agent for the Refunded Bonds,the
sum of$ , the sufficiency of which is hereby acknowledged by the Escrow Agent. In the
8
event that the Escrow Agent is requested to perform any extraordinary services hereunder,the Issuer
hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to re-
imburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extra-
ordinary services,and the Escrow Agent hereby agrees to look only to the Issuer for the payment of
such fees and reimbursement of such expenses. The Escrow Agent hereby agrees that in no event
shall it ever assert any claim or lien against the Escrow Fund for any fees for its services, whether
regular or extraordinary, as Escrow Agent, or in any other capacity,or for reimbursement for any of
its expenses.
(b) Upon receipt of the aforesaid specific sums stated in subsection (a) of this Section
7.03 for Escrow Agent and paying agency fees, expenses, and services, the Escrow Agent shall
acknowledge such receipt to the Issuer in writing.
Section 7.04, Successor Escrow Agents. If at any time the Escrow Agent or its legal
successor or successors should become unable, through operation or law or otherwise, to act as
escrow agent hereunder,or if its property and affairs shall be taken under the control of any state or
federal court or administrative body because of insolvency or bankruptcy or for any other reason, a
vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the Issuer,by
appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor
Escrow Agent shall have been appointed by the Issuer within 60 days,a successor may be appointed
by the owners of a majority in principal amount of the Refunded Bonds then outstanding by an
instrument or instruments in writing filed with the Issuer, signed by such owners or by their duly
authorized attorneys-in-fact. If,in a proper case,no appointment of a successor Escrow Agent shall
be made pursuant to the foregoing provisions of this section within three months after a vacancy
shall have occurred, the owner of any Refunded Bond may apply to any court of competent
jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if
any, as it may deem proper, prescribe and appoint a successor Escrow Agent.
Any successor Escrow Agent shall be a corporation organized and doing business under the
laws of the United States or the State of Texas,authorized under such laws to exercise corporate trust
powers, authorized under Texas law to act as an escrow agent, having its principal office and place
of business in the State of Texas,having a combined capital and surplus of at least$50,000,000 and
subject to the supervision or examination by Federal or State authority.
Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the
Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall
execute and deliver an instrument transferring to such successor Escrow Agent,subject to the terms
of this Agreement,all the rights,powers and trusts of the Escrow Agent hereunder. Upon the request
of any such successor Escrow Agent,the Issuer shall execute any and all instruments in writing for
more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights,
powers and duties.
9
The Escrow Agent at the time acting hereunder may at any time resign and be discharged
from the trust hereby created by giving not less than sixty(60) days'written notice to the Issuer and
publishing notice thereof,specifying the date when such resignation will take effect,in a newspaper
printed in the English language and with general circulation in New York, New York, such
publication to be made once at least three(3)weeks prior to the date when the resignation is to take
effect. No such resignation shall take effect unless a successor Escrow Agent shall have been
appointed by the owners of the Refunded Bonds or by the Issuer as herein provided and such
successor Escrow Agent shall be a paying agent for the Refunded Bonds and shall have accepted
such appointment, in which event such resignation shall take effect immediately upon the
appointment and acceptance of a successor Escrow Agent. If the sixty(60)day notice period expires
and no successor has been appointed,the Escrow Agent,at the expense of the Issuer,has the right to
petition a court of competent jurisdiction to appoint a successor under this Agreement.
Under any circumstances,the Escrow Agent shall pay over to its successor Escrow Agent
proportional parts of the Escrow Agent's fee and, if applicable, its Paying Agent's fee hereunder.
Section 7.05. Indemnity. To the extent permitted by law,the Issuer agrees to indemnify and
save harmless the Escrow Agent from all losses,liabilities,costs and expenses,including reasonable
attorney's fees and expenses, which may be incurred by the Escrow Agent as a result of its
acceptance of the Escrow Fund or arising from the performance of its duties hereunder,unless such
losses, liabilities, costs and expenses have resulted from the bad faith or negligence of the Escrow
Agent,and such indemnification shall survive the resignation by or removal of the Escrow Agent,or
the termination of this Agreement.
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Notice. Any notice,authorization,request,or demand required or permitted to
be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by
registered or certified mail, postage prepaid addressed to the Issuer or the Escrow Agent at the
address shown on Exhibit"A"attached hereto. The United States Post Office registered or certified
mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of
delivery. Any party hereto may change the address to which notices are to be delivered by giving to
the other parties not less than ten (10) days prior notice thereof. Prior written notice of any
amendment to this Agreement contemplated pursuant to Section 8.08 and immediate written notice
of any incidence of a severance pursuant to Section 8.04 shall be sent to Moody's Investors Service,
Attn: Public Finance Rating Desk/Refunded Bonds,99 Church Street,New York,New York 10007;
Standard&Poor's Corporation,Attn: Municipal Bond Department,25 Broadway,New York,New
York 10004; and Fitch Ratings, Attn: Municipal Structured Finance, One State Street Plaza,New
York,New York 10004.
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Section 8.02. Termination of Responsibilities. Upon the taking of all the actions as
described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or
responsibilities hereunder to the Issuer,the owners of the Refunded Bonds or to any other person or
persons in connection with this Agreement.
Section 8.03. Binding Agreement. This Agreement shall be binding upon the Issuer and the
Escrow Agent and their respective successors and legal representatives,and shall inure solely to the
benefit of the owners of the Refunded Bonds, the Issuer, the Escrow Agent and their respective
successors and legal representatives.
Section 8.04. Severability. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity,illegality or unenforceability shall not affect any other provisions of this Agreement,but
this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never
been contained herein.
Section 8.05. Texas Law Governs. This Agreement shall be governed exclusively by the
provisions hereof and by the applicable laws of the State of Texas.
Section 8.06. Time of the Essence. Time shall be of the essence in the performance of
obligations from time to time imposed upon the Escrow Agent by this Agreement.
Section 8.07. Effective Date of Agreement. This Agreement shall be effective upon receipt
by the Escrow Agent of the funds described in the Report and the Escrowed Securities,together with
the specific sums stated in subsection(a)of Section 7.03 for Escrow Agent and paying agency fees,
expenses, and services.
Section 8.08. Amendments. This Agreement shall not be amended except to cure any
ambiguity or formal defect or omission in this Agreement. No amendment shall be effective unless
the same shall be in writing and signed by the parties thereto. No such amendment shall adversely
affect the rights of the holders of the Refunded Bonds.
Section 8.09. Counterparts. This Agreement may be executed in any number of
counterparts,each of which shall be regarded as an original and all of which shall constitute one and
the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by
telecopy or other electronic imaging means shall be effective as delivery of a manually executed
counterpart of this Agreement.
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EXECUTED as of the date first written above.
CITY OF FORT WORTH, TEXAS
By
City Manager
ATTEST:
(SEAL)
City Secretary
APPROVED AS TO FORM:
City Attorney
BOKF,NA, dba BANK OF TEXAS
By
Title:
Signature Page—General Purpose Refunding and Improvement Bonds Escrow Agreement
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INDEX TO EXHIBITS
Exhibit "A" Addresses of the Issuer and the Escrow Agent
Exhibit "B" Verification Report of Grant Thornton LLP
EXHIBIT "A"
ADDRESSES OF THE ISSUER
AND ESCROW AGENT
ISSUER
City of Fort Worth, Texas
1000 Throckmorton
Third Floor
Fort Worth, Texas 76102
Attention: City Manager
ESCROW AGENT
BOKF,NA, dba Bank of Texas
111 Congress Avenue
Suite 301
Austin, Texas 78701
Attention: Corporate Services
EXHIBIT "B"
VERIFICATION REPORT OF
GRANT THORNTON LLP