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HomeMy WebLinkAboutOrdinance 16140ORDINANCE NO ~' AN ORDINANCE PROVIDING FOR THE ISSUANCE THE GENERAL PURPOSE REFUNDING BONDS, SERIES 2004 OF THE CITY OF FORT WORTH, TEXAS, IN THE AGGREGATE PRINCIPAL AMOUNT OF $46;230 000• APPROVING THE EXECUTION OF A BOND PURCHASE AGREEMENT AND AN ESCROW AGREEMENT AND ALL OTHER INSTRUMENTS RELATED THERETO REPEALING ALL ORDINANCES IN CONFLICT HEREWITH, AND PROVIDING THAT THIS ORDINANCE SHALL BE IN FORCE AND EFFECT FROM AND AFTER THE DATE OF ITS PASSAGE. WHEREAS, the City of Fort Worth (the City or the 'Issuer') desires to refund those obligations described in Schedule I attached to this Ordinance (the 'Refunded Obligations ') to achieve a debt service savings with respect to the Refunded Obligations, and WHEREAS, the bonds hereinafter authorized to refund the Refunded Obligations are to be issued and delivered pursuant to the laws of the State of Texas, including specifically Chapter 1207 Texas Government Code. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS. 1 That the bond or bonds of the City to be called General Purpose Refunding Bonds, Serves 2004 (the 'Bonds or the Series 2004 Bonds ') shall be issued under and by virtue of the Constitution and laws of the State of Texas, including specifically Chapter 1207 Texas Government Code, and the Charter of the City in the aggregate principal amount of $46,230 000) for the purpose of (i) refunding the Refunded Obhgatlons, and (ii) paying the costs ofissuance associatedwith the issuance of the Series 2004 Bonds. 2 That the Series 2004 Bonds shall be dated October 1 2004 shall be in the denomination of $5,000 each, or any integral multiple thereof, shall be numbered consecutively from R 1 upward, and shall mature on the maturity date, in each of the years, and in the amounts, respectively as set forth in the following schedule: MATURITY DATE. MARCH 1 YEARS AMOUNTS ($~ YEARS AMOUNTS ($1 .2005 560 000 2013 4,310 000 2006 2014 4,340 000 2007 2015 4,370,000 2008 1,355,000 2016 4 410 000 2009 2,690 000 2017 3,065,000 2010 4,215,000 2018 2,360 000 2011 4,245,000 2019 2,400,000 2012 4,280 000 2020 2,445,000 2021 1 185,000 3 (a) That the City reserves the right to redeem the Series 2004 Bonds maturing on or after March 1, 2015, in whole or m part, on September 1, 2014 or on any date thereafter, for the principal amount thereof plus accrued interest thereon to the date fixed for redemption. The years of maturity of the Series 2004 Bonds called for redemption at the option of the City prior to stated maturity shall be selected by the City The Series 2004 Bonds or port7ons thereof redeemed within a maturity shall be selected by lot or other method by the Paying Agent/Registrar (hereinafter defined) provcded, that during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Series 2004 Bonds, if fewer than all of the Series 2004 Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Series 2004 Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository (b) The Bonds are not subject to mandatory sinking fund redemption prior to their scheduled maturiries (c) At least 30 days prior to the date fixed for any such redemption the City shall cause (i) a written notice of such redemption to be deposited in the United States mail, first-class postage prepaid, 2 addressed to each such registered owner at his address shown on the Registration Books (hereinafter defined} of the Paying Agent/Registrar and (ii) notice of such redemption either to be published one (1) time in or posted electronically on the website of a financial journal or publication of general circulation in the United States of America or the State of Texas carrying as a regular feature notices of municipal bonds called for redemption, proz~ded however that the failure to send, mail, or receive such notice described in (i) above, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Series 2004 Bond, and it is hereby specifically provided that the provision of notice described iri (ii) above shall be the only notice actually required in connection with or as a prerequisite to the redemption of any Series 2004 Bonds. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Series 2004 Bonds or the portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, the Series 2004 Bonds or the pornons thereofwhich are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, and shall not bear interest after the date fixed for their redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of the Series 2004 Bonds or any portion thereof. If a portion of any Series 2004 Bond shall be redeemed a substitute Series 2004 Bond or Series 2004 Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5 000 at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the City all as provided in this Ordinance. In addition to the foregoing, the City shall cause 3- ~+; the Paying Agent/Registrar to give notice of any such redemption in the manner set forth in Section 5(h) hereof. The failure to cause such notice to be given, however, or any defect therein, shall not affect the validity or effectiveness of such redemption. 4 That the Series 2004 Bonds scheduled to mature dunng the years, respectively set forth below shall bear interest at the following rates per annum. maturities 2005, 3 000% maturities 2008, 3 000% maturities 2009 4 000% maturities 2010, 5.000% maturities 2011, 5.000% maturiries 2012, 5 000% maturities 2013, 5 000% maturities 2014 5 000% maturities 2015, 5 000% maturities 2016, 5 000% maturities 2017 5.000% maturities 2018, 5 000% maturities 2019 5.000% maturities 2020 5 000% maturities 2021, 5 000% Said interest shall be payable to the registered owner of any such Series 2004 Bond in the manner provided and on the dates stated in the FORM OF BOND 5 (a) That the City shall keep or cause to be kept at the designated corporate trust office in Minneapolis, Minnesota (the 'Designated Trust Office') of Wells Fargo Bank, N.A. (the 'Paying Agent/Registrar') or such other bank, trust company financial institution, or other agency named m accordance with the provisions of (g) below books or records of the registration and transfer of the Series 2004 Bonds (the 'Registration Books ') and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such transfers and registra- tions under such reasonable regulations as the City and the Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the duty of the Paying Agent/Registrar to obtain from the registered owner and record in the Regis- tration Books the address of such registered owner to which payments with respect to the Series 2004 Bonds shall be mailed, as herein provided. The City or rts designee shall have the nght to inspect the -4- Registration Books during regular business hours of the Papirig Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required bylaw shall not permit their inspection by any other entity Registration of each Series 2004 Bond may be transferred in the Registration Books only upon presentation and surrender of such bond to the Paying Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of such bond, or any portion thereof in any integral multiple of $5,000 to the assignee or assignees thereof, and the nght of such assignee or assignees to have such bond or any such portion thereof registered in the name of such assignee or assignees Upon the assignment and transfer of any Series 2004 Bond or any portion thereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herein provided. (b) The entity in whose name any Series 2004 Bond shall be registered in the Registration Books at any time shall. be treated as the absolute owner thereof for all purposes of this Ordinance, whether or not such bond shall be overdue, and the City and the Paying Agent/Registrar shall not be affected by any notice to the contrary and payment of, or on account of, the principal of, premium, if any and interest on any such bond shall be made only to such registered owner All such payments shall be valid and effectual to satisfy and discharge the habihty upon such bond to the extent of the sum or sums so paid. (c) The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Series 2004 Bonds, and to act as its agent to exchange or replace Series 2004 Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Series 2004 Bonds, and of all exchanges thereof, and all replacements thereof, as provided in this Ordinance. 5- (d) Each Series 2004 Bond may be exchanged for fully registered bonds in the manner set forth herein. Each Series 2004 Bond issued and delivered pursuant to this Ordinance, to the extent of the unredeemed principal amount thereof, may upon surrender thereof at the Designated Trust Office of the Paying Agent/Registrar, together with a written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons, in the form prescribed in the FORM OF BOND in any Authorized Denomination (subject to the requirement hereinafter stated that each substitute bond shall have a single stated maturity date) as requested in writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unredeemed principal amount of any Series 2004 Bond or Series 2004 Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assign ees, as the case may be. If a pornon of any Series 2004 Bond shall be redeemed prior to its scheduled maturity as provided herein, a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in any Authorized Denomination at the request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation. If any Series 2004 Bond or pornon thereof is assigned and transferred, each substitute bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the Series 2004 Bond for which it is being exchanged. Each substitute bond shall bear a letter and/or number to dist7nguish it from each other Series 2004 Bond. The Paying Agent/Registrar shall exchange or replace Series 2004 Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or replacement of any Series 2004 Bond or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Series 2004 Bonds for all purposes of this Ordinance, and may again be exchanged or replaced. It is -6- specifically provided, however, that any Series 2004 Bond delivered in exchange for or replacement of another Serves 2004 Bond prior to the first scheduled interest payment date on the Series 2004 Bonds (as stated on the face thereo~ shall be dated the same date as such Series 2004 Bond, but each subsritute bond so delivered on or after such first scheduled interest payment date shall be dated as of the interest payment date preceding the date on which such substitute bond is delivered, unless such substitute bond is delivered on an interest payment date, in which case it shall be dated as of such date of delivery provided, however that if at the time of delivery of any substitute bond the interest on the Series 2004 Bond for which rt is being exchanged has not been paid, then such substitute bond shall be dated as of the date to which such interest has been paid in full. On each substitute bond issued in exchange for or replacement of any Serves 2004 Bond or Serves 2004 Bonds issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar s Authentication Cernficate, in the form hereinafter set forth m the FORM OF BOND (the Authentication Cernficate') An authorized representative of the PayingAgent/Registrar shall, before the delivery of any such substitute bond, date such substitute bond in the manner set forth above, and manually sign and date the Authentication Certificate, and no such substitute bond shall be deemed to be issued or outstanding unless the Authentication Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Series 2004 Bonds surrendered for exchange or replacement. No additional ordinances, orders, or resolut7ons need be passed or adopted by the City Council or any other body or person so as to accomplish the foregoing exchange or replacement of any Series 2004 Bond or pornon hereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute bonds in the manner prescribed herein. Pursuant to Chapter 1206, Texas Government Code, the duty of exchange or replacement of any Series 2004 Bond as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Authentication Certificate, the exchanged or replaced bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Series 2004 Bonds which originally were delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts Neither the City nor the Paying Agent/Registrar shall be required (1) to issue, transfer, or exchange any bond during a period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption of bonds and ending at the close of business on the dap of such mailing, or (2) to transfer or exchange any bond so selected for redemption in whole when such redemption is scheduled to occur within 30 calendar days. (e) All Series 2004 Bonds issued in exchange or replacement of any other Series 2004 Bond or portion thereof (i) shall be issued m fully registered form, without interest coupons, with the principal of and interest on such Series 2004 Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) maybe transferred and assigned, (iv) may be ex changed for other Series 2004 Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Series 2004 Bonds shall be payable, all as provided, and in the manner required or indicated, in the FORM OF BOND (fj The City shall pay the Paying Agent/Registrar s reasonable and customary fees and charges for making transfers of Series 2004 Bonds, but the registered owner of any Series 2004 Bond requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto The registered owner of any Series 2004 Bond requesting any exchange shall pay the Paying Agent/Registrar s reasonable and standard or customary fees and charges for exchangingany such bond or portion thereof, together with any taxes or governmental charges required to be paid with respect thereto all as a condition precedent to the exercise of such privilege of exchange, except, however, that in the case of the exchange of an assigned and transferred bond or bonds or any portion or pornons thereof in any integral multiple of $5,000 and in the case of the exchange of the unredeemed portion of a Series 2004 Bond which has been redeemed in part prior to maturity as provided in this -s- Ordinance, such fees and charges will be paid by the City In addition, the City hereby covenants with the registered owners of the Series 2004 Bonds that rt will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on the Serves 2004 Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer or registration of Serves 2004 Bonds solely to the extent above provided, and with respect to the exchange of Series 2004 Bonds solely to the extent above provided. (g) The City covenants with the registered owners of the Series 2004 Bonds that at all times while the Series 2004 Bonds are outstanding the City will provide a competent and legally qualified bank, trust company financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Series 2004 Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity The City reserves the right to and may at its option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified national or state banking institution which shall be a corporation organized and doing business under the. laws of the United States of .America or of any state, authorized under such laws to exercise trust powers, subject to supervision or examination by federal or state authority and whose qualifications substantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof) alongwith all other pertinent books and records relating to the Series 2004 Bonds, to the new Paying Agent/Registrar designated and appointed by the City Upon any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be 9- sent by the new Paying Agent/Registrar to each registered owner of the Series 2004 Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a cernfied copy of this Ordinance shall be delivered to each Paying Agent/Registrar (h) (i) In addition to the manner of providing notice of redemption of Series 2004 Bonds as set forth m this Ordinance, the Paying Agent/Registrar shall give notice of redemption of Series 2004 Bonds by United States mail, first-class postage prepaid,. at least thirty (30) days prior to a redemption date to each NRMSIR (as defined in Section 13 hereo~ and the SID (as defined in Section 13 hereo~ In addition, in the event of a redemption caused by an advance refunding of the Series 2004 Bonds, the Paying Agent/Registrar shall send a second notice of redemption to the persons specified in the immediately preceding sentence at least thirty (30) days but not more than ninety (90) days prior to the actual redemption date. Any notice sent to the NRMSIRs or the SID shall be sent so that they are received at least two (2) days prior to the general mailing or publication date of such notice. The Paying Agent/Registrar shall also send a notice of redemption to the owner of any Series 2004 Bond who has not sent the Series 2004 Bonds in for redemption sixty (60) days after the redemption date. (ii) Each redemption notice, whether required m the FORM OF BOND or otherwise by this Ordinance, shall contain a description of the Series 2004 Bonds to be redeemed, including the complete name of the Series 2004 Bonds, the series, the date of issue, the interest rate, the maturity date, the CUSIP number, if any the amounts called for redemption, the publication and mailing date for the notice, the date of redemption, the redemption price, the name of the Paying Agent/Registrar and the address at which the Series 2004 Bond may be redeemed, including a contact person and telephone number io- (iii) All redemption payments made by the PayingAgent/Registrar to the registered owners of the Series 2004 Bonds shall include CUSIP numbers relating to each amount paid to such registered owner 6. That the form of all Series 2004 Bonds, including the form of the Comptroller s Registration Certificate to accompany the Series 2004 Bonds on the initial delivery thereof, the form of the Authentication Certificate, and the Form of Assignment to be punted on each of the Series 2004 Bonds, shall be, respectively substantially as set forth in Exhibit A to this Ordinance, with such appropriate vanat7ons, omissions, or insertions as are permitted or required by this Ordinance and the Bond Purchase Agreement. 7 (a) That a special fund or account, to be designated the City of Fort Worth, Texas General Purpose RefundingBonds Series 2004 Interest and Redemption Fund (the Interest and Redemption Fund') is hereby created and shall be established and maintained by the City The Interest and Redemption Fund shall be kept separate and apart from all other funds and accounts of the City and shall be used only for paying the interest on and principal of the Series 2004 Bonds. All taxes levied and collected for and on account of the Series 2004 Bonds shall be deposited, as collected, to the credit of the Interest and Redemption Fund. During each year while any of the Serves 2004 Bonds is outstanding and unpaid, the City Council of the City shall compute and ascertain the rate and amount of ad valorem tax, based on the latest approved tax rolls of the City with full allowances being made for tax delinquencies and costs of tax collections, which will be sufficient to raise and produce the money required to pay the interest on the Series 2004 Bonds as such interest comes due, and to provide a sinking fund to pay the principal (including mandatory sinking fund redemption payments, if any) of the Series 2004 Bonds as such principal matures, but never less than 2% of the outstanding principal amount of the Series 2004 Bonds as a sinking fund each year Said rate and amount of ad valorem tax is hereby ordered to be levied and is hereby levied against all taxable property in the City for each year 11 while any of the Series 2004 Bonds is outstanding and unpaid, and saad ad valorem tax shall be assessed and collected each such year and deposited to the credit of the Interest and Redemption Fund. Said ad valorem taxes necessary to pay the interest on and principal of the Serves 2004 Bonds, as such interest comes due, and such principal matures or comes due through operation of the mandatory sinking fund redemption, if any as provided m the FORM OF BOND are hereby pledged for such purpose, within the limit prescribed bylaw There is hereby appropriated from the City s general fund moneys sufficient to pay debt service on the Series 2004 Bonds due and payable on March 1 2005 (b) Chapter 1208, Texas Government Code, applies to the issuance of the Series 2004 Bonds and the pledge of ad valorem taxes made under Section 7(a) of this Ordinance, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Serves 2004 Bonds are outstanding and unpaid such that the pledge of ad valorem taxes made by the City under Section 7(a) of this Ordinance is to be subject to the filing requirements of Chapter 9 Texas Business & Commerce Code, then in order to preserve to the registered owners of the Series 2004 Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as rt determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9 Texas Business & Commerce Code and enable a filing to perfect the security interest in sand pledge to occur 8. (a) That in the event any outstanding Series 2004 Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be panted, executed, and delivered, a new bond of the same pancipal amount, matuaty and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Series 2004 Bond, in replacement for such Series 2004 Bond in the manner hereinafter pro- vided. (b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Series 2004 Bonds shall be made to the Paying AgentjRegistrar In every case of loss, theft, or destruction of a 12 Series 2004 Bond, the applicant for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as maybe required by them to save each of them harmless from any loss or damage with respect thereto Also in every case of loss, theft, or destruction of a Series 2004 Bond, the applicant shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Series 2004 Bond, as the case maybe. In every case of damage or mutilation of a Series 2004 Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Series 2004 Bond so damaged or mutilated. (c) Notwithstanding the foregoing provisions of this Section, in the event any such Series 2004 Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any or interest on the Series 2004 Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Series 2004 Bond) instead of issuing a replacement Series 2004 Bond, provided security or indemnity is fur niched as above provided in this Section. (d) Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the owner of such Series 2004 Bond with all legal, punting, and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Series 2004 Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Series 2004 Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Series 2004 Bonds duly issued under this Ordinance. (e) In accordance with Chapter 1206, Texas Government Code, this Section of this Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the City or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, subject to the 13- conditions imposed by this Section 8 of this Ordinance, and the Paying Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with the effect, as provided in Section 5(d) of this Ordinance for Series 2004 Bonds issued in exchange for other Series 2004 Bonds. 9 That the Mayor, the Interim City Manager, any Assistant City Manager, the City Secretary or the Director of Finance of the City and all other officers, employees, and agents of the City and each of them, shall be and they are hereby expressly authorized, empowered, and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge, and deliver in the name and under the seal and on behalf of the City all such instruments, whether or not herein mentioned, as maybe necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Series 2004 Bonds, the Bond Purchase Agreement, the offering documents prepared in connection with the sale of the Serves 2004 Bonds, the refunding of the Refunded Obligations, or the Escrow Agreement described in Section 17 hereof In case any officer whose signature appears on any Series 2004 Bond shall cease to be such officer before the delivery of such Series 2004 Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if he or she had remained in office until such delivery The Interim City Manager of the City or the designee thereof is hereby authorized to have control of the Series 2004 Bonds and all necessary records and proceedings pertaining to the Series 2004 Bonds pending their delivery and their investigation, examination and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Serves 2004 Bonds, said Comptroller of Public Accounts (or a deputy designated in wntxng to act for said Comptroller) shall manually sign the Comptroller s Registrarion Certificate accompanyingthe Series 2004 Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on each such certificate. 10 (a) That rt is hereby found and determined to be in the best interests of the City for the Series 2004 Bonds to be issued under this Ordinance to be sold through a negotiated sale pursuant to 14- ~ex~te. the procedures set forth herein. The sale of the Series 2004 Bonds to Morgan Stanley & Co Incorporated, as senior managing underwater for a syndicate of investment banking firms (the Underwriters') fisted in the 'Bond Purchase Agreement between the City and the Underwaters, is hereby authorized. The Bond Purchase Agreement, which shall set forth the terms of the sale of the Sexes 2004 Bonds to the Underwaters, in substantially the form attached to this Ordinance as Exhibit B is hereby accepted, approved and authorized to be delivered in executed form to the Underwriters The Inteam City Manager, acting for and on behalf of the City is authorized to enter into and carry out the Bond Purchase Agreement with the Underwriters The Series 2004 Bonds shall be sold to the Underwriters at such price, and subject to such terms and conditions as set forth in the Bond Purchase Agreement. (b) The Interim City Manager and the Director of Finance are authoazed and directed to provide for and oversee the preparation of a preliminary and final official statement in connection with the issuance of the Series 2004 Bonds, and to approve such preliminary and final official statement and deem such preliminary official statement final in compliance with the Rule (as defined in Section 13 hereo~ and to provide rt to the Underwriters of the Sexes 2004 Bonds in compliance with the Rule. 11 That the Issuer covenants to take any action to assure, or refrain from any action which would adversely affect, the treatment of the Series 2004 Bonds as obligations described in section 103 of the Internal Revenue Code of 1986 (the Code') the interest on which is not includable in the gross income of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows. (a) to take any action to assure that no more than 10 percent of the proceeds of the Series 2004 Bonds or the projects refinanced therewith (less amounts deposited to a reserve fund, if any) are used for any private business use as defined in section 141(b) (6) of the Code or, if more than 10 percent of the proceeds are so used, that amounts, whether or not received 15- by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly secure or provide for the payment of more than 10 percent of the debt service on the Series 2004 Bonds, in contra- vention of section 141(b) (2) of the Code; (b) to take any action to assure that in the event that the private business use described in subsection (a) hereof exceeds 5 percent of the proceeds of the Series 2004 Bonds or the protects refinanced therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used fora private business use which is related and not disproportionate within the meaning of section 141 (b) (3) of the Code, to the governmental use; (c) to take any action to assure that no amount which is greater than the lesser of $5 000 000 or 5 percent of the proceeds of the Series 2004 Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (d) to refrain from taking any action which would otherwise result in the Series 2004 Bonds being treated as private activity bonds within the meaning of section 141(b) of the Code; (e) to refrain from taking any action that would result in the Series 2004 Bonds being federally guaranteed within the meaning of section 149(b) of the Code; (~ to refrain from using any portion of the proceeds of the Series 2004 Bonds, directly or indirectly to acquire or to replace funds which were used, directly or indirectly to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Series 2004 Bonds, other than investment property 16- ~ 7. acquired with (1) proceeds of the Series 2004 Bonds invested for a reasonable temporary period of 30 days or less, in the case of advance refunding bonds, or for a period of 90 days or less, in the case of current refunding bonds, until such proceeds are needed for the purpose for which the Series 2004 Bonds are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of section 1 148-1(b) of the Treasury Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Series 2004 Bonds, (~ to otherwise restrict the use of the proceeds of the Series 2004 Borids or amounts treated as proceeds of the Series 2004 Bonds, as maybe necessary so that the Series 2004 Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings) and (h) to pay to the United States of America at least once during each five year penod (beginning on the date of delivery of the Serves 2004 Bonds) an amount that is at least equal to 90 percent of the 'Excess Earnings within the meaning of section 1480 of the Code and to 1 pay to the United States of .America, not later than 60 days after the Series 2004 Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 1480 of the Code. For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term proceeds includes disposition proceeds as defined in the Treasury Regulations and, in the case of a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended prior 1~ to the date of the issuance of the Series 2004 Bonds It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto In the event that regulations or rulings axe hereafter promulgated which modify or expand provisions of the Code, as applicable to the Series 2004 Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply m the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Serves 2004 Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Serves 2004 Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary in the opinion of nationally-recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Series 2004 Bonds under section 103 of the Code. In furtherance of the foregoing, the Mayor, the Interim City Manager, any Assistant City Manager, and the Director of Finance may execute any cernficates or other reports required by the Code and to make such elections, on behalf of the City which may be permitted by the Code as are consistent with the purpose for the issuance of the Serves 2004 Bonds. In order to facilitate compliance with the above clause (h), a 'Rebate Fund is hereby established by the City for the sole benefit ofthe United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the registered owners of the Series 2004 Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. 12. That the Issuer covenants that the property financed with the proceeds of the Refunded Obligations will not be sold or otherwise disposed in a transaction resulting m the receipt by the Issuer is- of cash or other compensation, unless the Issuer obtains an opinion of nationally recognized bond counsel substantially to the effect that such sale or other disposition will not adversely affect the tax exempt status of the Series 2004 Bonds or the Refunded Obligations. For purposes of this Section, the portion of the property comprising personal property and disposed of in the ordinary course of business shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of this Section, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion of nationally recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. 13 (a) D~nat~on.r That as used in this Section, the following terms have the meanings ascribed to such terms below MSRB" means the Municipal Securities Rulemaking Board. NRMSIR means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. Mule means SEC Rule 15c2 12, as amended from time to time. SEC' means the United States Securities and Exchange Commission. SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. (b) Annual Beportr (i) The City shall provide annually to each NRMSIR and any SID within six months after the end of each fiscal year ending in or after 2004 financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 10 of this Ordinance, being the information described in Exhibit C hereto Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit C hereto or such other accounting principles as the City may be required to 19- ~~~= employ from time to time pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall provide unaudited financial statements by the required time, and shall provide audited financial statements for the applicable fiscal year to each NRMSIR and any SID when and if the audit report on such statements becomes available. (ii) If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section maybe set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (c) Material EventNotace.r The City shall notify any SID and either each NRMSIR or the MSRB in a timely manner, of any of the following events with respect to the Series 2004 Bonds, if such event is material within the meaning of the federal securities laws 1 Principal and interest payment delinquencies, 2. Non-payment related defaults, 3 Unscheduled draws on debt service reserves reflecting financial difficulties, 4 Unscheduled draws on credit enhancements reflecting financial difficulties, 5 Substitution of credit or liquidity providers, or their failure to perform, 6. Adverse tax opinions or events affecting the tax-exempt status of the Series 2004 Bonds, 7 Modifications to rights of holders of the Series 2004 Bonds, 8. Series 2004 Bond calls, 9 Defeasances, 10 Release, substitution, or sale of property securing repayment of the Series 2004 Bonds, and 11 Rating changes The City shall notify any SID and either each NRMSIR or the MSRB in a timely manner, of any failure ao- by the City to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such subsection. (d) L.zmatatzons Disclaimers, and Amendments (i) The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an obligated person with respect to the Series 2004 Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes any Serves 2004 Bond no longer to be outstanding (ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Series 2004 Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which rt has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that maybe relevant or material to a complete presentation of the City s financial results, condition, or prospects or to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Series 2004 Bonds at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THECITYBELIABLETOTHEHOLDER OR BENEFICIAL OWNER OF ANY SERIES 2004 BOND OR ANY OTHER PERSON IN CONTRACT OR TORT FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART OF ANY COVENANT SPECIFIED IN THIS SECTION BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON IN CONTRACT OR TORT FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC 21 PERFORMANCE. (iv) No default by the City in observing or performing rts obligations under this Section shall comprise a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws (v) The provisions of this Section maybe amended by the City from time to time to adapt to changed circumstances that arse from a change in legal requirements, a change in law or a change in the identity nature, status, or type of operations of the City but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Series 2004 Bonds in the primary offering of the Series 2004 Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the holders of a maJority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Series 2004 Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interest of the holders and beneficial owners of the Series 2004 Bonds. If the City so amends the provisions of this Section, rt shall include with any amended financial information or operating data next provided in accordance with subsection (b) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. The City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final Jurisdiction enters Judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Series 2004 Bonds in the primary offering of the Serves 2004 Bonds 14 That the Series 2004 Bonds initially shall be issued and delivered in such manner that 22 no physical distribution of the Series 2004 Bonds will be made to the public, and The Depository Trust Company ("DTC") New York, New York, initially will act as depository for the Series 2004 Bonds DTC has represented that rt is a limited purpose trust company incorporated under the laws of the State of New York, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered under Section 17A of the Securities Exchange Act of 1934 as amended, and the City accepts, but in noway verifies, such representations. The definitive Series 2004 Bonds delivered to the Underwriters shall be registered in the name of CEDE & CO the nominee of DTC. It is expected that DTC will hold the Series 2004 Bonds on behalf of the Underwriters and their participants So long as each Series 2004 Bond is registered in the name of CEDE & CO the Paying Agent/Registrar shall treat and deal with DTC the same in all respects as if rt were the actual and beneficial owner thereof. It is expected that DTC will maintain abook-entry system which will identify ownership of the Series 2004 Bonds in integral amounts of $5,000 with transfers of ownership being effected on the records of DTC and its parncipants pursuant to rules and regulations established by them, and that the Series 2004 Bonds initially deposited with DTC shall be immobilized and not be further exchanged for substitute Series 2004 Bonds except as hereinafter provided. The City is not responsible or liable for any functions of DTC, will not be responsible for paying any fees or charges with respect to its services, will not be responsible or liable for maintaining, supervising, or reviewing the records of DTC or its participants, or protecting any interests or rights of the beneficial owners of the Series 2004 Bonds It shall be the duty of the DTC Participants, as defined in the Official Statement herein approved, to make all arrangements with DTC to establish this book-entry system, the beneficial ownership of the Series 2004 Bonds, and the method of paying the fees and charges of DTC. The City does not represent, nor does rt in any way covenant that the initial book-entry system established with DTC will be maintained in 23- the future. Notwithstanding the initial establishment of the foregoing book-entry system with DTC, if for any reason any of the originally delivered Series 2004 Bonds is duly filed with the Paying Agent/Registrar with proper request for transfer and substitution, as provided for in this Ordinance, substitute Series 2004 Bonds will be duly delivered as provided in this Ordinance, and there will be no assurance or representation that any book-entry system will be maintained for such Series 2004 Bonds In connection with the initial establishment of the foregoing book-entry system with DTC, the City heretofore has executed a 'Blanket Letter of Representations prepared by DTC in order to implement the book-entry system described above. 15. (a) Defeased Bonds That any Series 2004 Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a 'Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Series 2004 Bond, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the Future Escrow Agreement') for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts and at such times as will insure the availability without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and payable. At such time as a Series 2004 Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Series 2004 Bond and the interest thereon shall no longer be secured by payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged 24- as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities Notwithstanding any other provision of this Ordinance to the contrary rt is hereby provided that any determination not to redeem Defeased Bonds that is made in conjunction with the payment arrangements specified in subsection 15(a)(i) or (ii) shall not be irrevocable;provzded that, in the proceedings providing for such payment arrangements, the Issuer (1) expressly reserves the nght to call the Defeased Bonds for redemption, (2) gives notice of the reservation of that right to the owners of the Defeased Bonds immediately following the making of the payment arrangements, and (3) directs that notice of the reservation be included in any redemption notices that rt authorizes. (b) Investment zn Defeasance Secuntzes Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance Securib.es received by the Paying Agent/Registrar that is not required for the payment of the Defeased Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Bonds may contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the requirements specified in subsection 15(a)(i) or (ii) All income from such Defeasance Securities received by the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in wasting by the Issuer (c) Defeasance Secuntzes Defined. The term 'Defeasance Securities means (i) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an agency or instrumentality 25- of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county municipality or other political subdivision of a state that have been refunded and that, on the date on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. (d) Paying Agent/Registrar Services Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. (e) Selection of Bonds forDefeasance. In the event that the Issuer elects to defease less than all of the principal amount of Series 2004 Bonds of a maturity the Paying Agent/Registrar shall select, or cause to be selected, such amount of Series 2004 Bonds by such random method as it deems fair and appropriate. 16. That the City hereby finds that the issuance of the Series 2004 Bonds for the purpose of refunding the Refunded Obligations to realize a net present value savings is a public purpose. The refunding of the Refunded Obligations will produce a net present value savings of $2,321,727 69 and a gross savings of $3,459 065.38. In addition, the City hereby determines that the Refunded Obligations shall be called for redemption on the redemption date or dates set forth in Schedule I, at the applicable redemption price to the date fixed for redemption as provided in Schedule I. The Interim City Manager or the designee thereof shall take such actions as are necessary to cause the required notice of redemption to be given in accordance with the terms of each ordinance for the Refunded 2G- Obligations called for redemption. 17 That the Interim City Manager of the City is hereby authorized and directed to execute, the City Secretary is authorized to attest, and the City Attorney is authorized to approve as to form, on behalf of the City the Escrow Agreement covering the use of the moneys to be deposited in accordance with the terms thereof, for the benefit of the holders of the Refunded Obligations being retired with the proceeds from the sale of the Series 2004 Bonds, between the City and the escrow agent named therein, m substantially the form attached to this Ordinance as Exhibit D 18. That the proceeds from the sale of the Series 2004 Bonds shall be used in the manner described in a letter of instructions executed on behalf of the City by the City s financial advisor The foregoing notwithstanding, proceeds representing accrued interest on the Series 2004 Bonds shall be deposited to the credit of the Interest and Redemption Fund and proceeds representing premium on the Series 2004 Bonds shall be used in a manner consistent with the provisions of Section 1201 029 Texas Government Code. 19 That for all purposes of this Ordinance, unless the context requires otherwise, all references to designated Sections and other subdivisions are to the Sections and other subdivisions of this Ordinance. The words herein 'hereof' and 'hereunder" and other words of similar import refer to this Ordinance as awhole and not to any particular Section or other subdivision. Exceptwhere the context otherwise requires, terms defined in this Ordinance to impart the singular number shall be considered to include the plural number and vice versa. References to any named person means that party and its successors and assigns. References to any constitutional, statutory or regulatory provision means such provision as it exists on the date this Ordinance is adopted by the City and any future amendments thereto or successor provisions thereof Any reference to the payment of principal in this Ordinance shall be deemed to include the payment of any mandatory sinking fund redemption payments as described herein. Any reference to 'FORM OF BOND shall refer to the form of the 27 Series 2004 Bonds set forth in Exhibit A to this Ordinance. The titles and headings of the Sections and subsections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof The findings set forth in the preamble to this Ordinance are hereby incorporated into the body of this Ordinance and made a part hereof for all purposes. 20 That all ordinances and resolutions or parts thereof in conflict herewith are hereby repealed. 21 That in accordance with the provisions of Section 1201 028, Texas Government Code, this Ordinance shall be effective immediately upon rts adoption by the City Council. 22. That rt is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551 Texas Government Code, as amended. ADOPTED this September 28, 2004 Mayor, City of Fort Worth, T ATTEST City Secretary City of Fort Worth, Texas i ;~ a ,.- APP VED AS TO FORM AND LEGALITY `°" ~ ~, City Attorney " ~? City of Fort Worth, exas zs- SCHEDULE I CITY OF FORT WORTH, TEXAS GENERAL PURPOSE BONDS, SERIES 1996, dated January 15, 1996, all obligations maturing on March 1 in each of the years 2008 through 2016, inclusive, in the following principal amounts 2008 $1,375,000 2009 $1,375,000 2010 $1,375,000 2011 $1,375 000 2012 $1,375,000 2013 $1,375,000 2014 $1,375,000 2015 $1,375,000 2016 $1,375,000 aggregating $12,375,000 in principal amount; the obligations maturing on and after March 1, 2008 shall be redeemed prior to maturity on March 1 2006. CITY OF FORT WORTH, TEXAS GENERAL PURPOSE BONDS, SERIES 1997 dated April 1 1997 all obligations maturing on March 1 in each of the pears 2009 through 2013, inclusive, 2015 and 2017 m the following principal amounts. 2009 $750 000 2010 $750,000 2011 $750,000 2012 $750 000 2013 $ 750 000 2015 $1,500,000 2017 $1,500 000 aggregating $6,750 000 m principal amount; the obhgabons maturing on and after March 1, 2009 shall be redeemed prior to maturity on March 1, 2007 CITY OF FORT WORTH, TEXAS GENERAL PURPOSE BONDS, SERIES 1999 dated July 15, 1999 all obligations maturing on March 1 in each of the pears 2010 through 2017 inclusive, 2019 and 2020 in the following principal amounts 2010 $1,500 000 2011 $1,500,000 2012 $1,500,000 2013 $1,500 000 2014 $1,500,000 2015 $1,500 000 2016 $1,500 000 2017 $1,500 000 2019 $3 000 000 2020 $1,500 000 aggregating $16,500 000 in principal amount; the obligations maturing on and after March 1, 2010 shall be redeemed prior to maturity on March 1 2007 CITY OF FORT WORTH, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION SERIES 2001A, dated July 15, 2001, all obligations maturing on March 1 in each of the years 2009 through 2020 inclusive, in the following principal amounts 2009 $660 000 2015 $900 000 2010 $700 000 2016 $950 000 2011 $735,000 2017 $1,000 000 2012 $775,000 2018 $1,055,000 2013 $815,000 2019 $1,170,000 2014 $855,000 2020 $1,230 000 aggregating $11 955,000 in principal amount; the obligations maturing on and after March 1 2009 shall be redeemed prior to maturity on March 1 2006. The redemption price for all of the obligations described above redeemed prior to their scheduled maturities is par plus accrued interest to the date fixed for redemption. -~,m~...~.~..., F EXHIBIT A FORM OF BOND NO $ UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH, TEXAS GENERAL PURPOSE REFUNDING BOND SERIES 2004 MATURITY DATE INTEREST RATE ORIGINAL ISSUE DATE CUSIP October 1, 2004 ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, TEXAS (the 'Issuer") being a political subdivision of the State of Texas, hereby promises to pay to or to the registered assignee hereof (either being hereinafter called the registered owner") the principal amount of DOLLARS and to pay interest thereon, from the Original Issue Date specified above, to the maturity date specified above, or the date of its redemption prior to scheduled maturity at the rate of interest per annum specified above, with said interest being payable on March 1 2005, and semiannually on each September 1 and March 1 thereafter; except that if the Paying Agent/Registrar s Authentication Certif icate appearing on the face of this Bond is dated later than March 1, 2005, such interest is payable semi annually on each September 1 and March 1 following such date. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or redemption prior to maturity at the designated corporate trust office in Minneapolis, Minnesota (the 'Designated Trust Office') of Wells Fargo Bank, N.A., which is the 'Paying Agent/Registrar for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof as shown by the 'Registration Books kept by the Paying Agent/Registrar at the close of business on the 15th day of the month next preceding such interest payment date by check, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided, and such check shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest due at maturity or upon redemption of this Bond prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for redemption and payment at the Designated Trust Office of the Paying Agent/Registrar The Issuer covenants with the registered owner of this Bond that no later than each principal payment and/or interest payment date for this Bond it will make available to the Paying Agent/Registrar from the 'Interest and Redemption Fund as defined by the ordinance authorizing the Bonds (the Ordinance') the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IN THE EVENT OF A NON PAYMENT of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a Special Record Date') will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer Notice of the Special Record Date and of the scheduled payment date of the past due interest ("Special Payment Date which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each registered owner of a Bond appearing on the registration books of the Paying Agent/Registrar at the close of business on the last business dap next preceding the date of mailing of such notice. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday Sunday a legal holiday or a day on which banking institutions m the city where the Designated Trust Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday Sunday legal holiday or day on which banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the original date payment was due. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository or its nominee or registered assigns, shall be made in accordance with existing arrangements between the Issuer and the securities depository THIS BOND is one of a Series of Bonds of like tenor and effect except as to number, principal amount, interest rate, maturity and option of redemption, authorized in accordance with the Constitu tion and laws of the State of Texas in the principal amount of $46,230 000 for the following purposes, to-wit: to refund the 'Refunded Obligations (as such term is defined in the Ordinance) and to pay the costs incurred in connection with the issuance of the Bonds. All Bonds of this Series are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5 000 (an Authorized Denomination') ON SEPTEMBER 1 2014 or on any date thereafter, the Bonds of this Series maturing on March 1, 2015 and thereafter may be redeemed prior to their scheduled maturities, at the option of the Issuer, in whole, or in part, at par and accrued interest to the date fixed for redemption. The years of maturity of the Bonds called for redemption at the option of the City prior to stated maturity shall be selected by the City The Bonds or portions thereof redeemed within a maturity shall be selected by lot or other method by the Paying Agent/Registrar; provided, that during any period m which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the Issuer and the securities depository AT LEAST 30 days prior to the date fixed for any such redemption (a) a written notice of such redemption shall be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, first-class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books of the Paying Agent/Registrar and (b) notice of such redemption either shall be published one (1) time in or posted electronically on the website of a financial journal or publication of general circulation in the United States of America or the State of Texas carrying as a regular feature notices of municipal bonds called for redemption, provided, however, that the failure to send, mail, or receive such notice described in (a) above, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bond, and the Ordinance provides that the provision of notice as described in (b) above shall be the only notice actually required in connection with or as a prerequisite to the redemption of any Bond. By the date fixed for any such redemption due provision shall be made by the Issuer with the Paying Agent/Registrar for the payment of the required redemption price for this Bond or the portion hereof which is to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, this Bond, or the portion hereof which is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled maturity and shall not bear interest after the date fixed for its redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of this Bond or any portion hereof. If a pornon of any Bond shall be redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any Authorized Denomination, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Ordinance. AS PROVIDED IN THE ORDINANCE, this Bond, or any unredeemed portion hereof, map at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in any Authorized Denomination as requested m writing by the appropriate registered owner, assignee, or assignees, as the case maybe, upon surrender of this Bond to the Paying Agent/Registrar at its Designated Trust Office for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Reg- istrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be transferred and registered. The form of Assignment printed or endorsed on this Bond maybe executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment sarisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or pornons hereof from time to time by the registered owner The one requesting such exchange shall pay the PayingAgent/Registrar's reasonable standard or customary fees and charges for exchanging any Bond or portion thereof The foregoing notwithstanding, in the case of the exchange of a portion of a Bond which has been redeemed prior to maturity as provided herein, and in the case of the exchange of an assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Tssuer In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one request trig such assignment, transfer, or exchange as a condition precedent to the exercise of such privilege. In any circumstance, neither the Issuer nor the Paying Agent/Registrar shall be required (1) to make any transfer or exchange during a period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption of bonds and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any Bonds so selected for redemption when such redemption is scheduled to occur within 30 calendar days WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series of which rt is a part, is duly authorized by law• that all acts, conditions and things required to be done precedent to and in the issuance of this series of bonds, and of this Bond, have been properly done and performed and have happened in regular and due time, form and manner as required by law• that sufficient and proper provision for the levy and collection of taxes has been made, which, when collected, shall be appropriated exclusively to the payment of this Bond and the series of which rt is a part; and that the total indebtedness of the City of Fort Worth, Texas, including the entire series of bonds of which this is one, does not exceed any constitutional, statutory or charter limitation. BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the terms and promsions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Ordinance constitute a contract between each registered owner hereof and the Issuer IN WITNESS WHEREOF this Bond has been signed with the manual or facsimile signature of the Mayor or Mayor Pro-Tem of said City attested with the manual or facsimile signature of the City Secretary and approved as to form and legality with the manual or facsimile signature of the City Attorney and the official seal of said City has been duly affixed to or impressed, or placed in facsimile, on this Bond. ATTEST City Secretary Mayor APPROVED AS TO FORM AND LEGALITY x~x (SEAL) City Attorney FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby cernfied that this Bond has been issued under the provisions of the proceedings adopted by the Issuer as described in the text of this Bond, and that this Bond has been issued in conversion of and exchange for or replacement of a bond, bonds, or a pornon of a bond or bonds of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas Dated. WELLS FARGO BANK, N.A., Paying Agent/Registrar By Authorized Representative FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated. Signature Guaranteed. NOTICE. Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company NOTICE. The signature above must correspond with the name of the Registered Owner as rt appears upon the front of this Bond in every particular, without alteration or enlargement or any change whatsoever FORM OF COMPTROLLERS CERTIFICATE (ATTACHED TO THE BONDS UPON INITLAL DELIVERY THEREOF) OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO I hereby certify that there is on file and of record in my office a cernficate of the Attorney General of the State of Texas to the effect that this Bond has been examined by him as required by law and that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that rt es a valid and binding obligation of the City of Fort Worth, Texas, payable m the manner provided by and in the ordinance authorizing same, and said Bond has this day been registered by me. WITNESS MY HAND and seal of office at Austen, Texas Comptroller of Public Accounts of the State of Texas (SEAL) NOTE TO PRINTER. *¶not to be on bond The printer of the Series 2004 Bonds es hereby authorized to print on the Series 2004 Bonds (i) the form of bond counsel's opinion relating to the Series 2004 Bonds, and (ii) an appropriate statement of insurance furnished by a municipal bond insurance company providing municipal bond insurance, if any covering all or any part of the Series 2004 Bonds EXHIBIT B Bond Purchase Agreement Exhibit C to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 13 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually m accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below The information of the general type included in tables 1 through 6, inclusive, and 8 through 15, inclusive. Appendix B to the Official Statement, Excerpts from the Annual Financial Report of the City of Fort Worth, Texas for the Fiscal Year Ended September 30, 2003 Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the annual financial report referred to above. EXHIBIT D Escrow Agreement THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH I, Marty Hendrix, City Secretary of the City of Fort Worth, in the State of Texas, do hereby certify that I have compared the attached and foregoing excerpt from the minutes of the regular, open, public meeting of the Ci Council of the City of Fort Worth, Texas held on September 28, 2004 and of Ordinance No j which was duly passed at said meeting, and that said copy is a true and correct copy of said excerpt and the whole of said Ordinance. In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of Fort Worth, this 28th day of September, 2004 ~,,> ~*+. +, c ~.. ~~=(SEAI; ~~ , r ~, ~'(l~.. !~~ ~, ~~ ,r""'"r""'~:, ~ City Secretary of e ~~~'-~"? City of Fort Worth, Texas ~~ ~ w k ;~, ~~ ~`e~w