HomeMy WebLinkAboutOrdinance 15934ORDINANCE NO fi..~~-~`~/
AN ORDINANCE approving and authorizing the issuance of commercial paper notes
in an aggregate principal amount at any one time outstanding not to exceed
$125 000 000 to provide interim financing to pay Project Costs for Eligible Projects
and to refund obligations issued m connection with an Eligible Project, author-izmg
such short term obligations to be issued, sold and delivered m various forms, including
commercial paper notes and a bank note, and prescribing the terms, features and
characteristics of such instruments, approving and authorizing certain authonzed
officers and employees to act on behalf of the City in the selling and delivery of such
short term obligations, within the limitations and procedures specified herein, making
certain covenants and agreements m connection therewith, providing for the levy
assessment and collection of a tax sufficient to pay the interest on commercial paper
notes and a bank note and to create a sinking fund for the redemption of a bank note
resolving other matters incident and related to the issuance, sale, security and delivery
of commercial paper notes, including the approval of an Issuing and Paying Agent
Agreement, a Credit Agreement and a Dealer Agreement; approving the use of an
Offering Memorandum m connection with the sale from time to time of such short
term obligations, and providing an effective date
THE STATE OF TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH
WHEREAS the City of Fort Worth, Texas (the Crty" or the 'Issuer"} is a home-rule
municipality acting as such under the Constitution and laws of the State of Texas, has a population
m excess of 50 000 and has outstanding Lang term indebtedness that is rated by a nationally
recognized rating agency for municipal securities m one of the four highest rating categories for long
term obligations, and
WHEREAS the citizens of the City have authorized at elections previously held m the Crty
that general purpose bonds of the City may be sold, with the dates of election, amount of bonds
authonzed thereat, purpose, and amount of bonds previously sold being as set forth m Schedule I to
this Ordinance and
WHEREAS the City Council of the City hereby determines to issue its short term obligations
m the form of commercial paper notes pursuant to the provisions of Chapter 1371 Texas
Government Code (the Act') to provide interim financing for one or more projects described in
Schedule I to this Ordinance, and
1
WHEREAS such short term obligations proposed to be issued pursuant to this Ordinance
constitute bond anticipation notes which the City intends to fund through the issuarn~e of obligations
of the City payable from ad valorem taxes, and
WHEREAS arrangements relating to such interim financing have been settled and the City
Council hereby finds and determines that the issuance of short term obligations, m the form of
commercial paper notes and a bank note, subject to the terms, conditions and hmrta dons hereinafter
prescribed, should be approved and authorized at this time
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL Or THE CITY OF
FORT WORTH, TEAS
ARTICLE I
DEFINITIONS
Section 1 O1. Definitions Unless the context shall indicate a contrary meaning or intent, the
terms below defined, for all purposes of this ordinance or any ordinance amendatory or supplemental
hereto shall be construed, are used and are intended to have the following meanings, to-wit
Advance shall mean a 'Loan Advance as such term is defined in the Agreement.
Agreement" or Credit Agreement shall mean the Credit Agreement approved and
authorized to be entered into by Section 2.15 hereof, as from time to time amended or supplemented,
or other credit facility provided m lieu thereof m accordance with the provisions of Section 4 03
hereof.
Authorized but Unissued Amount shall mean $273 500 000 provided, that such amount
shall be reduced by the principal amount of Bonds issued pursuant to the Elective Authority to (i}
refund Commercial Paper Notes and (ii) fund prod ects approved by the voters pursuant to the Elective
Authority
Authorized Representative shall mean one or more of the following officers or employees
of the City acting m concert or individually to-wit the Mayor the City Manager any Assistant City
Manager the Director of Finance, the City Treasurer or such other officer or employee of the City
designated m writing by the City Manager as approved by the City Council, to act as an Authorized
Representative
Available Tax Revenues shall mean the ad valorem taxes collected by the City in a Fiscal
Year including ad valorem taxes deposited to the credit of the City's General Fund and cash reserves
maintained by the City
2
'Bank" shall mean DEPFA BANK plc, acting through its New York Agency or any
subsequent or succeeding party to the Agreement.
'Bank Note shall mean the promissory note issued pursuant to the provisions of this
Ordinance and the Agreement (including specifically the Revolving Credit Note and the Term Notes
as defined m the Agreement) m evidence of Advances made by the Bank under the Agreement, having
the terms and characteristics contained therein and issued m accordance with the terms thereof
'Bank Note Account shall mean the account so designated m Section 4.02 hereof.
'Bond Counsel shall mean an attorney or firm of attorneys which are nationally recognized
as having expertise in the practice of tax-exempt municipal finance law as approved by the City
McCall, Parkhurst & Horton L.L.P and Kelly Hart & Hallman, a Professional Corporation, have
been selected by the City to serve as Bond Counsel with respect to the issuance of Commercial Paper
Notes under this Ordinance
'Bonds shall mean a serves or issue of bonds, notes or similar obligations (other than the
Notes or the Agreement (including the Bank Note)) issued by the City subsequent to the date of
passage of this Ordinance, which bonds, notes or similar obligations are payable from lawfully
available sources, including specifically ad valorem taxes levied and collected by the City
'Business Day" shall mean any day (a) when banks are not authorized to be closed m the Crty
and (b) when banks or the New York Stock Exchange are not authorized to be closed m New York,
New York.
Calculation Date shall mean (i) the date of issuance of Commercial Paper Notes under this
Ordinance, (ii) October 1 of each year until the Maximum Maturity Date, and (iii) the date of delivery
of any Bonds issued for the purpose of refunding outstanding Commercial Paper Notes
City" or 'Issuer" shall mean the City of Fort Worth, Texas
City Council shall mean the governing body of the City
Code shall mean the Internal Revenue Code of 1986 as amended.
Commercial Paper Note shall mean a note issued pursuant to the provisions of this
Ordinance, having the terms and charactenstics specified m Section 2.03 hereof and m the form
described m Section 2.05 hereof.
'Dealer" shall mean the entity or collectively the entities so designated m the Dealer
Agreement
'Dealer Agreement shall mean the Dealer Agreement approved and authorized to be entered
into by Section 3.04 hereof, as from time to time amended or supplemented.
3
'Designated Office shall mean the corporate trust office of the Issuing and Paying Agent
where Commercial Paper Notes must be presented and delivered for receipt of payment of the
principal amount thereof
'DTC shall mean The Depository Trust Company or any substitute securities depository
appointed pursuant to this Ordinance, or any nominee thereof.
'DTC Participant" shall mean a member of, or the participant m, DTC that will act on behalf
of a Holder
'Elective Authority" shall mean the authorized but unissued bonds approved at the election
and for the purposes described in Schedule I to this Ordinance
'Eligible Investments shall mean any or all of the authorized investments described in the
Public Funds Investment Act of 1987 Chapter 2256 Texas Government Code, in which the City may
purchase, sell and invest its funds and funds under its control.
'Eligible Project shall mean any project for which there exists authonzed but unissued
obligations approved by a ma~onty of the voters of the City at the election held on February 7 2004
for the purpose of authorizing the issuance of such obligations, as well as any projects approved at
future elections subject, however to the provisions of Sections 6:01 and 6.09 hereof. Those projects
for which voter authorization has been granted are described in Schedule I to this Ordinance
'Fiscal Year" shall mean any consecutive twelve-month period declared by the City as its
fiscal year which currently runs from October 1 through September 30
'Holder" or 'Noteholder" shall mean any person, firm, association, or corporation who is in
possession of any Note drawn, issued or endorsed to such person, firm, association or corporation
or to the order of such person, firm, association or corporation or to bearer or in blank.
'Issuing and Paying Agent 'Paying Agent/Registrar" or 'Registrar" shall mean the agent
appointed pursuant to Section 2.02 hereof, or any successor to such agent.
'Issuing and Paying Agent Agreement shall mean the agreement approved and authonzed
to be entered into by Section 3.03 hereof, as from time to time amended or supplemented.
'Master Note shall mean the 'Master Note as defined in Section 2.05 hereof.
'Maximum Interest Payable shall mean, as of any Calculation Date, the amount of interest
to be payable in the Fiscal Year in which the Calculation Date occurs, calculated at the Maximum
Interest Rate, on the principal amount of Commercial Paper Notes outstanding as of the Calculation
Date In making this calculation, the principal amount of Commercial Paper Notes outstanding as
of the Calculation Date shall be presumed to remain outstanding throughout the Fiscal Year
4
'Maximum Interest Rate shall mean 12% per annum.
'Maximum Maturity Date shall mean ten years following the date of passage of this
Ordinance
'Note or 'Notes shall mean the evidences of indebtedness authorized to be issued and at
any time outstanding pursuant to this Ordinance and shall include Commercial Paper Notes (including
the Master Note) notes m such form or farms as shall be approved by the Crty Councilman
ordinance amending this Ordinance, and the Bank Note, as appropriate
Offering Memorandum shall mean the Offering Memorandum relating to the Commercial
Paper Notes dated , 2004
Outstanding" means when used with respect to the Commercial Paper Notes, as of the date
of determination, all Commercial Paper Notes theretofore delivered under this Ordinance, except.
(1) Commercial Paper Notes theretofore canceled and delivered to the City or
delivered to the Issuing and Paying Agent for cancellation,
(2) Commercial Paper Notes deemed paid pursuant to the provisions of Chapter
1207 Texas Government Code, and
(3) Commercial Paper Notes upon transfer or in exchange for or in lieu, of which
other Commercial Paper Notes have been authenticated and delivered pursuant to this
Ordinance
provided, that m deterrrumng whether the Holders of the requisite principal amount of Outstanding
Commercial Paper Notes have given any request, demand, authorization, direction, notice, consent,
or waiver hereunder any Commercial Paper Note owned by the City shall be deemed to be
Outstanding as though it was owned by any other Holder
'Project Costs shall mean all costs and expenses incurred m relation to Eligible Projects,
including wrthout limitation design, planning, engineering and legal costs, acquisition costs of land,
interests m land, rights-of way and easements, construction costs, costs of machinery equipment, and
other capital assets incident and related to the operation, maintenance, and administration of an
Eligible Project, financing costs, including interest during construction and thereafter underwrrter's
discount and/or fees for legal, financial, and other professional services, and reimbursement for such
Project Costs attributable to Eligible Projects incurred prior to the issuance of any Commercial Paper
Notes.
'Registration Books shall mean the 'Registration Books as defined m Section 2.02 hereof,
'Regulations shall mean the regulations of the U S Department of the Treasury promulgated
under the Code or if applicable, the Internal Revenue Code of 1954
Serves B Note Clearance Account shall mean the account so designated in Section 2.09
hereof.
Series B Note Construction Account" shall mean the account so designated m Section 2.12
hereof.
Series B Note Payment Fund shall mean the fund so designated in Section 2.10 hereof.
Term Loan shall have the meaning given said term m the Credit Agreement.
Section 1 02. Rules of Construction. 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 m this Ordinance to impart
the singular number shall be considered to include the plural number and vice versa. References to
any named person means that party and its successors and assigns References to any constitutional,
statutory or regulatory provision means such provision as rt exists on the date this Ordinance is
adopted by the City and any future amendments thereto or successor provisions thereof All
ordinances and resolutions or parts thereof in conflict herewith are hereby repealed. Certain terms
not defined herein shall have the meamng given said terms m the Credit Agreement.
ARTICLE II
AUTHORIZATION OF NOTES
Section 2.01 General Authorization. Pursuant to authority conferred by and m accordance
with the provisions of the Constitution and laws of the State of Texas, particularly the Act,
Commercial Paper Notes shall be and are hereby authorized to be issued m an aggregate principal
amount not to exceed ONE HUNDRED TWENTY FIVE MILLION DOLLARS ($125,000,000)
at any one time Outstanding for the purpose of financing Pro}ect Costs of Eligible Pro}ects and to
refinance, renew or refund Notes, including interest thereon, all m accordance with and sub}ect to the
terms, conditions, and hrrutations contained herein, and a Bank Note shall be and is hereby authorized
to be issued m the initial aggregate principal amount of ONE HUNDRED THIRTY-SIX MII.LION
TWO HUNDRED FIFTY THOUSAND DOLLARS ($136,250,000) at any one time outstanding
for the purpose of evidencing Advances to retire Commercial Paper Notes, all m accordance with and
sub}ect to the terms, conditions. and limitations contained herein and, with respect to the Bank Note,
the Agreement. For purposes of this Section 2.01 any portion of Outstanding Notes to be paid from
money on deposit m the Series B Note Payment Fund and from the available proceeds of Notes or
Bonds on the day of calculation shall not be considered Outstanding. The authority to issue
Commercial Paper Notes from time to time under the provisions of this Ordinance shall exist until the
Maximum Maturity Date, regardless of whether prior to the Maximum Maturity Date there are at any
time no Commercial Paper Notes Outstanding
Anything m this Ordinance to the contrary notwithstanding, inconnection with the refinancing
or refunding of Notes, such Notes shall qualify as obligations" as such term is defined m the Act at
the time any such refinancing or refunding occurs Further any such refunding or refinancing, other
than a simultaneous refunding, of Notes, to the extent then required by applicable law shall be by
means of a gross defeasance established at the time of the issuance of the refunding Commercial
Paper Notes, and the Notes to be so refunded or refinanced shall be selected by the City Council.
Section 2.02. Terms Ap~hcable to Notes General. Subject to the limitations contained
herein, Commercial Paper Notes herein authorized shall be dated as of their date of issuance (the
'Note Date'), as determined by an Authorized Representative, shall bear interest at such fixed rate
or rates per annum computed on the basis of actual days elapsed and on a 365-day or 366-day year
as applicable (but m no event m any case to exceed the Maximum Interest Rate m effect on the date
of issuance thereof) as may be determined by an Authorized Representative and all Commercial Paper
Notes authorized herein shall mature on or prior to the Maximum Maturity Date
Commercial Paper Notes issued hereunder may contain terms and provisions for the
redemption or prepayment thereof prior to maturrty subject to any applicable limitations contained
herein, as shall be determined by an Authorized Representative.
Subject to applicable terms, limitations and procedures contained herein, Commercial Paper
Notes maybe sold in such manner at public or private sale and at par or at such discount (within the
interest rate and yield restrictions provided herein) as an Authorized Representative shall approve at
the time of the sale thereof.
The Commercial Paper Notes shall be issued m registered form, without coupons, provided,
however Commercial Paper Notes maturing not more than one year from the Note Date may be
registered to bearer The principal of and interest on the Commercial Paper Notes shall be payable
m lawful money of the United States of America, without exchange or collection charges to the
Holder of the Commercial Paper Note the principal thereof to be payable upon presentation and
surrender of the Commercial Paper Note at the Designated Office of the Issuing and Paying Agent
and interest thereon to be payable to the registered owner thereof (when registered other than to
bearer) either (i) by check sent by United States mail, first class postage prepaid, to the address of
the registered owner appearing on the Registration Books of the City maintained by the Registrar or
(ii) by such other method, acceptable to the Issuing and Paying Agent, requested by the Holder but
interest on a Commercial Paper Note registered to bearer shall be payable only upon presentation of
the Commercial Paper Note at the Designated Office of the Issuing and Paying Agent.
The selection and appointment of U S Bank Trust National Association, New York, New
York, to serve as Issuing and Paying Agent, Paying AgentlRegistrar and Registrar for the
Commercial Paper Notes is hereby confirmed and the Crty covenants and agrees to keep and maintain
7
with the Registrar at its Designated Office books and records (the 'Registration Books') for the
registration, payment, transfer and exchange of the Commercial Paper Notes, all as provided herein
and such reasonable rules and regulations as the Registrar may prescribe The City covenants to
maintain and provide a Registrar at all times while the Commercial Paper Notes are Outstanding,
which shall be a national or state banking association or corporation or trust company organized and
doing business under the laws of the United States of America or of any state and authorized under
such laws to exercise trust powers Should a change m the Paying Agent/Registrar for the
Commercial Paper Notes occur the City agrees to promptly cause a written notice thereof to be (i)
sent to each registered owner of the Commercial PaperNotes then outstanding by United States mail,
first class postage prepaid, and (ii) published m a financial newspaper or~ournal of general circulation
m The City of New York, New York, once during each calendar week for at least two calendar
weeks, provided, however the publication of such notice shall not be required if notice is sent to each
Holder of the Commercial Paper Notes. Such notice shall give the address of the successor Paying
Agent/Registrar A successor Paying Agent/Registrar may be appointed by the City without the
consent of the Holders
A copy of the Registration Books and any change thereto shall be provided to the City by the
Paying AgentlRegistrar by means of telecommunications equipment or such other means as maybe
mutually agreeable thereto, within two Business Days of the opening of such Registration Books or
any change therein, as the case may be
The City and the Paying Agent/Registrar may treat the bearer (in the case of Commercial
Paper Notes so registered) or the registered payee thereof as the absolute owner of any Commercial
Paper Note for the purpose of receiving payment thereof and for all purposes, and the City and the
Paying Agent/Registrar shall not be affected by any notice or knowledge to the contrary
If an Authorized Representative determines that it is possible and desirable to provide for a
book-entry only system of Commercial Paper Note registration with DTC such Authorized
Representative, acting for and on behalf of the City is hereby authorized to approve, execute, and
deliver a Letter ofRepresentations toDTC and to enter into such other agreements and execute such
instruments as are necessary to implement such book-entry only system, such approval to be
conclusively evidenced by the execution thereof by said Authorized Representatwe Except as
provided herein, the ownership of the Commercial Paper Notes shall be registered m the name of
Cede & Co as nominee of DTC which will serve as the initial securities depository for the
Commercial Paper Notes Ownership of beneficial interests m the Commercial Paper Notes shall he
shown by book-entry on the system maintained and operated by DTC and DTC Participants, and
transfers of ownership of beneficial interests shall be made only by DTC and the DTC Participants
by book-entry and the City and the Issuing and Paying Agent shall have no responsibility therefor
DTC will be required to maintain records of the positions of the DTC participants m the Commercial
Paper Notes, and the DTC Participants and persons acting through the DTC participants will be
required to maintain records of the purchasers of beneficial interests in the Commercial Paper Notes
During any period when abook-entry only system is m effect, except as provided above m this
paragraph, the Commercial Paper Notes shall not be transferable or exchangeable, except for transfer
to another securities depository or to another nominee of a securities depository
8
With respect to Commercial Paper Notes registered m the name of DTC or its nominee,
neither the City nor the Issuing and Paying Agent shall have any responsibility or obligation to any
DTC Participant or to any person on whose behalf a DTC Participant holds an interest m the
Commercial Paper Notes Without limiting the immediately preceding sentence, neither the City nor
the Issuing and Paying Agent shall have any responsibility or obligation with respect to (i) the
accuracy ofthe records ofDTC or any DTC Participant with respect to any ownership interest m the
Commercial Paper Notes, (ii) the delivery to any DTC Participant or any other person, other than a
registered owner of the Commercial Paper Notes, as shown on the Registration Books, of any notice
with respect to the Commercial Paper Notes, including any notice of redemption, and (iii) the
payment to any DTC Participant or any other person, other than a registered owner of the
Commercial Paper Notes, as shown m the Registration Books, of any amount with respect to
principal of and interest on the Commercial Paper Notes
Whenever during the term of the Commercial Paper Notes, the beneficial ownership thereof
is determined by a book entry at DTC the requirements m this Ordinance of holding, registering,
dehvenng, exchanging, or transferring the Commercial Paper Notes shall be deemed modified to
require the appropriate person or entity to meet the requirements of DTC as to holding, registering,
delivering, exchanging, or transferring the book-entry to produce the same effect.
Either the City or DTC may determine to discontinue the book-entry only system and m such
case, unless a new book-entry only system is put m place, physical certificates m the form set forth
m Section 2.05 shall be provided to the beneficial owners thereof.
If at any time, DTC ceases to hold the Commercial Paper Notes, all references herein to DTC
shall be of no further force or effect.
Whenever the beneficial ownership of the Commercial Paper Notes is determined by a book
entry at DTC delivery of Commercial Paper Notes for payment at maturity shall be made pursuant
to DTC's payment procedures as are in effect from time to time and the DTC Participants shall
transmit payment to beneficial owners whose Commercial Paper Notes have matured. The City and
each of the Issuing and Paying Agent, the Bank, and the Dealer are not responsible for transfer of
payment to the DTC Participants or beneficial owners
Section.2.03 Commercial Paper Notes Under and pursuant to the authority granted hereby
and subject to the limitations contained herein, Commercial Paper Notes to be designated City of
Fort Worth, Texas General Purpose Commercial Paper Notes, Series B are hereby authorized
to be issued and sold and delivered from time to time in such principal amounts as determined by an
Authorized Representative m denominations of $100 000 or m integral multiples of $1 000 m excess
thereof, numbered m ascending consecutive numerical order m the order of their issuance and to
mature and become due and payable on such dates as an Authorized Representative shall determine
at the time of sale, provided, however that no Commercial Paper Note shall (i) mature after the
Maximum Maturity Date or (ii) have a term m excess of two hundred seventy (270) calendar days
Interest, if any on Commercial Paper Notes shall be payable at maturity with principal.
9
Section 2.04 Bank Note Under and pursuant to authority granted hereby and subject to the
limitations contained herein and in the Agreement, a promissory note to be designated as the 'Bank
Note is hereby authorized and approved m accordance with the terms of this Ordinance, the
Agreement and the form thereof set forth m the Agreement.
Section 2.05. Form of Commercial Paper Notes The Commercial Paper Notes and the
Certificate of Authentication to appear on each of the Commercial Paper Notes shall be substantially
m the forms set forth m Exhibit A to this Ordinance, with such appropriate insertions omissions,
substitutions and other variations as are permitted or required by this Ordinance and may have such
letters, numbers or other marks of identification (including identifying numbers and letters of the
Committee on Uniform Securities Identification Procedures of the American Bankers Association)
and such legends and endorsements thereon as may consistently herewith, be approved by an
Authorized Representative Any portion of the text of any Commercial Paper Notes may be set forth
on the reverse thereof, with an appropriate reference thereto on the face of the Commercial Paper
Notes. The Commercial Paper Notes shall be printed, lithographed, or engraved or produced in any
other similar manner or typewritten, all as determined and approved by an Authorized
Representative
If Commercial Paper Notes are issued in book-entry only form pursuant to Section 2.02, (i)
no physical Commercial Paper Note certificates will be delivered to DTC and (ii) the City will execute
and deliver to the Issuing and Paying Agent, as custodian for DTC a master note relating to the
Commercial Paper Notes (the 'Master Note') m substantially the form set forth in Exhibit B The
form of Commercial Paper Note as prescribed m Exhibit A shall be attached to the Master Note, and
rt is hereby declared that the provisions of the Commercial Paper Note as prescribed m Exhibit A
shall be incorporated into and shall be a part of the Master Note for all purposes of this Ordinance
It is further provided that this Ordinance and the form of Commercial Paper Note prescribed m
Exhibit A shall constitute the 'underlying records referred to m the Master Note Notwrthstandmg
the provisions of Section 2.06 the Master Note shall be executed on behalf of the City by the manual
signature of the City Manager
Section 2.06. Execution Authentication. The Notes (other than the Master Note) shall be
executed on behalf of the City by the Mayor attested by the City Secretary under its seal reproduced
or impressed thereon, and approved as to form and legality by the City Attorney all as provided m
Section 2.05 hereof. The signature of said officers on the Notes may be manual or facsimile Notes
bearing the manual or facsimile signatures of individuals who are or were the proper officers of the
City on the date of passage of this Ordinance shall be deemed to be duly executed on behalf of the
City notwithstanding that such individuals or either of them shall cease to hold such offices at the
time of the initial sale and delivery of Notes authorized to be issued hereunder and with respect to
Notes delivered in subsequent sales, exchanges and transfers, all as authorized and provided m
Chapter 1201 Texas Government Code
10
No Commercial Paper Note shall be entrtled to any right or benefit under this Ordinance, or
be valid or obligatory for any purpose, unless there appears on such Commercial Paper Note a
certificate of authentication executed by the Paying Agent/Registrar by manual signature, or m the
case ofthe Master Note, the Paying AgentlRegistrarlias executed the MasterNote, and the execution
of any Commercial Paper Note (including the Master Note) by the Paying Agent/Registrar shall be
conclusive evidence, and the only evidence, that such Commercial Paper Note has been duly certified
or registered and delivered.
Section 2.07 Notes Mutilated. Lost. Destroyed or Stolen. If any Note shall become
mutilated, the City at the expense of the Holder of said Note, shall execute and deliver a new Note
of like tenor and number m exchange and substitution for the Note so mutilated, but only upon
surrender to the City of the Note so mutilated. If any Note' shall be lost, destroyed or stolen, evidence
of such loss, destruction or theft maybe submitted to the City and, if such evidence be satisfactory
to rt and indemnity satisfactory to it shall be given, the Crty at the expense of the owner shall execute
and deliver a new Note of like tenor m lieu of and m substitution for the Note so lost, destroyed or
stolen. Neither the City nor the Paying Agent/Registrar shall be required to treat both the original
Note and any duplicate Note as being Outstanding for the purpose of determining the principal
amount of Notes which maybe issued hereunder but both the original and the duplicate Note shall
be treated as one and the same.
Section 2.08. Negotiability, Registration and Exchan eg abilrty The obligations issued
hereunder shall be, and shall have all of the qualities and incidents of, a negotiable instrument under
the laws of the State of Texas, and each successive holder in accepting any of the obligations, shall
be conclusively deemed to have agreed that such obligations shall be and have all of the qualities and
incidents of a negotiable instrument under the laws of the State of Texas
The Registration Books relating to the registration, payment and transfer or exchange of the
Commercial Paper Notes shall at all times be kept and maintained by the City at the Designated Office
of the Registrar and the Registrar shall obtain, record and maintain in the Registration Books the
name and address of each registered owner of the Commercial Paper Notes, except for Commercial
Paper Notes registered to bearer issued under and pursuant to the provisions of this Ordinance, and
the Registrar further shall provide such information to the City as described m Section 2.02 hereof
Any Commercial Paper Note may in accordance with rts terms and the terms hereof, be transferred
or exchanged for Commercial Paper Notes of like tenor and character and of other authorized
denominations upon the Registration Books by the Holder m person or by his duly authorized agent,
upon surrender of such Commercial Paper Note to the Registrar for cancellation, accompanied by a
wrrtten instrument of transfer or request for exchange duly executed by the Holder or by his duly
authorized agent, m form satisfactory to the Registrar
Upon surrender for transfer of any Commercial Paper Note at the Designated Office of the
Registrar the Registrar shall register and deliver m the name of the designated transferee or
transferees (or to bearer as appropriate) one or more new Commercial Paper Notes executed on
behalf of, and furnished by the City of like tenor and character and of authorized denominations and
11
having the same maturity beanng interest at the same rate and of a like aggregate principal amount
as the Commercial Paper Note or Commercial Paper Notes surrendered for transfer
Furthermore, Commercial Paper Notes may be exchanged for other Commercial Paper Notes
of like tenor and character and of authorized denominations and having the same maturity bearing
the same rate of interest and of like aggregate principal amount as the Commercial Paper Notes
surrendered for exchange, upon surrender of the Commercial Paper Notes to be exchanged at the
Designated Office of the Registrar Whenever any Commercial Paper Notes are so surrendered for
exchange, the Registrar shall register and deliver new Commercial Paper Notes of like tenor and
character as the Commercial Paper Notes exchanged, executed on behalf of, and furnished by the
City to the Holder requesting the exchange
The City and the Registrar may charge the Noteholder a sum sufficient to reimburse them for
any expenses incurred in making any exchange or transfer after the first such exchange or transfer
The Registrar or the City may also require payment from. the Holder of a sum sufficient to cover any
tax, fee or other governmental charge that maybe imposed in relation thereto Such charges and
expenses shall be paid before any such new Commercial Paper Note shall be delivered.
New Commercial Paper Notes delivered upon any transfer or exchange shall be valid
obligations of the City evidencing the same debt as the Commercial Paper Notes surrendered, shall
be secured by this Ordinance and shall be entitled to all of the security and benefits hereof to the same
extent as the Commercial Paper Notes surrendered.
The City reserves the right to change the above registration and transferability provisions of
the Commercial Paper Notes at any time on or prior to the delivery thereof m order to comply with
applicable laws and regulations of the United States m effect at the time of issuance thereof.
Section 2.09 Series B Note Clearance Account. There is hereby created and established on
the books of the Crty a separate account hereby designated as the City of Fort Worth, Texas
General Purpose Series B Note Clearance Account" (the Series B Note Clearance Account")
At the.close of business on each Calculation Date, the City shall cause to be credited to the Series B
Note Clearance Account from Available Tax Revenues an amount equal to the Maximum Interest
Payable The Available Tax Revenues so credited to the Series B Note Clearance Account shall be
used to pay when due, interest on the maturing Commercial Paper Notes, as provided m Section
2.10 hereof. Pending transfer to the Series B Note Payment Fund for authorized purposes, Available
Tax Revenues so credited to the Series B Note Clearance Account maybe invested at the direction
of the Director of Finance or the designee thereof in Eligible Investments
Section 2.10 Series B Note PaXment Fund. There is hereby created and established with the
Issuing and Paying Agent a separate and special fund to be designated as the City of Fort Worth,
Texas General Purpose Series B Note Payment Interest and Sinking Fund (the Series B Note
Payment Fund') Moneys on deposit in the Series B Note Payment Fund shall be used to pay principal
of and interest on Commercial Paper Notes at the respective interest payment, maturity dates or
12
redemption dates (if any) of each issue thereof as provided herein and the repayment of any Advances
and Term Loans made pursuant to the Agreement (evidenced by any Bank Note)
In addition to funds to be deposited into the Series B Note Payment Fund pursuant to
Sections 2.11 and 2,12, all proceeds of Advances shall be deposited into the Series B Note Payment
Fund and solely used to pay the principal of and interest on the Commercial Paper Notes.
Pending the expenditure of moneys in the Series B Note Payment Fund for authorized
purposes, moneys deposited in said Fund (other than moneys derived from Advances which shall be
held uninvested) maybe invested at the direction of the Director of Finance or the designee thereof
m Eligible Investments
Section 2.11 Pledge, Payments The Notes are obligations of the City payable from and
secured solely by the funds pledged therefor pursuant to this Ordinance The City agrees to make
payments into the Series B Note Payment Fund at such times and in such amounts as are necessary
to provide for the full payment of the principal of and the interest on the Notes when dine.
There is hereby granted a lien on and pledge of, subJect only to the provisions of this
Ordinance permitting the application thereof for purposes and on the terms and conditions set forth
herein, (i) the proceeds from (a) the sale ofBonds issued pursuant to the Elective Authority for such
purpose and (b) the sale of other Notes issued pursuant to this Ordinance for such purpose, (ii)
Advances, (iii) the amounts held m the Serves B Note Payment Fund until the amounts deposited
therein are used for authorized purposes, provided, however amounts m the Series B Note Payment
Fund attributable to and derived from Advances shall be used only to pay prior to any application
to the payment of the Bank Note, the principal of the Commercial Paper Notes m full, and (iv) the
amounts remaining on deposit m the Series B Note Construction Account after the payment of all
Project Costs, and it is hereby resolved and declared that the principal of the Notes and any other
amounts due under the Agreement shall be and are hereby equally and ratably secured by and payable
from a lien on and pledge ofthe sources hereinabove identified m clauses (i), (ii) (iii) and (iv) subject
and subordinate only to the exceptions noted therein.
During each Fiscal Year while any ofthe Commercial Paper Notes is outstanding and unpaid,
to pay the interest coming due on the Commercial Paper Notes in such Fiscal Year the City shall
from time to time transfer from the Series B Note Clearance Account to the credit of the Series B
Note Payment Fund such amounts as shall be necessary to pay the interest on the Commercial Paper
Notes when due If the City m adopting its annual budget, projects that m the forthcoming Fiscal
Year there shall not be credited to the Series B Note Clearance Account Available Tax Revenues m
an amount equal to the Maximum Interest Payable on the principal amount of Commercial Paper
Notes to be outstanding as of the first day of such Fiscal Year an ad valorem tax shall be assessed
and collected m such Fiscal Year at a rate sufficientto generate an amount which, together with the
projected Available Tax Revenues budgeted for such Fiscal Year shall be necessary to pay the
Maximum Interest Payable on the Commercial Paper Notes projected to come due m that Fiscal Year
Ad valorem taxes so assessed and collected shall be deposited to the credit of the Series B Note
Payment Fund. In addition, should there not be sufficient moneys in the Series B Note Clearance
13
Account, the City may seek an Advance to pay the interest coming due on the Commercial Paper
Notes.
Additionally to provide security for the payment of the principal of and interest on the Bank
Note and other amounts due under the Agreement as the same shall become due and payable, the City
Council agrees that if an Advance is made under the Credit Agreement and the City incurs an
obligation to pay principal and interest on a Bank Note as a result of the Advance having been made,
during each year while the Bank Note is outstanding and unpaid, the City Council 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 Bank Note as such
interest comes due, and to provide a smkmg fund to pay the principal (including smkmg fund
redemptions of principal) of the Bank Note as such principal matures, but never less than 2% of the
original principal amount of the Bank Note as a smkmg 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 m the City
for each year while the Bank Note is outstanding and unpaid, and said ad valorem tax shall be
assessed and collected each such year and deposited to the credit ofthe Series B Note Payment Fund.
Said ad valorem taxes necessary to pay the interest on and principal (including smkmg fund
redemptions of principal) of the Bank Note, as such interest comes due, and such principal matures
or comes due, are hereby pledged for such purpose, within the limit prescribed bylaw
Unless the Bank Note is paid from the proceeds of Commercial Paper Notes or Bonds issued
for such purposes, or amounts available m the Series B Note Payment Fund or the Series B Note
Construction Fund, all as described above, such payments are to be made from ad valorem taxes on
deposit m the 'Bank Note Account in accordance with Section 4 02 hereof.
Chapter 1208 Texas Government Code, applies to the issuance of the Commercial Paper
Notes and the pledge made under this Section 2.11, and such pledge is therefore valid, effective, and
perfected. If Texas law is amended at any time while the Commercial Paper Notes are Outstanding
and unpaid such that the pledge made by the City hereunder is to be subject to the filing requirements
of Chapter 9 Texas Business & Commerce Code, then m order to preserve to the registered owners
of the Commercial Paper Notes the perfection of the security interest m said pledge, the City agrees
to take such measures as it determines are reasonable and necessary under Texas law to comply with
the applicable provisions of Chapter 9 Texas Business & Commerce Code and enable a filing to
perfect the security interest m said pledge to occur
Section 2.12. Serves B Note Construction Account. There is hereby created and established
on the books of the Crty a separate account hereby designated as the City of Fort Worth, Texas
General Purpose Series B Note Construction Account (the Series B Note Construction
Account') Moneys deposited m the Series B Note Construction Account shall remain therein until
from time to time expended to pay for Project Costs, and to refund Notes issued m connection with
Eligible Projects and shall not be used for any other purposes whatsoever except as otherwise
14
provided below and pending such expenditure, moneys m said Account may be invested at the
direction of the Director of Finance or the designee thereof m Eligible Investments
Any amounts on deposit m the Series B Note Construction Account designated by an
Authorized Representative as eligible to pay interest during construction and thereafter may be
transferred from time to time at the direction of an Authorized Representative to the credit of the
Series B Note Payment Fund for use m accordance with the terms of Section 2.10 hereof. Any
amounts remaining m the Serves B Note Construction Account after the payment of all Project Costs
shall be paid into the Series B Note Payment Fund and used for the payment of such maturities of the
Commercial Paper Notes coming due at such times as may be selected by an Authorized
Representative or for the payment of the B ank Note, as the case maybe In the event no Commercial
Paper Notes are Outstanding and there are no outstanding Advances, any amounts m the Series B
Note Construction Account not anticipated to be needed to pay Project Costs shall be transferred to
the General Fund of the City and may be used for any lawful purpose not inconsistent with the
propositions approved by the voters of the City authorizing the issuance of obligations secured by ad
valorem taxes
Section 2.13. Cancellation. All Commercial Paper Notes which at maturity are surrendered
to the Paying Agent/Registrar for the collection of the principal and interest thereof or are
surrendered for transfer or exchange pursuant to the provisions hereof shall, upon payment or
issuance of new Commercial PaperNotes, be cancelled by the Paying Agent/Registrar and the Paying
AgentlRegistrar forthwith shall transrrut to the Crty a certificate identifying such Commercial Paper
Notes and that such Commercial Paper Notes have been duly cancelled and destroyed.
Section 2.14. Fiscal and Other A ents In furtherance of the purposes ofthis Ordinance, the
Crty may from time to time appoint and provide for the payment of such additional fiscal, paying or
other agents or trustees as it may deem necessary or appropriate m connection with the Notes
Section 2.15. Credit Agreement The Agreement, substantially in the form attached hereto
as Exhibit C, is hereby approved, and shall be entered into with the Bank. The form of the Bank
Note substantially m the form contained m the Agreement is approved with the interest rate payable
thereon to be determined as set forth therein. Any Authorized Representative is hereby authorized
to execute and deliver the Credit Agreement, and the City Secretary is authorized to attest and to
place the City seal thereon.
Section 2.16. Funds Secured. That moneys m all such Funds, to the extent not invested as
permitted hereunder shall be secured m the manner prescribed by law for securing funds of the Crty
15
ARTICLE III
ISSUE AND SALE OF NOTES
Section 3,01. Issuance and Sale of Commercial Paper Notes (a) The Commercial Paper
Notes shall be completed and delivered by the Issuing and Paying Agent m accordance with
telephonic, computer or written instructions of the Authorized Representative and in the manner
specified below and m the Issuing and Paying Agent Agreement. To the extent such instructions are
not written, they shall be confirmed m writing by the Authorized Representative within 24 hours.
Said instructions shall specify such principal amounts, dates of issue, maturities, rates of discount or
interest, and other terms and conditions which are hereby authorized and permitted to be fixed by the
Authorized Representative at the time of sale ofthe Commercial Paper Notes Such instructions shall
include the purchase price of the Commercial Paper Notes, and a request that the Issuing and Paying
Agent authenticate such Commercial Paper Notes by counter signature of its authorized officer or
employee and deliver them to the named purchaser or purchasers thereof upon receipt of payment
in accordance with the custom then prevailing m the New York financial market m regard to such
Commercial Paper Notes The rules of the New York Clearinghouse shall apply thereto Such
instructions shall also contain provisions representing that all action on the part of the City necessary
for the valid issuance of the Commercial Paper Notes then to be issued has been taken, that all
provisions of Texas and federal law necessary for the valid issuance of such Commercial Paper Notes
with provision for interest exemption from federal income taxation have been complied with, if
applicable, and that such Commercial Paper Notes in the hands of the Holders thereofwill be valid
and enforceable obligations of the City according to their terms, subject to the exercise of~udicial
discretion m accordance with general principles of equity and bankruptcy insolvency reorganization,
moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the
extent constitutionally applicable and that, if applicable, based upon the advice ofBond Counsel, the
stated interest on the Commercial Paper Notes is exempt from federal income taxation. Such
instructions shall also certify that
(i) no Event ofDefault under Section 5.01 hereof has occurred and is continuing
as of the date of such Certificate and that the Issuing and Paying Agent has not received a
No-Issuance Notice (as defined m the Credit Agreement)
(ii) (A) the project to be financed with the proceeds of the Commercial Paper
Notes will constitute an Eligible Project and (B) the aggregate principal amount of
Bonds and Notes issued or incurred by the City to finance such project does not exceed the
amount authorized under the Elective Authority to finance such project,
(iii) the Crty is in compliance with the covenants set forth m Article IV hereof as
of the date of such instructions,
(iv) the Crty has been advised by Bond Counsel that the proposed expenditure of
the proceeds of such Commercial Paper Notes for such projects and refunding will not cause
the City to be m violation of its covenants set forth in Section 4.06 hereof; and
16
(iv) the sum of the interest payable on such Commercial Paper Note will not
exceed a yield (calculated on the principal amount of the Commercial Paper Note on the basis
of a 365-day or 366-day year as applicable, and actual number of days elapsed) to the
maturity date of such Commercial Paper Note in excess of the Maximum Interest Rate in
effect on the date of issuance of such Commercial Paper Note
(b) The Bank Note shall be or has been delivered to the Bank and indebtedness may be
incurred thereunder in accordance with the terms of the Agreement.
(c) In making the determination described in Section 3 O1(a)(ii) hereof, the City shall
aggregate the then outstanding Bonds and Notes issued or incurred to finance any such project.
Section 3 02. Proceeds of Sale of Commercial Paper Notes The proceeds of the sale of any
Commercial Paper Notes (net of all expenses and costs of sale and issuance) shall be applied for any
or all of the following purposes as directed by an Authorized Representative
(i) Proceeds to be used for the payment and redemption of outstanding
Commercial Paper Notes at or before maturity and the repayment of any borrowing
(evidenced by the Bank Note) or other amounts due under the Agreement shall be retained
in the Series B Note Payment Fund, and expended therefor and
(ii) Proceeds not retained in the Series B Note Payment Fund as provided in
subparagraph (i) above shall be transferred and deposited to the Series B Note Construction
Account and used and applied m accordance with the provisions of Section 2.12 hereof.
Section 3.03 Issuing and Pang Agent Agreement The Issuing and Paying Agent
Agreement by and between the City and the Issuing and Paying Agent, relating to the Commercial
Paper Notes, m substantially the form attached to this Ordinance as Exhibit D is hereby approved,
and any Authorized Representative is hereby authorized and directed to execute the same for and on
behalf of the City and the City Secretary is authorized to attest and place the City seal on such
instrument. Any Authorized Representative is hereby authorized to enter into any supplemental
agreements with the Issuing and Paying Agent or with any successor Issuing and Paying Agent m
order to implement the functions of the Issuing and Paying Agent or Registrar with respect to the
Commercial Paper Notes
Section 3 04 Dealer Agreement. The Dealer Agreement to be entered into with the Dealer
pertaining to the sale, from time to time, of Commercial Paper Notes or the purchase of Commercial
Paper Notes from the City all for a fee to be set forth in said Dealer Agreement, in substantially the
form attached to this Ordinance as Exhibit E, is hereby approved, and any Authorized Representative
is hereby authorized and directed to execute the same for and on behalf of the City and the City
Secretary is authorized to attest and place the City seal on such instrument.
17
ARTICLE IV
COVENANTS OF THE CITY
Section 4 O1 Lirnitation on Issuance Unless this Ordinance is amended a}~d modified by the
City Council m accordance with the provisions of Section 6.01 hereof, the City covenants that there
will not be issued and outstanding at any time under this Ordinance more than X125 000 000 in
principal amount of Commercial Paper Notes For purposes of this Section 4 03' any portion of
outstanding Commercial Paper Notes to be paid on a particular day from moneys on deposit m the
Series B Note Payment Fund and available proceeds of Notes or Bonds shall not be considered
outstanding on such day In addition to the foregoing, (i) no Commercial Paper Notes shall be issued
for any project other than an Eligible Project, and (ii) no Commercial Paper Notes shall be issued if
the Commercial Paper Notes then outstanding after such issuance would exceed the Authorized but
Unissued Amount.
Additionally the City covenants and agrees that the total principal amount of all Commercial
Paper Notes outstanding at any one time and the total amount of interest accrued or to accrue thereon
shall not exceed the Commitment (as defined ~n the Agreement), less the principal amount of the
Bank Note then outstanding.
The Crty further agrees that, anything m this Ordinance to the contrary notwithstanding, on
any date the sum of (i) the principal amount of Commercial Paper Notes then outstanding, (ii) the
principal amount of any Bank Note then outstanding and (iii) the principal amount of Bonds issued
pursuant to Elective Authority shall not exceed $273 500 000 (the Authorized but Unissued Amount
as calculated on the date this Ordinance is adopted)
Section 4 02. BankNote Account. There is hereby created and there shall be established and
maintained a separate account within the Series B Note Payment Fund to be known as the 'Bank
Note Account for the sole benefit of the Bank Note There shall be deposited by the City to the
Bank Note Account the amounts required by Section 2.11 hereof for the payment of the Bank Note
Section 4 03 Maintenance of Available Credit Facilities Requirement. The City agrees and
covenants that at all times up to and including the Maximum Maturity Date, unless the Commercial
Paper Notes are no longer Outstanding rt will maintain credit or hquidrty facilities with banks m
amounts such that, assuming that all then outstanding Commercial Paper Notes were to become due
and payable immediately the amount available for borrowing under such facilities would be sufficient
at that time to pay principal and interest of all Commercial Paper Notes No Commercial Paper Note
shall be issued which if, after giving effect to the issuance thereof and, if applicable, the immediate
application of the proceeds thereof to retire other Commercial Paper Notes secured by the credit or
hquidity facility the aggregate principal amount of all Commercial Paper Notes plus any interest
thereon secured by or payable from the credit or liquidity facility would exceed the amount of the
Commitment" thereunder and as defined in the Agreement, less the principal amount of the Bank
Note then outstanding. The availability for borrowing of such amounts under such facilities maybe
subject to reasonable conditions precedent, including but not limned to bankruptcy of the City In
18
furtherance of the foregoing covenant, the City agrees that rt will not issue any Commercial Paper
Notes or make any borrownng which will result m a violation of such covenant, will not amend the
Agreement m a manner which will cause a violation of such covenant and, of and to the extent
necessary to maintain compliance with such covenant, will arrange for new credit or liquidity facilities
prior to or contemporaneously with, the expiration of the Agreement.
Section 4 04 Commercial Paper Notes Issued as Bond Anticipation Notes The Crty hereby
acknowledges that the Commercial Paper Notes are being issued as bond anticipation notes, and
therefore the City m good faith shall endeavor to sell a sufficient principal amount of the Bonds
authorized by the Elective Authority in order to have funds available, together wrth other moneys
available therefor to pay the Notes and the interest thereon, or any renewals thereof, as the same shall
become due
Section 4 O5. Punctual Payment The City will punctually pay or cause to be paid the
principal of and interest, of any on the Notes (but only from the sources pledged herein), m
conformity wrth the Notes, this Ordinance and the Agreement.
Section 4 06. Commercial Paper Notes to Remain Tax Exempt. The City covenants to take
any action to assure, or refrain from any action which would adversely affect, the treatment of the
Commercial Paper Notes as obhgatnons described m section 103 of the Code, the interest on which
ns not includable nn the gross income of the holder for purposes of federal income taxation of such
Commercial Paper Notes are designated by the Crty as 'tax exempt In furtherance thereof, the City
covenants as follows
(a) to take any action to assure that no more than 10 percent of the proceeds of
the Commercial Paper Notes or the projects financed therewith (less amounts deposited to
a reserve fund, of any) are used for any 'private business use as defined nn section 141(b)(6)
of the Code or of more than 10 percent of the proceeds are so used, that amounts, whether
or not received by the Crty 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 Commercial Paper Notes, m
contravention of section 14 i (b)(2) of the Code
(b) to take any action to assure that nn the event that the 'private business use
described nn subsection (a) hereof exceeds 5 percent ofthe proceeds ofthe Commercial Paper
Notes or the projects financed therewith (less amounts deposited into a reserve fund, of any)
then the amount nn excess of 5 percent is used fora 'private business use which ns 'related"
and not disproportionate within the meaning of section 141(b) (3) of the Code, to the
governmental use
(c) to take any action to assure that no amount which ns greater than the lesser of
$5 000 000 or 5 percent of the proceeds of the Commercial Paper Notes (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,
19
(d) to refrain from taking any action which would otherwise result m the
Commercial Paper Notes 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 m the Commercial Paper
Notes 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 Commercial Paper
Notes, directly or indirectly to acquire or to replace fiends which were used, directly or
indirectly to acquire 'investment property" (as defined m section 148(b)(2) of the Code)
which produces a materially higher yield over the term of the Commercial Paper Notes, other
than investment property acquired with
(1) proceeds of the Commercial Paper Notes invested for a reasonable
temporary period of 3 years or less until such proceeds are needed for the purpose for
which the obligations are issued,
(2) amounts invested m a bona fide debt service fund, wrtlun the meaning
of section 1 148-1(b) of the Treasury Regulations, and
(3) amounts deposited m any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Commercial Paper Notes,
(g) to otherwise restrict the use of the proceeds of the Commercial Paper Notes
or amounts treated as proceeds of the Commercial Paper Notes, as may be necessary so that
the Commercial Paper Notes 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 refunding) 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 Commercial Paper Notes) an amount that is
at least equal to 90 percent of the 'Excess Earnings wrthm the meaning of section 148(f) of
the Code, and to pay to the United States of America, not later than 60 days after the
Commercial Paper Notes have been paid m full, 100 percent of the amount then required to
be paid as a result of Excess Earnings under section 148(f) of the Code
The City represents and covenants that it will not expend, or permit to be expended, the
proceeds of any Commercial Paper Notes m any manner inconsistent with its reasonable expectations
as certified m a federal tax certificate to be executed from time to time with respect to the
Commercial Paper Notes, provided, however that the City may expend Commercial Paper Note
proceeds m any manner if the City first obtains an unqualified opinion of Bond Counsel that such
expenditure will not impair the exemption from federal income taxation of interest paid on the
20
Commercial Paper Notes The City represents that it has not been notified of any listing or proposed
listing by the Internal Revenue Service to the effect that it is an issuer whose arbitrage certifications
may not be retied upon.
The City understands that the term proceeds includes disposition proceeds as defined m
the 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 Commercial Paper Notes It is
the understanding of the City 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 Commercial Paper Notes, the City will not be
required to comply with any covenant contained herein to the extent that such failur to comply m
the opinion of Bond Counsel, will not adversely affect the exemption from federal income taxation
of interest on the Commercial Paper Notes 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 Commercial PaperNotes, the City agrees to comply with the additional requirements
to the extent necessary m the opinion of Bond Counsel, to preserve the exemption from federal
income taxation of interest on the Commercial Paper Notes under section 103 of the Code In
furtherance of such intention, the City Council hereby authorizes and directs, tomtly and severally
the Mayor the City Manager and the Director of Finance to execute any documents, certificates or
reports required by the Code, and to make such elections on behalf of the City which may be
perrmtted by the Code as are consistent with the purpose for the issuance of the Commercial Paper
Notes.
In order to facilitate compliance with the above clause (h), a 'Rebate Fund zs hereby
established by the City for the sole benefit of the United States of America, and such Fund shall not
be subject to the claim of any other person, including without limitation the Noteholders The Rebate
Fund is established for the additional purpose of compliance wrth section 148 of the Code
Section 4 07 Allocation of, and Limitation on, Expenditures for Eligible Protects. The City
covenants to account for on its books and records the expenditure of proceeds from the sale of the
Commercial Paper Notes and any investment earnings thereon to be used for Eligible Protects by
allocating proceeds to expenditures within 18 months of the later of the date that (a) the expenditure
on a Eligible Project is made or (b) each Eligible Protect is completed The foregoing
notwithstanding, the City 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 Commercial Paper Notes or
(b) the date the Commercial Paper Notes are retired, unless the City obtains an opinion of Bond
Counsel substantially to the effect that such expenditure will not adversely affect the tax-exempt
status of the Commercial Paper Notes.
Section 4 OS. Disposition of Eligible Protects. The City covenants that the property
constituting an Eligible Protect will not be sold or otherwise disposed in a transaction resulting m the
receipt by the City of cash or other compensation, unless the City obtains an opinion of Bond Counsel
substantially to the effect that such sale or other disposition will not adversely affect the tax-exempt
21
status of the Commercial Paper Notes For purposes of this Section, the portion of the property
compnsmg personal property and disposed of m the ordinary course of business shall not be treated
as a transaction resulting m the receipt of cash or other compensation.
Section 4.09 Taxable Obli_ations The provisions of Section 4 06 of this Ordinance
notwithstanding the City reserves the ability to issue Commercial Paper Notes 'm a manner such that
such obligations are not obligations described m section 103 (a) of the Code or are obligations which
constitute 'pnvate activity bonds within the meaning of section 141(b) of the Code If Commercial
PaperNotes are so issued, the Authorized Representative is authorized to designate such Commercial
PaperNotes m such a manner as to distinguish such Commercial PaperNotes from those Commercial
Paper Notes that are issued as obligations described in section 103(a) of the Code
Section 4 10. Supplemental Ordinances The City will not adopt a~ly supplemental
ordinances to this Ordinance, without the wntten consent of the Bank.
Section 4 11 Opinion of Bond Counsel. The City shall cause the legal opinion of Bond
Counsel as to the validity of the Notes and as to the exemption of interest on the Coi7_mercial Paper
Notes from federal income taxation to be furnished to any Noteholder without cost In addition, a
copy of said opinion may be printed on each of the Commercial Paper Notes In addition, in
connection with the annual updating of the Offering Memorandum (as provided m accordance with
Section 6.08 hereof) as required by the Dealer Agreement, there may be provided an annual updated
opinion of Bond Counsel, at the cost of the City or the Dealer as agreed to m the Dealer Agreement
Section 4 12. Ongoing Continuing Disclosure Covenant. To the extent required by the
provisions of Rule 15c2 12, promulgated by the I7 S Securities and Exchange Commission, the City
agrees to enter into an agreement to file financial information and operating data with respect to the
Commercial Paper Notes with such entities as are designated pursuant to the terms of said Rule 15c2
12 as nationally recognized municipal securities information repositories and the state mformatnon
depository m Texas Under the provisions of said Rule 15c2 12 as they exist on the date this
Ordinance is adopted, the City is exempted from complying with the undertaking described in the first
sentence of this Section 4 12, as the Notes are to be issued m the form of Commercial Paper Notes
ARTICLE V
EVENTS OF DEFAULT AND REMEDIES OF NOTEHOLDERS
Section 5.01 Events of Default. If one or more of the following events shall occur
(a) if default shall be made nn the due and punctual payment of any nnstallment of
principal of any Commercial Paper Note when and as the same shall become due and payable,
whether at maturity as therein expressed, by declaration or otherwise
22
(b) if the City shall fail to make due and punctual payment of any installment of
interest on any Commercial Paper Note when and as such interest installment shall become
due and payable and such failure shall continue for five (5) Business Days,
(c) if the principal of the Bank Note (and interest accrued thereon shall become
due and payable under the Bank Note and the Agreement;
(d) if default shall be made by the City m the performance or obser ~ance of any
other of the covenants, agreements or conditions on its part m this Ordm~nce or m the
Commercial Paper Notes contained, and such default shall continue for a period ~f sixty (60)
days after written notice thereof; provided, however if such default cannot be c :red within
the sixty (60) day period but corrective action to cure such default is commenced and
diligently pursued until the default is corrected no such Event of Default shall be deemed to
have occurred, or
(e) ifthere shall occur the dissolution (without a successor being named to assume
the rights and obligations) or liquidation of the City or the filing by the City of a voluntary
petition m bankruptcy or adjudication of the City as a bankrupt, or assignment by the Crty
for the benefit of its creditors, or the entry by the Crty into an agreement of composition with
its creditors, or the approval by a court of competent jurisdiction with its creditors, or the
approval by a court of competent jurisdiction of a petition applicable to the Crty m any
proceeding for its reorganization instituted under the provisions of the Bankruptcy Code, as
amended, or under any similar act m any ~unsdiction which may now be m effect or hereafter
enacted,
then such event as described above shall constitute an 'Event of Default" under this Ordinance
Section 5.02. Suits at Law or m Equity and Mandamus In case one or more Events of
Default shall occur then and m every such case the Holder of any Note at the time Outstanding shall
be entitled to proceed to protect and enforce such Holder's rights by such appropriate judicial
proceeding as such Holder shall deem most effectual to protect and enforce any such right, either by
suit inequity or by action at law whether for the specific performance of any covenant or agreement
contained in this Ordinance, or in aid of the exercise of any power granted m this Ordinance, or to
enforce any other legal or equitable right vested m the Holders of Notes by this Ordinance or the
Notes or by law The provisions of this Ordinance shall be a contract with each and every Holder of
Notes and the duties of the Crty shall be enforceable by any Noteholder by mandamus or other
appropriate suit, action or proceeding m any court of competent jurisdiction.
Section 5.03 Remedies Not Exclusive No remedy herein conferred upon or reserved to the
Holders of Notes is intended to be exclusive of any other remedy and every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing, at law or m equity or by statute or otherwise, and may be exercised at any time or from time
to time, and as often as maybe necessary by the Holder of any one or more of the Notes
23
ARTICLE VI
MISCELLANEOUS
Section 6.01. Amendments or Modifications Without Consent of Holders , of Notes This
Ordinance and the rights and obligations of the City and of the Holders of Notes mad be modified or
amended at any time by a supplemental ordinance, wrthout notice to or the consent of any
Noteholders, but only to the extent permitted bylaw and, subject to the rights a!' she holders of the
Notes, only for any one or more of the following purposes
(1) to add to the covenants and agreements of the City n this Ordinance
contained, other covenants and agreements thereafter to be observed, or to surrender any
nght or power herein reserved to or conferred upon the City
(2} to cure any ambiguity or inconsistency or to cure or correct any defective
provision contained m this Ordinance, upon receipt by the City of an approving opinion of
Bond Counsel selected by the Crty that the same is needed for such purpose, and will more
clearly express the intent of this Ordinance, or
(3) to supplement the security for the Notes, replace or provide additional credit
facilities, make such changes, modifications or amendments as may be necessary or desirable
in order to obtain the approval of this Ordinance by the Attorney General of Texas, as
required by Section 6.09 hereof, or to obtain or maintain the granting of a rating on the Notes
by a nationally recognized municipal bond rating agency or change the form of the Notes, or
to amend the definition of 'Eligible Projects to include obligations approved by the voters
of the Crty at any election held for such purpose after February 7 2004 or make such other
changes in the provnsions hereof as the Crty may deem necessary or desirable and which shall
not materially adversely affect the interests of the Holders of the Notes,
provided, however that nothing herein contained shall permit or be construed to permit the
amendment of the terms and conditions of this Ordinance or of the Commercial Paper Notes so as
to
(1) Make any change m the maturity of any of the Outstanding Commercial Paper
Notes,
(2) Reduce the rate ofinterest borne by any ofthe Outstanding Commercial Paper
Notes,
(3) Reduce the amount of the principal payable on any of the Outstanding
Commercial Paper Notes,
(4) Modnfy the terms of payment of principal of or interest on the Outstanding
Commercial Paper Notes, or impose any conditions with respect to such payment;
24
(5) Affect the rights ofthe Holders ofless than all ofth.e Outstanding Commercial
Paper Notes, or
(6) Reduce or restrict the pledge made pursuant to Section 2.11 hereof for
payment of the Commercial Paper Notes,
and provided, further that no change, modification or amendment shall be made m this Ordinance
or become valid and effective (i) without the approval of such change, modification or amendment
by the Attorney General of the State of Texas, to the extent required by the Act and (ii) without the
written consent of the Bank.
Section 6.02. Additional Actions Any Authorized Representative, the City Secretary and
the other officers ofthe City each are hereby authorized and directed, ~omtly and severally to do any
and all things and to execute and deliver any and all documents which they may deem necessary or
advisable m order to consummate the issuance, sale and delivery of the Notes and otherwise to
effectuate the purposes of this Ordinance, the Credit Agreement, the Dealer Agreement, the Offering
Memorandum and the Issuing and Paying Agent Agreement. Specifically by the adoption of this
Ordinance, the Crty Council hereby authorizes the payment of the fees and expenses incurred and to
be paid by the Crty in connection with the issuance, sale and delivery of the Notes and the execution
and delivery of the Credit Agreement, the Dealer Agreement and the Issuing and Paying Agent
Agreement.
Section 6.03 Ordinance to Constitute a Contract, Equal SecuritX In consideration of the
acceptance of the Notes, the issuance of which is authorized hereunder by those who shall hold the
same from time to time, this Ordinance shall be deemed to be and shall constitute a contract between
the Crty and the Holders from time to time of the Notes and the pledge made in this Ordinance by the
Crty and the covenants and agreements set forth m this Ordinance to be performed by the City shall
be far the equal and proportionate benefit, security and protection of all Holders of the Notes,
without preference, priority or distinction as to security or otherwise of any of the Notes authorized
hereunder over any of the others by reason of time of issuance, sale or maturity thereof or otherwise
for any cause whatsoever except as expressly provided in or permitted by this Ordinance or with
respect to the Bank Note, the Agreement.
Section 6.04 Severabihty of Invalid Provisions If any one or more of the covenants,
agreements or provisions herein contained shall be held contrary to any express provisions of law or
contrary to the policy of express law though not expressly prohibited, or against public policy or
shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall
be null and void and shall be deemed separable from the remaimng covenants, agreements or
provisions and shall m no way affect the validity of any of the other provisions hereof or of the Notes
issued hereunder
Section 6.05. Payment and Performance on Business Dam Whenever under the terms of
this Ordinance or the Commercial Paper Notes, the performance date of any provision hereof or
25
thereof, including the payment of principal of or interest on the Commercial Paper Notes, shall occur
on a day other than a Business Day then the performance thereof, including the payment of principal
of and interest on the Commercial Paper Notes, need not be made on such day but may be performed
or paid, as the case may be, on the next succeeding Business Day with the same force and effect as
if made on the date of performance or payment.
Section 6.06. Defeasance If, when all or any portion of the Commercial Paper Notes shall
have become due and payable m accordance with their terms or otherwise as provided m this
Ordinance, the entire principal and interest so due and payable upon said Commercial Paper Notes
shall be paid, or ~f at or prior to the date said Commercial Paper Notes have become due and payable,
sufficient moneys or obligations described in Chapter 1207 Texas Government Code, shall be held
m trust by the Issuing and Paying Agent and provision shall also be made for paying all other sums
payable hereunder by the Crty with respect to said Commercial PaperNotes, the pledge herein created
with respect to said Commercial Paper Notes shall thereupon cease, terminate and become discharged
and said Commercial Paper Notes shall no longer be deemed outstanding for purposes of this
Ordinance and all the provisions of this Ordinance relating to the Commercial Paper Notes, including
all covenants, agreements, hens and pledges made herein for the benefit thereof, shall be deemed duly
discharged, satisfied and released.
Section 6.07 Limitation ofBenefits with respect to the Ordinance With the exception ofthe
rights or benefits herein expressly conferred, nothing expressed or contained herein or implied from
the provisions of this Ordinance or the Notes is intended or should be construed to confer upon or
give to any person other than the City the Holders of the Notes, the Bank, the Issuing and Paying
Agent and the parties to the Dealer Agreement and the Agreement, any legal or equitable right,
remedy or claim under or by reason of or m respect to this Ordinance or any covenant, condition,
stipulation, promise, agreement or provision herein contained. This Ordinance and all of the
covenants, conditions, stipulations, promises, agreements and provisions hereof are intended to be
and shall be for and inure to the sole and exclusive benefit of the City the Holders of the Notes, the
Bank, the Issuing and Paying Agent and the parties to the Dealer Agreement and the Agreement as
herein and therein provided.
Section 6.08. Use of Offering Memorandum. The use by the Dealer of the Offering
Memorandum, prepared by the Dealer m connection with the sale of Commercial Paper Notes, and
the distribution of the Offering Memorandum by the Dealer is approved subject to the approval
thereof by an Authorized Representative Any Authorized Representative is hereby authorized to
provide to the Dealer such information as may m the reasonable~udgment ofthe Dealer be necessary
to update, on an annual basis, the Offering Memorandum.
Section 6.09 Approval of Attorney General. No Notes herein authorized to be issued shall
be sold or delivered by an Authorized Representative until the Attorney General of the State of Texas
shall have approved this Ordinance, the Agreement and other agreements and proceedings as may be
required m connection therewith, all as is required by the Act No Notes may be issued for projects
approved at any election held after February 7 2004 until the Attorney General ofthe State of Texas
26
Section 6.09 Approval of Attorney General The Authorized Representative shall submit this
Ordinance and a transcript of proceedings related thereto to the Attorney General of the State of Texas
for approval, as required by the Act. No Notes herein authorized to be issued shall be sold or delivered
by an Authorized Representative until the Attorney General of the State of Texas shall have approved this
Ordinance, the Agreement and other agreements and proceedings as may be required in connection
therewith, all as required by the Act.
Section 6.10. Preamble The preamble to this Ordinance shall be considered an integral part of
this Ordinance, and is herein incorporated as part of the body of this Ordinance for all purposes.
Section 6.11. Amendment and Restatement. The Commercial Paper Ordinance is hereby
amended, restated, superseded and replaced in its entirety bythis Ordinance. All actions heretofore taken
with respect to the Notes are hereby confirmed.
Section 6.12. Immediate Effect. This Ordinance shall be effecfive immediately from and after its
passage in accordance with the provisions of Section 1201 028, Texas Government Code.
Section 6.13. Open Meeting. It is hereby officially found and determined that the meeting at
wluchthis Ordinance was passed was open to the public, and public notice ofthe time, place and purpose
of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended.
PASSED AND APPROVED the 30th da~c.Qf March, 2004
ATTEST
Actin City Secretary City of Fort Worth, Texas
of Fort Worali, Texas
APP VED AS TO FORM AND LEGALITY
~L~~G~~ SEAL
~ )
City Attorney City of Fo orth
28
EXHIBIT A
Form of Commercial Paper Note
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF FORT WORTH, TEXAS
GENERAL PURPOSE
COMMERCIAL PAPER NOTE,
SERIES B
No
Principal Amount
Interest to Maturity
Due at Maturity
Owner
Note Date
Maturity Date
Number of Days
Interest Rate (%)
The City of Fort Worth. (the City"), m Tarrant and Denton Counties, State of Texas, FOR
VALUE RECEIVED hereby promises to pay solely from the sources hereinafter identified and as
hereinafter stated, to the order of the party specified above on the maturity date specified above, the
principal sum specified above and to .pay interest, if any on said principal amount at said maturity
date, from the above specified note date to said maturity date at the per annum interest rate shown
above (computed on the basis of actual days elapsed and a 365-day or 366-day year as applicable)
both principal and interest on this Note being payable m lawful money of the United States of
America at the designated corporate trust office of the Issuing and Paying Agent executing the
Certificate of Authentication endorsed hereon and appearing below or its successor No interest
will accrue on the principal amount hereof after said maturity date The interest rate borne by this
Note shall not exceed the Maximum Interest Rate (as defined in the hereinafter defined Ordinance)
This Note is one of an issue of commercial paper notes (the Commercial Paper Notes )
which, together with the below referenced Bank Note, has been duly authorized and issued in
accordance with the provisions of an ordinance (the Ordinance') passed by the City Council of the
City for the purpose of financing Project Costs of Eligible Projects (as defined in the Ordinance) to
refund obligations issued in connection with an Eligible Project, and to refinance, renew or refund
Notes (as defined in the Ordinance) including interest thereon, m accordance with the provisions of
the Ordinance, all in accordance and in strict conformity with the provisions of Chapter 1371 Texas
Government Code, as amended (the Act')
The principal of this Commercial Paper Note, together with the principal of the other
Commercial Paper Notes, is payable from and equally secured by a lien on and pledge of (i) the
proceeds from (a) the sale of other Commercial Paper Notes issued for such purpose and (b) the sale
of a series or issue of Bonds (as defined m the Ordinance) to be issued by the City pursuant to the
Elective Authority (as defined in the Ordinance) for such purpose, (ii) advances under and pursuant
to the Credit Agreement between the City and the Bank (as defined in the Ordinance) pursuant to
which the Bank has agreed to provide credit to the City under the terms and conditions set forth
therein, which advances are to be evidenced by a Bank Note (as defined in .said Credit Agreement),
and (iii) amounts m certain funds established pursuant to the Ordinance In addition, the interest on
the Commercial Paper Notes shall be payable from and equally secured by a lien on and pledge of the
Available Tax Revenues (as defined m the Ordinance)
This Commercial Paper Note, together with the other Commercial Paper Notes, ~s payable
solely from the sources hereinabove identified securing the payment thereof, and the Commercial
Paper Notes do not constitute a legal or equitable pledge, charge, lien or encumbrance upon any other
property of the City
It is hereby certified and recited that all acts, conditions and things required bylaw and the
Ordinance to exist, to have happened and to have been performed precedent to and m the issuance
of this Commercial Paper Note, do exist, have happened and have been performed in regular and m
due time, form and manner as required by law and that the issuance of this Commercial Paper Note,
together with all other Commercial Paper Notes, is not in excess of the principal amount of
Commercial Paper Notes permitted to be issued under the Ordinance, 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 the interest on this Commercial Paper Note, together with
the other Commercial Paper Notes, and that the total indebtedness of said City ofFort Worth, Texas,
does not exceed any constitutional, statutory or charter limitation.
This Commercial Paper Note has all the qualities and incidents of a negotiable instrument
under the laws of the State of Texas
This Commercial Paper Note shall not be entitled to any benefit under the Ordinance or be
valid or become obligatory for any purpose until this Commercial Paper Note shall have been
authenticated by the execution by the Issuing and Paying Agent of the Certificate of Authentication
hereon.
IN TESTIMONY WHEREOF the City Council has caused the seal of the City to be duly
impressed or placed m facsimile hereon, and this Note to be signed with the imprinted facsimile
signature of the Mayor attested by the facsimile signature of the City Secretary and approved as to
form and legality by the facsimile signature of the City Attorney
xxxxx~o~x
City Secretary
City of Fort Worth
xxxxxxxx
Mayor
City of Fort Worth
APPROVED AS TO FORM AND LEGALITY
xxxxxxxx
City Attorney City of Fort Worth
(SEAL)
ISSUING AND PAYING AGENT'S
CERTIFICATE OF AUTHENTICATION
This Commercial Paper Note is one of the Commercial Paper Notes delivered pursuant to the
witlim mentioned Ordinance
U S BANK TRUST NATIONAL ASSOCIATION
as Issuing and Paying Agent
By•
Authorized Signatory
SCHEDULEI
DATE OF AMOUNT AMOUNT
ELECTION AUTHORIZED PURPOSE PREVIOUSLY SOLD
February 7 2009 232 900 000 nd age Improvements 0-
ebruary 7 200 21 615 000 rk Improvement 0-
ebruary 200 4 90 000 ibrary Improvement 0-
ebruary 7 2009 12 635 000 Fi f y Improvements -0-
ebruary 2 09 1 195 0 el Improvement 0-
February 2009 665,000 Publ Health F Improvement 0-
$ 2 3 500 000 0-
THE STATE OF TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH
I, Sylvia Glover, Acting CrtySecretaryofthe CrtyofFort Worth, mthe State of Texas, do hereby
certify that I have compared the attached and foregoing excerpt from the minutes of the regular, open,
public meeting of the City Council of the Crty of Fort Worth, Texas held on March 30, 2004 and of
Ordmance No. ~:/~~ which was duly passed at said meeting, and that said copy rs a true and correct
copy of said excerpt and the whole of said ordinance. Said meeting was open to the public, and public
notice of the time, place, and purpose of said meeting was given, all as required by Chapter 551 Texas
Government Code, as amended.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said Crty of Fort
Worth, this 30th day of March, 2004
R~~~
~^ «.,.~
(SEAL) ~''
~.~, ' ''
-- . ~" y:
ir„_ ~ .,~
Ac ' City Secretary of the
City of Fort Worth, Texas
32
THE STATE OF TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH
Onthe 30thdayofMarch, 2004 the CrtyCouncil ofthe CrtyofFort Worth, Texas, metmregular,
open, public meeting in the City Council Chamber in the City Hall with the following members present, to-
wit:
Mike Moncrief, Mayor
Jim Lane,
Chuck Silcox,
Becky Haskin,
Frank Moss,
Clyde Picht, Councilmembers,
John Stevenson,
Ralph McCloud,
Wendy Davis,
Gary Jackson, City Manager,
David Yett, City Attorney
Sylvia Glover Acting City Secretary
Jim Keyes, Director of Finance
thus constituting more than a quorum present; and after the City Council had transacted certain business,
the following business was transacted, to-wit:
Councilmember ~ introduced an ordinance and moved its passage. The motion was
seconded by Councilmember ~~~~ The Ordinance was read by the Acting City Secretary The
motion, carrying with it the passage of the ordinance prevailed by a vote of YEAS, ~l NAYS The
ordinance as passed is as follows:
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION Approved on 3/30/2004 Ordinance No 15934 and 15935
DATE. Tuesday March 30 2004
LOG NAME. 13NOTES REFERENCE NO *C-20014
SUBJECT
An Ordinance Approving and Authorizing the Issuance of Commercial Paper Notes in an Aggregate
Principal Amount at Any One Time Outstanding Not to Exceed $125 000 000 00 to Provide Interim
Financing to Pay Project Costs for Eligible Projects Approved- by the Voters at Bond Elections Held
by the City and to Refund Obligations Issued in Connection with an Eligible Project; Approving and
Authorizing Certain Authorized Officers and Employees to Act on Behalf of the City in the Selling
and Delivery of Such Short Term Obligations Providing for the Levy Assessment and Collection of
a Tax Sufficient to Pay the Interest on Commercial Paper Notes and a Bank Note and to Create a
Sinking Fund for the Redemption of a Bank Note and Resolving Other Matters Incident and Related
to the Issuance Sale Security and Delivery of Commercial Paper Notes
RECOMMENDATION
It is recommended that the City Council:
1 Adopt the attached ordinance approving and authorizing the issuance of General Obligation
Commercial Paper Notes in an amount not to exceed $125 000 000 00 to provide interim fnancing for the
construction of eligible projects and
2. Adopt the attached appropriation ordinance appropriating $125 000 000 00 to a 'Commercial Paper
G.O Construction. Fund"
DISCUSSION
Approval of this M&C will make available $125 000 000 00 in appropriation authority for eligible projects
authorized by the February 7 2004 bond election It will further authorize the issuance of commercial paper
notes to provide interim construction financing for those projects.
The City's financial advisors and the City staff are recommending that J P Morgan Securities Inc. be
retained to market any notes that may be issued DEPFA, an Irish bank with the highest short-term credit
ratings available has been selected to provide the liquidity facility and U S Bank Trust National
Association will be utilized as the Issuing/Paying Agent.
FISCAL INFORMATION/CERTIFICATION
The Director of the Department of Finance certifies that upon adoption of the attached ordinances funds
will be available in the current capital budgets, as appropriated
Logname 13NOTES Page 1 of 2
TO Fund/Account/Centers
FROM Fund/AccountlCenters
Submitted for Cites Mana..ger's Office b~ Charles Boswell (8511)
Originating Department Head. Jim Keyes (8517)
Additional Information Contact: Jim Keyes (8517)
Logname: 13NOTES Page 2 of 2