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HomeMy WebLinkAboutOrdinance 14945ORDINANCE NO/T~~~ AN ORDINANCE PROVIDING FOR THE ISSUANCE OF TWENTY-THREE MILLION FIVE THOUSAND DOLLARS ($23,005,000) OF THE GENERAL PURPOSE REFUNDING BONDS, SERIES 2002, OF THE CITY OF FORT WORTH, TEXAS, BEARING INTEREST AT THE RATES HEREINAFTER SET FORTH, AND PROVIDING FOR THE LEVY, ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO PAY THE INTEREST ON SAID BONDS AND TO CREATE A SINKING FUND FOR THE REDEMPTION THEREOF AT MATURITY, 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, it is deemed advisable and to the best interest of the City of Fort Worth (the "City" or the "Issuer"), and the City Council of the City has determined, to refund the outstanding obligations of the City described in Schedule I attached to this ordinance (the "Refunded Bonds") to achieve a debt service savings with respect to Refunded Bonds, and WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to the laws of the State of Texas, including specifically Chapter 1207, Texas Government Code, for the purposes set forth above. 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, Series 2002" (the "Bonds" or the "Series 2002 Bonds"), be issued under and by virtue of the Constitution and laws of the State of Texas and the Charter of said City, in the aggregate principal amount of Twenty- Three Million Five Thousand Dollars ($23,005,000), for the purpose of refunding the Refunded Bonds. 2. That the Series 2002 Bonds shall be dated February 1, 2002, 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 2003 2,715,000 2009 2,460,000 2004 2,730,000 2010 2,495,000 2005 2,765,000 2011 1,175,000 2006 2,805,000 2012 110,000 2007 4,175,000 2013 100,000 2008 1,475,000 3 That the Senes 2002 Bonds are not subject to redemption pnor to scheduled matunty 4 That the Senes 2002 Bonds scheduled to mature dunng the years, respectively, set forth below shall bear interest at the following rates per annum: matunues 2003, 3.000% matunues 2004, 4.000% matunues 2005, 5.000% matunues 2006, 5.000% matunues 2007, 5.000% matunties 2008, 5.000% matunues 2009, 5.000% matunties 2010, 5.000% matunues 2011, 5.000% matunues 2012, 4.300% matunues 2013, 4 450% Said interest shall be payable to the regutered owner of any such Senes 2002 Bond m the manner provided and on the dates stated in the FORM OF BOND set forth in this Ordinance. 5. (a) The City shall keep or cause to be kept at the designated corporate trust office m Houston, Texas (the "Designated Trust Office") of JPMorgan Chase Bank (the "Paying Agent/Reg~strar"), or such other bank, trust company, financial rnstitution, or other agencynamed in accordance with the provisions of (g) below, books or records of the regutrauon and transfer of the Senes 2002 Bonds (the "RegutrationBooks"), andthe Cityherebyappomts thePayingAgent/Regutrar as its registrar and transfer agent to keep such books or records and make such transfers and regutra- uons under such reasonable regulations as the Cityand Paying Agent/Regutrar mayprescribe; and the Paying Agent/Regutrar shall make such transfers and registrations as herein provided. It shall be the -2- ' duty of the Paying Agent/Regutrar to i~btaui from the registered owner and record in the Registration Books the address of such registered owner of each bond to which payments with respect to the Senes 2002 Bonds shall be mated, as herein provided. The City or its designee shall have the nght to inspect the Registration Books dunng regularbusiness hours of the Paying Agent/Regutrar,bist otherwise the Paying Agent/Regutrar shall keep the Reg>tration Books confidential and, unless otherw>se requrred bylaw, shall not pennrt therr rnspecuon byanyother entity Registration of each Senes 2002 Bond may be transferred in the Reg>tration Books only upon presentation and surrender of such bond to the Paying Agent/Reg>strar for transfer of registration and cancellation, together with proper wntten rnstnrments of assignment, in form and with guarantee of srgnatures 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 reg>tered m the name of such assignee or assignees. Upon the assrgrinent and transfer of any Senes 2002 Bond or anyportron 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 Senes 2002 Bond shall be registered in the Registration Books at any tune shall be treated as the absolute owner thereof for all purposes of th>s Ordinance, whether or not such bond shall be overdue, and the City and the Paying Agent/Registrarshali not be affected byanynouce to the contrary; and payment of, or on account of, the principal of, premium, if any, and interest on anysuch bond shall be made onlyto such registered owner All such payments shall be valid and effectual to satisfyand discharge the liabr~ityupon such bond to the extent of the sum or sums so paid. (c) The Cityherebyfurtherappoinu the Paying Agent/Reg>strar to act as the paying agent for paying the pnncrpal of and interest on the Senes 2002 Bonds, and to act as its agent to exchange or replace Senes 2002 Bonds, all as provided in this Ordinance. The Paying Agent/Reg>strarshali keep -3- proper records of all payments made by the City and the Paying Agent/Registrarwhh respect to the Series 2002 Bonds, and of all exchanges thereof, and all replacements thereof, as provided in this Ordi- nance. (d) Each Senes 2002 Bond maybe exchanged forfullyregistered bonds inthe mannerset forth herein. Each bond issued and delivered pursuant to th>s 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 wrth a written request theref or duly executed bythe registered owner or the assignee or assignees thereof, or its ortheir dulyauthorized attorneys or representatives,with guarantee of signatures satisfactoryto the Paying Agent/Registrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged forfullyregistered bonds,without interest coupons, in the form prescribed in the FORM OF BOND set forth in this Ordinance, in the denomuiation of $5,000, or anyintegral multiple thereof (subject to the requirement hereuzafter stated that each subsu tote 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 principal amount of anySeries 2002 Bond or Senes 2002 Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case maybe. If anySeries 2002 Bond or portion thereof u assigned and transferred, each bond issued in exchange therefor shall have the same principal matuntydate and bear interest at the same rate as the bond for which it u being exchanged. Each substitute bond shall bear a letter and/or number to distinguish it from each other bond. The Paying Agent/Registrar shall exchange or replace Series 2002 Bonds as .provided herein, and each fully registered bond or bonds delivered in exchange for or replacement of any Senes 2002 Bond or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Series 2002 Bonds for all purposes of this Ordinance, and may again be exchanged or replaced. It >s specifically provided, however, that any Series 2002 Bond delivered in exchange for or replacement of another Senes 2002 -~- Bond pnorto the fast scheduled interest payment date oii the Senes 2002 Bonds (as stated on the face thereof) shall be dated the same date as such Senes 2002 Bond, but each substitute bond so delivered on or after such fast 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 rt shall be dated as of such date of delivery; provided, however, that rf at the tune of deliveryof anysubsutute bond the interest on the bond forwhich 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 anySenes 2002 Bond or Senes 2002 Bonds issued under this Ordinance there shall be panted thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth in the FORM OF BOND set forth in this Ordinance. An authorized representative of the Paying Agent/Registrar shall,`before the deliveryof anysuch substitute bond, date such substitute bond in the mannerset forth above, and manuallysign and date such Certificate, and no such substitute bond shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registr~rpromptlyshall cancel all Senes 2002 Bonds surrendered for exchange or replacement. No additional ordinances, order, or resolutions need be passed or adopted bythe City Council or any other body or person so as to accomplish the foregoing exchange or replacement of any Senes 2002 Bond or portion hereof, and the Paying Agent/Registrarshallprovrde forthe pnntirrg, execution, and deliveryof the substitute bonds in the manner prescribed herein. Pursuant to Chapter 1206, Texas Government Code, the duty of exchange or replacement of anySenes 2002 Bond as aforesaid is herebyimposed upon the Paying Agent/Registrar, and, upon the execution of said Paying Agent/Registr~r's Authentication Certificate, the exchanged or replaced bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Senes 2002 Bonds which onginallywere delivered pursuant to this rdinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. -5- (e) All Senes 2002 Bonds issued in exchange or replacement of any other Senes 2002 Bond or portion thereof, () shall be issued in fullyregistered form, without interest coupons, with the pnncipal of and interest on such Senes 2002 Bonds to be payable onlyto the registered owners thereof, (u) may be redeemed pnor to them scheduled matunties, (iii) maybe transferred and assigned, (iv) maybe ex- changed for other Senes 2002 Bonds, (v) shall have the charactenstics, (vi) shall be signed and sealed, and (vu) the pnncipal of and interest on the Senes 2002 Bonds shall be payable, all as provided, and in the manner required or indicated, in the FORM OF BOND set forth in this Ordinance. (f) The Cityshallpaythe PayingAgent/Registrar's reasonable and customaryfees and charges formaking transfers of Senes 2002 Bonds, but the registered owner of anySenes 2002 Bond requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto. The registered owner of anySenes 2002 Bond requesting anyexchange shall paythe Paying Agent/Registrar'srcasonable and standard or customaryf ees and charges f or exchanging anysuch bond or portion thereof, together with anytaxes or governmental charges required to.be paid with respect thereto, all as a condition precedent to the exercise of such pnvi7ege of exchange, except, however, that in the case of the exchange of an assigned and transferred bond or bonds or anyporuon or portions thereof in anyintegral multiple of $5,000, and in the case of the exchange of the unredeemed portion of a Senes 2002 Bond which has been redeemed in part pnor to matunty, as provided in this Ordinance, such fees and charges will be paid bythe City In addition, the Cityherebycovenants with the registered owners of the Senes 2002 Bonds that it will (i) pay the reasonable and standard or customaryfees and charges of the Paying Agent/Registrarfonts services with respect to the payment of the pnncipal of and interest on the Senes 2002 Bonds, when due, and (u) paythe fees and charges of the Paying Agent/Registrarfnr services with respect to the transfer or registration of Senes 2002 Bonds solely to the extent above provided, and with respect to the exchange of Senes 2002 Bonds solelyto the extent above provided. -~- ' i (g) The City covenanu with the registered owners of the Senes 2002 Bonds that at all tunes while the Senes 2002 Bonds are outstanding the Ciry wi71 provide a competent and legally qualified bank, trust company, financial institution, or other agencyto act as and perform the services of Paying Agent/Registrarforthe Senes 2002 Bonds underthis Ordinance, and that the Paying Agent/Registr~r will be one entity. The City reserves the nght to, and may, at iu option, change the Paying Agent/Registrar upon not less than 60 days wntten nonce to the Paying Agent/Registrar. In the event that the entity at anytune acting as Paying Agent/Registrar (or iu successor bymerger, acquisition, or other method) should resign or otherwise cease to act as such, the City eovenanu that promptlyit will appoint a competent and legally qualified national or state banking uistitution which shall be a corporation organized and doing business under the laws of the United States of Amenca or of any state, authonzed under such laws to exercise trust powers, subject to supervision or exainuiation by federal or state authonry, and whose qualifications substantially are sirriilar to the previous Paying Agent/Registrar to act as Paying Agent/Registrar under this Orduiance. Upon any change in the Paying Agent/Registrxr, the previous Paying Agent/Reg>trar promptly shall transfer and deliver the Registration Books (or a copythereof), along with all otherpertinent books and records relating to the Senes 2002 Bonds, to the new Paying Agent/Registrar designated and appointed bythe City Upon anychange iii the Paying Agent/Registrar, the Cirypromptlywi7l cause a wntten notice thereof to be sent bythe newPaying Agent/Registr~rto each registered owner of the Senes 2002 Bonds, byUnited States Mail, postage prepaid, which nonce also shall give the address of the new Paying Agent/Regis- tray Byaccepting the position and performing as such, each Paying Agent/Registrarshall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registr~r. 6. The form of all Senes 2002 Bonds, including the form of the Comptroller's Registration Certificate to accompany the Senes 2002 Bonds on the uutial delivery thereof, the form of Paying .~. Agent/Registrar's Authentication Certificate, and the Form of Assignment to be printed on each of the Series 2002 Bonds, shall be, respectively, substantiallyas follows, with such appropriate variations, omissions, or inseiuons as are permitted or required by this Ordinance: NO. UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF TA-RR.AN'T AND DENTON QTY OF FORT WORTI-~ TEXAS GENERAL PURPOSE REFUNDING BOND, SERIES 2002 February 1, 2002 ON THE MATURITY DATE SPECIFIED ABOVE, THE QTY OF FORT WORTI~ TEXAS (the "Issuer"), being a political subdivision of the State of Texas, herebypromises to pay to or to the registered assignee hereof (either being hereinafter called the "registered owner') the principal amount of: DOLLARS and to payinterest thereon, from the Original Issue Date specified above, to the maturitydate specified above, at the rate of interest per annum specified above, with said interest being payable on September 1, 2002, and semiannually on each March 1 and September 1 thereafter; except that if the Paying Agent/Registrar's Authentication Certificate appearing on the face of this Bond is dated later than September 1, 2002, such interest >s payable semiannuallyon each March 1 and September 1 following such date. THE PRINCdPAL 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 at the designated corporate mist office in Houston, Texas (the "Designated Payment Office"), of JPMorgan Chase Bank, which u 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 bythe Paying Agent/Registrar at the close of business on the 15th dayof the month next preceding such interest payment date by check, dated as of such interest payment date, drawn bythe Paying Agent/Registrar on, and payable solelyfrom, funds of the Issuer required to be on deposit with the Paying Agent/Registrarfnr such purpose as hereinafter provided; and such check shall be sent bythe Paying Agent/Registrar byUruted 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 -s- Registration Books kept bythe Paying Ageiit/Registrar, as liereinafter described. Anyaccrued interest due at maturityshall be paid to the registered owner upon presentation and, surrender of th>s Bond for payment at the Designated Payment Office of the PayingAgent/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 a will make available to the Paying AgentlRegistrar from the Interest and Redemption Fund as defined bythe ordinance authorizing the Bonds (the "Ordinance") the amounts required to provide for the payment, in irnmediatelyavai7able funds, of all principal of and interest on the Bonds, when due. IN THE E VENT 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 bythe 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 byUnited States mad, 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 daynext preceding the date of mailing of such notice. IF THE DATE forthe payment of the principal of orinterest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the Designated Payment Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding daywluch 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 anypenod in which owneislup of the Bonds is deterinined only bya book entryat a securities depositoryforthe Bonds, anypayment 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, matuntyand option of redemption, authorized in accordance with the Constitu- tion and laws of the State of Texas in the principal amount of $21,070,000, for the purpose of refunding those bonds of the Citydesignated inthe Ordinance as the "Refunded Bonds" ALL BONDS OF THIS SERIES are issuable solelyas fullyregistered bonds, without interest coupons, in the denomination of anyintegral multiple of $5,000. As provided in the Ordinance, this Bond may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar at its Designated Trust Office (as defined in the Ordinance) 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 -9- portions hereof in anyintegral multiple of $5,000 to the assignee or assignees in whose name or names thris Bond or anysuch portion or portions hereof is or are to be transferred and registered. The form of Assignment printed or endorsed on this Bond maybe executed bythe registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactoryto the Paying Agent/Regrstrarmaybe used to evidence the assignment of this-Bond or any portion or portions hereof from tune to time by the registered owner. The one .requesting such exchange shall paythePaying Agent/Registrar's reasonable standard or customaryfees and charges for exchiariging anyBond orportion thereof. The foregoing notwithstanding, inthe case of the exchange of a portion of a Bond which has been redeemed priorto maturity, as provided herein, and in the case of the exchange of an assigned and transferred Bond orBonds oranyporuon orportrons thereof, such fees and charges of the Paying Agent/Registrar wall be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid bythe one request- ingsuch assignment, transfer, or exchange as a condition precedent to the exercise of such privilege. WI-IENEVER the beneficial ownership of this Bond is deternuned by a book entry at a securities deposrtoryfor the Bonds, the foregoing requirements of holding, delivering ortransfernng this Bond shall be modified to require the appropriate person or enutyto meet the requiements of the securities depository as to registering or transferring the book entry to produce the same effect. IN THE EVENT anyPaying Agent/Registrarforthe Bonds is changed bythe Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptlywill appoint a competent and legally qualified substitute therefor, and promptlywi~ll 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 serves of which it 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 thus series of bonds, and of this Bond, have been properlydone and performed and have happened in regular and due time, form and manner as required bylaw; that sufficient and proper provision for the levy and collection of taxes has been made, which, when collected, shall be appropriated exclusivelyto the payment of thus Bond and the series of which it rs a part; and that the total indebtedness of said City of Fort Worth, Texas, including the entire series of bonds of which this is one, does not exceed any constitutional, statutory or charter limitation. BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the terms and provisions of the Ordinance, agrees to be bound bysuch terms and provisions, acknowledges that the Ordinance is dulyrecorded and available for inspection in the official minutes and records of the governing bodyof 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 of said City, attested with the manual or facsimile signature of the City Secretary and approved as to fornr and legalitywrth the manual orfacsiiri7e signature of the City Attorney, and the official seal of the Issuer has been duly affixed to, or impressed, or placed in facsirrii~e, on this Bond -ia ATTEST City Secretary _ _ _ _ _ mayor APPROVED AS TO FORM AND LEGALITY CityAttox~ m y (SEAL) FC)RM C)F PAYING= AC'=F NT/RFC'=IS AR'S AI TT'HF1~~(`ATIni`T C'FRTIFTC'ATF r PAYING AGENT/REGISTRAR'S AUfI~NTICATION CERTIFICATE It u hereby certified that this Bond has been rsued under the provurons of the proceedings adopted by the Issuer as descnbed in the text of this Bond, and that th>s Bond has been issued in conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an rssue whrch onginally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounu of the State of Texas. Dated: JPMORGAN CHASE BANK, Payrng Agent/Reg>str~r By Authorized Representative -11- 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 attorneyto 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. -12- ~ '` FORM OF COMPTROLLERS CERTIFICATE (ATTACHED TO THE BONDS UPON INITIAL DELIVERY THEREOF) OFFICE OF COMPTROLLER REGISTER NO STATE OF TEXAS I hereby certify that there is on file and of record ui my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined byhim as required by law, and that he finds that it has been issued in conformitywith the Constitution and laws of the State of Texas, and that it is a valid and binding obligation of the City of Fort Worth, Texas, payable iri the mannerprovided byand m the ordinance authonzing same, and said Bond has this daybeen registered by me. WITNESS MY HAND and seal of office at Austin, Texas Comptroller of Public Accounts of the State of Texas (SEAL) NOTE TO PRINTER '~~riot to be on bond The pnnter of the Senes 2002 Bonds u hereby authonzed to pnnt on the Senes 2002 Bonds (i) the form of bond counsel's opuuon relating to the Senes 2002 Bonds, and (u~ an appropnate statement of insurance famished bya municipal bond insurance companyproviding municipal bond insurance, if any, covenng all or anypart of the Senes 2002 Bonds. 7 That a special fund or account, to be designated the "City of Fort Worth, Texas Senes 2002 General Purpose Bonds Interest and Redemption Fund" (the "Interest and Redemption Fund") is hereby created and shall be established and maintained by said 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 pnncipal of the Senes 2002 Bonds. All taxes levied and collected for and on account of the Senes 2002 Bonds shall be deposited, as collected, to the credit of the Interest and Redemption Fund. Dunng each year while any of the Senes 2002 Bonds is ouxstanding -13- and unpaid, the City Council of said City shall compute and ascertain the rate and amount of ad valorem tax, based on the latest approved tax rolls of said City, with full allowances being made fortax delinquencies and costs of tax collecuons, which wi71 be sufficient to raise and produce the money required to pay the interest on the Senes 2002 Bonds as such interest comes due, and to provide a sinking fund to paythe pnncipal of the Senes 2002 Bonds as such pnincipal matures, but never less than 2% of the outstanding pnncipal amount of the Senes 2002 Bonds as a sinl~ing fund each year. Said rate and amount of ad valorem tax is hereby ordered to be levied and is hereby levied against all taxable propertyin the Cityfor each year while anyof the Senes 2002 Bonds is outstanding and unpaid, and said ad valorem tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Redempuon Fund. Said ad valorem taxes necessaryto paythe interest on and pnncipal of the Senes 2002 Bonds, as such interest comes due, and such pnncipal matures, are hereby pledged for such purpose, within the limit prescribed bylaw There shall be appropnated from the General Fund of the City for deposit into the Interest and Redempuon Fund moneys as may be necessaryto paythe fast scheduled interest payment on the Senes 2002 Bonds. 8. (a) In the event anyoutstanding Senes 2002 Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrarshall cause to be pnnted, executed, and delivered, a new bond of the same principal amount, matunty, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Senes 2002 Bond, in replacement for such Senes 2002 Bond in the mannerhereinafterpro- vided. (b) Applicauon for replacement of damaged, mutilated, lost, stolen, or destroyed Senes 2002 Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or destivcuon of a Senes 2002 Bond, the applicant for a replacement bond shall famish to the City and to the Paying A.gent/Registrarsuch secuntyor indemrutyasmaybe required bythem to save each of them harniless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destrucuon of a -14- Series 2002 Bond, the applicant shall furivsh to the City and to the Paying A.gent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Senes 2002 Bond, as the case maybe. In every case of damage or mutilation of a Senes 2002 Bond, the applicant shall surrender to the Paying Agent/Registrarfnr cancellation the Senes 2002 Bond so damaged or mutilated. (c) Notwithstanding the foregoing provisions of this Section, in the event anysuch Senes 2002 Bond shall have matured, and no default has occuri-ed which >s then continuing in the payment of the principal of, redemption premium, if any, or interest on the Senes 2002 Bond, the Citymay authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Senes 2002 Bond) instead of issuing a replacement Senes 2002 Bond, provided securityorindemmtyis fur- nished asabove provided in this Section. (d) Prior to the issuance of anyreplacement bond, the Paying Agent/Registrarshall charge the owner of such Senes 2002 Bond with all legal, printing, and other expenses in connection therewith. Everyreplacementbond usuedpursuant to the provisions of this Section byvitue of the fact that any Senes 2002 Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Series 2002 Bond shall be found at any tine, or be enforceable by anyone, and shall be entitled to all the benefiu of this Ordinance equally and proporuonatelywith any and all other Senes 2002 Bonds dulyissued under this Ordinance. (e) In accordance with Chapter 1206, Texas Goveriunent Code, this Section of this Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further actionbythe goveriiingbodyof the Cityoranyotherbodyorpeison, andthe dutyof the replacement of such bonds u hereby authorized and unposed upon the Paying Agent/Registrar, subject to the conditions unposed by this Section S of this Ordinance, and the Paying Agent/Registrar shall authenticate and deliver such bonds in the f orin and manner and with the eff ect, as provided in Section 5(d) of this Ordinance for Series 2002 Bonds issued in exchange for other Senes 2002 Bonds. -15- 9 That the City Manager of the City or the designee thereof is hereby authorized to have control of the Series 2002 Bonds and all necessary records and proceedings pertaining to the Series 2002 Bonds pending their deliveryand their investigation, examination and approval bythe Attorney General of the State of Texas, and their registration bythe Comptroller of Public Accounts of the State of Texas. Upon reg>strauon of the Series 2002 Bonds, said Comptroller of Public Accounts (or a deputydesrgnated in writing toast f or said Comptroller) shall manuallysrgn the Comptroller's Regutra- tron Certificate accompanying the Senes 2002 Bonds, and the seal of said Comptroller shall be impressed, or placed in facsrm~e, on each such certificate. 10 (a) That the sale of the Bonds to JPMorgan Securities Inc., as representative for the underwriters named in the Purchase Contract (the "Contract"} between the cityand the underwriters named therein (the "Underwriters"), at the purchase price described in the Contract, u hereby authorized, ratified and confirmed. One Bond in the principal amount maturing on each matuntydate as set forth in Section 2 hereof shall be delivered to the Underwriters, and the Underwriters shall have the right to exchange such certificates as provided in Section 5 hereof without cost. (b) That the Contract setting forth the terms of the sale of the Bonds to the Underwriters, in substant~allythe form attached to this Ordinance, u herebyaccepted, approved and authorized to be delivered in executed form to the Underwriters. (c) That the "Official Statement" prepared in connection with the sale of the Bonds, in substantrallythe form attached to th>s Ordinance, >s herebyaccepted, approved and authorized to be delivered in executed form to the Underwriters. The use of the "Prelinunary Official Statement" prepared in connection with the sale of the Bonds is hereby ratified. 11 That the Issuer covenants to take any action to assure, or refrain from any action which would adverselyaffect, the treatment of the Senes 2002 Bonds as obligations described in section 103 of the Internal Revenue Code of 1986 (the "Code"), the interest on which u not includable in the -1~- "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 Senes 2002 Bonds or the pro~ecu financed therewith (less amounts deposited to a reserve fund, yf any) are used for any "pnvate business use," as defined in section 141(6) (6) of the Code or, yf more than 10 percent of the proceeds are so used, that amounts, whether or not received by the Issuer, with respect to such pnvate business use, do not, under the terms of thys Ordynance or any underlying arrangement, directly or yndyrectly, secure or provide for the payment of more than 10 percent of the debt service on the Senes 2002 Bonds, in contra venuon of sectyon 141(6)(2) of the Code; (b) to take any action to assure that in the event that the "pnvate business use" described in subsection (a) hereof exceeds 5 percent of the proceeds of the Senes 2002 Bonds or the projects financed therewith (less amounts deposited into a reserve fund, yf any) then the amount in excess of 5 percent ys used fora "pnvate busyness use" which ys "related" and not "d>sproportyonate," wythin the meaning of section 141(6) (3) of the Code, to the governmental use; (c) to take any action to assure ghat no amount which ys greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Senes 2002 Bonds (less amounts deposited ynto a reserve fund, yf any) ys directlyor indyrectlyused to finance loans to persons, other than state or local governmental amts, in contravention of section 141(c} of the Code; (d) to refrain from taking any action which would otherwise result in the Senes 2002 Bonds being treated as "pnvate activytybonds" wythin the meaning of section 141(6} of the Code; (e) to refnarn from taking any action that would result in the Senes 2002 Bonds _r~. being "federally guaranteed" within the meaning of section 149(b) of the Code; (f) to refrain from using anyport~on of the proceeds of the Senes 2002 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 matenallyhigher yield over the term of the Senes 2002 Bonds, other than investment property acquiredwith -- (1) proceeds of the Senes 2002 Bonds invested for a reasonable temporary penod of 3 years or less , or in the case of Refunding Bonds, 30 days or less until such proceeds are needed for the purpose for which the bonds are issued, (2) amounu invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the TreasuryRegulauons, and (3) amounu deposited in any reasonably required reserve or replacement fund to the extent such amounu do not exceed 10 percent of the proceeds of the Senes 2002 Bonds, (g) to otherwise restnct the use of the proceeds of the Senes 2002 Bonds or amounts treated as proceeds of the Senes 2002 Bonds, as maybe necessary, so that the Senes 2002 Bonds do not otherwise contravene the requiremenu 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 payto the United States of Amenca at least once during each five-yearpenod (beginning on the date of deliveryof the Series 2002 Bonds) an amount that >s at least equal to 90 percent of the "Excess Earrings", within the meaning of section 148(f) of the Code and to pay to the United States of Amenca, not later than 60 days after the Senes 2002 Bonds have been paid vn full, 100 percent of the amount then required to be paid as a result of Excess -18- , Earnings under section 148(f} of the Code. For purposes of the foregoing clauses (a) and (b} above, the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined rn the TreasuryRegulations and, in the case of a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended pnor to the date of the issuance of the Bonds. It rs the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or nrlings promulgated bythe US Department of the Treasurypursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand prov~srons of the Code, as applicable to the Bonds, the Issuer will not be required to complywrth anycovenant contained herein to the extent that such failure to comply, in the opinion of nationally-recognized bond counsel, wr~l not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or nrlirrgs are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the oprruon of nationall~recognrzed bond counsel, to preserve the exemption f rom f ederal income taxation of interest on the B onds under section 103 of the Code. In furtherance of the foregoing, the Mayor, the City Manager, any Ass>stant City Manager, and the Director of Finance may execute any certificates or other reports requu-ed by the Code and to make such electrons, on behalf of the City, which maybe perrrutted bythe Code as are consistent with the purpose for the issuance of the Bonds. In order to facr7itate compliance with the above clause (h), a "Rebate Fund" is hereby established bythe Cityforthe sole benefit of the United States of Amenca, and such Rebate Fund shall not be subject to the claim of anyother person, including without limitation the registered owners of the Bonds. The Rebate Fund is established forthe additional purpose of compliance with section 148 of the Code. -19- ti 12. That the Issuer covenants to account for the expenditure of proceeds from the sale of the Senes 2002 Bonds and any investment earnuigs thereon to be used for the purposes descnbed in Section 1 of this Ordinance (each such purpose ref erred to herein and Section 13 hereof as a "Protect") on its books and records by allocating proceeds to expenditures within 18 months of the later of the date that (a) the expenditure on a Protect is made or (b) each such Protect is completed The foregoing notwithstanding, the Issuer shall not expend such proceeds or investment earnings more than 60 days after the later of (a) the fifth anniversaryof the date of deliveryof the Senes 2002 Bonds or (b) the date the Senes 2002 Bonds are reared, unless the Issuer obtauis an opuuon of naaonall~recognized bond counsel substantiallyto the effect that such expenditure will not adverselyaffect the tax-exempt status of the Senes 2002 Bonds. 13 That the issuer covenants that the property constituting a Protect will not be sold or otherwise disposed iri a transaction resulting in the receipt bythe Issuer of cash or other compensation, unless the Issuer obtains an opiuon of nationallgrecogivzedbood counsel substantiallyto the effect that such sale or other deposition will not adversely affect the tax-exempt status of the Senes 2002 Bonds. For purposes of this Section, the portion of the property composing personal propertyand disposed of in the orduiary 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 opuion of nationally-recognized bond counsel to the effect that such failure to comply wi71 not adversely affect the excludability for federal income tax purposes from gross income of the interest. 14 (a) D~nttians. That as used in this Section, the following terms have the meanings ascnbed to such terms belov~r "MSRB" means the Municipal Secunties Rulemaking Board. "NRMSIR" means each person whom the SEC or its staff has detex~niined to be a naaonallyrecognizedmunicipal secunties information repositorywrthin the meaning of the Rule from -Za tune to tune. "Rule" means SEC Rule 15c2-12, as amended from tune to tune. "SEC' means the United States Secunties and Exchange Comm>ssnon. "SID" means anyperson designated bythe State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state inforination deposntorywithin the meaning of the Rule from time to tune. (b) Aynnral Reports. (i) The Cityshall provide annuallyto each NRMSIR and anySID, within snx months after the end of each fiscal year ending in or after 2002, 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 th>s Ordinance, being the uifom~ation described in Exhibit A hereto. Any financial statements so to be provided shall be (1) prepared in accordance with the accounting pnncnples described in Exhibit A hereto, or such other accounting pnncnples as the City maybe required to employfrom time to tune pursuant to state lawor regulation, and (2) audited, if the Citycommissions 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 penod, then the City shall provide unaudited financial statements by the requu-ed tune, 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. (u~ 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 bywhich the City otherwise would be required to provide financial information and operating data pursuant to th>s 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 maybe included byspecific reference to anydocument (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRNISIR and any SID or filed with the SEC. -21- (c) MatenalEzernN~s. The CityshallnotifyanySIDand eithereachNRMSIRorthe MSRB, in a tunelymanner, of anyof the following events with respect to the Senes 2002 Bonds, if such event >s matenal within the meaning of the federal securities laws: 1. Pnncipal and interest payment delinquencies, 2. Non-payment related defaults; 3 Unscheduled draws on debt service reserves reflecting financial difficulties; 4 Unscheduled draws on credn enhancements reflecting financial difficulties, 5 Substitution of credit or liquidityproviders, or their failure to perform; 6. Adverse tax opunons or events affecting the tax-exempt status of the Senes 2002 Bonds, 7 Modifications to nghts of holders of the Senes 2002 Bonds; 8. Senes 2002 Bond calls, 9 Defeasances, 10. Release, substitution, or sale of propertysecriring repayment of the Senes 2002 Bonds, and 11. Rating changes. The Cityshall notifyanySID and either each NRMSIR or the MSRB, in a tunelymanner, of anyfailure bythe Cityto provide financial irif ormation or operating data in accordance with subsection (b) of this Section bythe tune required bysuch subsection. (d) L rnatatrar~s, Dudatrers, and An~~irs'rtts. () The City shall be obligated to observe and perform the covenants specified in this Section forso long as, but onlyforso long as, the Cityremauis an "obligated person" with respect to the Senes 2002 Bonds within the meaning of the Rule, except that the City in any event will give nonce of any deposit made in accordance with this Ordinance or applicable law that causes any Senes 2002 Bonds no longer to be outstanding. (u) The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Senes 2002 Bonds, and nothing in this Section, express or unphed, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide onlythe financial uifornrauon, operating data, financial statements, and notices which n 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 Cites financial results, condition, orprospects orto update anyinformationprovided maccordancewith this Section -22- 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 Senes 2002 Bonds at anyfuture date. (iu) UNDERNOQRCUMSTANCES SHALLTHE QTYBE LIABLE'TOTHE HOLDER OR BENEFIQAL OWNER OF ANY SERIES 2002 BOND OR ANY OTHER PERSON, IN CON7.IZACT OR TORT, FOR DAMAGE S RE S ULTING IN WHOLE OR IN PART FROM ANY BREACHBY THE QTY, WHETHERNE GLIGENT ORWITHOUT FAULT ONITS PART, OF ANY COVENANT SPEQFIED 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 SPEQFIC PERFORMANCE (iv) No default bythe Cityin observing or performing its obligations under this Section shall comprise a breach of or default under the Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclauri, waive, or otherwise lirrut the dunes of the City under federal and state securities laws. (v) The provisions of this Section maybe amended bythe Cityfrom tune to tune to adapt to changed circumstances that arse from a change in legal requirements, a change ul 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 pemutted an underwater to purchase or sell Series 2002 Bonds in the pnmaryofferYrig of the Senes 2002 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 ma~oaty in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Senes 2002 Bonds consent to such amendment or (b) a person that is unaffiliated with the -23- ' City (such as nationally recognized bond counsel) determines that such amendment will not matenally unparr the interest of the holders and beneficial owner of the Serves 2002 Bonds. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance w~.th subsection (b} of this Section an explanation, in narrative forni, of the reason for the amendment and of the unpact of .any change in the type of financial information or operating data so provided. The Citymayalso amend or repeal the provysions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final Junsdiction enters Judgment that such provisions of the Rule are invalid, but onlyif and to the extent that the provisions of this sentence would not prevent an underwrter from lawfullypurchasing orselling Serves 2002 Bonds in the prunaryoffenng of the Serves 2002 Bonds. 15 That interest eammgs derved from the investment of proceeds from the sale of the Serves 2002 Bonds maybe used along with other available bond proceeds for the construction of the permanent unprovements set forth in Section 1 hereof for which a portion of the Serves 2002 Bonds are issued or for the payment of debt service on the Serves 2002 Bonds, provided that after completion of such permanent unprovements, ~ any of such interest earnings remain on hand, such interest eanungs shall be deposited in the Interest and Redemption Fund. It is furtherprovided, however, that any interest earnings on bond proceeds which are requu-ed to be rebated to the United States of Amenca pursuant to Section 11 hereof in order to prevent the Serves 2002 Bonds from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section. 16. That the Serves 2002 Bonds uutially shall be issued and delivered in such manner that no physical distribution of the Serves 2002 Bonds will be made to the public, and The DepositoryTnist Company ("DTC"), New York, New York, uutially will act as depository for the Seres 2002 Bonds. DTC has represented that it is a limited purpose trust company incorporated under the laws of the -24- ~ State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the NewYorkUniform Commercial Code, and a "cleanng agency" reg>stered underSection 17A of the Secunties Exchange Act of 1934, as amended, and the Cityaccepu, but in no wayvenfies, such representations. The Senes 2002 Bonds initiallyauthonzed bythis Ordinance shall be delivered to and registered in the name of CEDE & CO., the nominee of DTG It is expected that DTC will hold the Senes 2002 Bonds on behalf of the Underwnteis (as defined iri Section 10) and their participanu. So long as each Senes 2002 Bonds is registered in the name of CEDE & CO., the Paying Agent/Registrarshall treat and deal with DTC the same m all respects as if it were the actual and beneficial owner thereof. It u expected that DTC will mauitain a book entrysystem which will identify ownership of the Senes 2002 Bonds in integral amounu of $5,000, with transfers of ownership being effected on the records of DTC and iu participanu pursuant to rules and regulations established by them, and that the Senes 2002 Bonds initially deposited with DTC shall be unmobi~lized and not be further exchanged for substitute Senes 2002 Bonds except as hereinafterprovided. The Cityis not responsible or liable for anyfunctions of DTC, wi71 not be responsible for paying anyfees or charges with respect to its services, will not be responsible or liable for maintaiung, supervLSirig, or reviewing the records of DTC or iu participanu, or protecting anyinteresu or nghu of the beneficial owners of the Senes 2002 Bonds. It shall be the duty of the DTC Participanu, as defined in the Official Statement herein approved, to make all arrangemenu with DTC to establish this book entrysystem, the beneficial ownership of the Senes 2002 Bonds, and the method of paying the fees and charges of DTG The Citydoes not represent, nor does it m anywaycovenant that the initial book entrysystem established with DTC wi71 be maintained in the future. Notwithistanduig the initial establishment of the foregoing book entrysystem with DTC, if for anyreason anyof the onginallydelivered Senes 2002 Bonds is dulyfiled with the Paying Agent/Registrar with proper request for transfer and substitution, as provided for m thus Ordinance, substitute Senes 2002 Bonds will be duly delivered as provided in -25- this Ordinance, and there will be no assurance or representation that any book entrysystem will be maintained for such Series 2002 Bonds. In connection with the uutial establishment of the foregoing book entrysystem with DTC, the Cityheretofore has executed a "Blanket Letter of Representations" prepared byDTC in order to unplement the book entrysystem described above. 17 (a) DefeaserlBo~s. That anySenes 2002 Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either () shall have been made or caused to be made in accordance with the terms thereof, or (u) shall have been provided for on or before such due date byurevocablydepositing with ormakuig available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future EscrowAgreement") forsuchpayment (1) lawfulmoneyof 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 tunes as wi71 insure the avai~abihty, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made bythe Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and payable. At such tune as a Series 2002 Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Series 2002 Bond and the interest thereon shall no longer be secured by, payable f rom, or entitled to the benefits of, the ad valorem taxes or revenues herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solelyfrom such money orDefeasance Securities. Notwithstanding anyotherprovLSion of this Orduiarice to the contrary, it u herebyprovided that anydetermuiation not to redeem Defeased Bonds that u made in conjunction with the payment arrangements specified in subsection 17(a) (i) or (u) shall not be irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the Issuer expressly reserves -26- the right to call the Defeased Bonds for redemption, (2) gives nonce of the reservation of that right to the owners of the Defeased Bonds irrirriediatelyfollowingtlie malting of the payment an~rigements, and (3) directs that nonce of the reservation be included in anyredempuon notices that it authorizes. (b) I~sarern m Defeusanee S~ztnrres. 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 limes as hereinbefore set forth, and all income from such Defeasance Securities received by the Paying Agent/Registrarthat unot required for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in wrung 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 17(a)() or (u) All income from such Defeasance Securities received bythe Paying Agent/Registrarwluch u not required forthe payment of the Defeased Bonds, with respect to which such moneyhas been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer. (c) Def~usame Sncuntra Defies The teen "Defeasance Securities" means () direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed bythe United States of America., (u~ noncallable obligations of an agencyor instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a nationally recogiuzed investment rating firm not less than AAA or its equivalent, and (iu) noncallable obligations of a state or an agency or a county, muiucipality, or other political subdivision of a state that have been refunded and that, on the date on the date the governing -27- bodyof 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 egiuvalent. (d) Pa~m~gA~/Regrstrar Secures Untd all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrarfoi such Defeased Bonds the same as ~ they had not been defeased, and the Issuer shall make proper arrangements to provide and payfor such services as required bythis Ordinance. (e) Sel~i'tovt g~BarxJs frn-Defeasan-~ In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds bysuch random method as it deems fair and appropriate. 18. That the findings set forth in the preamble to thu Ordinance are herebyincorporated into the bodyof this Ordinance and made a part hereof for all purposes. 19 That the Cityherebyfinds that the refunding of the Refunded Bonds will result in a net present value savings of $1,465,051.30 and a gross savings of $1,364,247 91. 20. That concurrentlywith the deliveryof the Bonds the Cityshall cause to be deposited with the Escrow Agent (as named in the EscrowAgreement), from the proceeds from the sale of the Bonds and other available moneys of the City, all as described in the letter of instructions referred to in Section 22 hereof, an amount sufficient to provide for the refunding of the Refunded Bonds in accordance with Chapter 1207, Texas Government Code. The City Manager or any Assistant City Manager and the City Secretary are hereby authorized, for and on behalf of the City, to execute the Escrow Agreement to accomplish such purposes, in substantiallythe forni and substance attached to this Ordinance. 21. That the Cityherebydetermines that, subject to the deliveryof the Bonds, the Refunded Bonds shall be called for redemption on the respective redemption dates set forth in Schedule I, at the -zs- applicable redemption price to the date fixed for redemption as provided in Schedule I, all m accordance with the applicable provisions of the ordinances authorizing rhea- issuance. The City Manager or the designee thereof shall take such actions as are necessary to cause the requu~ed notice of redemption to be given in accordance with the terms of the respective orduiarices forthe Refunded Bonds called for redemption. 22. That the proceeds from the sale of the Bonds shall be used iri the manner described in the letter of uutnictions, as the Mayor, the City Manager, any Assistant CityManager or the Director of Finance of the City may execute on behalf of the City The foregoing notwithstanding, proceeds representing accrued interest and premium on the Bonds shall be deposited to the credit of the Interest and Redemption Fund. 23 That all ordinances and resolutions or parts thereof iri conflict herewith are hereby repealed. 24 That m accordance with the provisions of Section 1201.028, Texas Government Code, this Ordinance shall be effective unmediatelyupon its adoption bythe CityCounciL 25 That it is herebyofficiallyfoundand determined that the meeting at which this Ordinance was passed was open to the public, and public nonce of the tune, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. -29- 01-29-02 A11 28 IN ADOPTED thu January 29, 2002. Mayor, City of Fort Worth, Texas A ST City Secret , City of F Worth, Texas APPROVED AS TO FORM AND LEGALITY // - • Gi~ CityAttorney, City of Fort Worth, T ... .. ~~ r,;, ., ..-~.-.-- ~~,~ ~~ ,~ ., ., S ~ ry, A M ,~ a ~w~ -°- ~~1~ ~~~ rt 1 tea; aY °+ -30- SCHEDULE I QTY OF FORT WORTI-~ TEXAS GENERAL PURPOSE BONDS, SERIES 1992, dated January 15, 1992, all bonds maturung on March 1 in each of the years 2009 through 2011, inclusive, in the following pnincipal amounts: 2009 $1,000,000 2010 $1,000,000 2011 $1,060,000 aggregating $3,060,000 in principal amount; REDEMPTION DATE April 9, 2002 QTY OFFORT WORTI-~ TEXAS GENERAL PURPOSE REFUNDING BONDS, SERIES 1992-A, dated October 1, 1992, bonds maturing on March 1 in each of the years 2003 through 2010, inclusive, in the following principal amounts: 2003 $2,405,000 2004 $2,475,000 2005 $2,540,000 2006 $2,600,000 2007 $4,000,000 2008 $1,325,000 2009 $1,325,000 2010 $1,375,000 aggregating $18,045,000 in principal amount; REDEMPTION DATE Apri19, 2002 QTY OF FORT WORTH, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 1993, dated June 1, 1993, all obligations matunng on March 1 in each of the years 2003 through 2013, inclusive, in the aggregate prirncipal amount of $2,750,000; REDEMPTION DATE Apri19, 2002 The redemption puce for all of the obligations described above u par plus accrued interest to the date fixed for redemption. -31- Exhibit A to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 14 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (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 $ 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, 2000" Accounting Principles The accounting principles referred to in such Section are the accounting pnneiples described in the notes to the financial statements referred to in paragraph 1 above. -32- 01-?_9-02 A11 26 IN THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH I, Gloria Pearson, 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 City Council of the Crty of Fort Worth, Texas held on January 29, 2002, and of Ordinance No ~ 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 29th day of January, 2002 Y Jy. ~#Y !~ xx i ti:._J .~,~ ~~ r ~M y ,~ ~.~ ~ ~ .. ~/~ ~ ~ rte" ~ N. `~ '~.' r. eW [+`~ . .'-~' (SEAL) ~ "' i4 ..15: 4~ '~ ~ , ~ 'Jti ' rrrF~sr.. :''~~4~,~ ity Secretary o the City of Fort Worth, Texas -40-