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HomeMy WebLinkAboutOrdinance 15357ORDINANCE NO '~J~Jr AN ORDINANCE PROVIDING FOR THE ISSUANCE OF $38,580,000 OF THE GENERAL PURPOSE REFUNDING BONDS, SERIES 2002-A, OF THE CITY OF FORT WORTH, TEXAS, BEARING INTEREST AT THE RATES HEREINAFTER SET FORTH, AND PROVIDING FOR THE LEVY, ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO PAY THE INTEREST ON SAID BONDS AND TO CREATE A SINKING FUND FORTHE REDEMPTION THEREOF AT MATURITY, 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, rt 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 COUI~TCIL 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-A" (the "Bonds" or the "Series 2002-A 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 $39,625,000, for the purpose of refunding the Refunded Bonds 2. That the Series 2002-A Bonds shall be dated December 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 880,000 2004 13,000,000 2005 7,155,000 2006 7,165,000 2007 5,790,000 2008 3,575,000 2009 1,015,000 3 That the Series 2002-A Bonds are not subject to redemption prior to scheduled maturity 4 That the Senes 2002-A Bonds scheduled to mature during the years, respectively, set forth below shall bear interest at the following rates per annum: maturities 2003, 2.000% maturities 2004, 4 000% maturities 2005, 5.000% maturities 2006, 5.000% maturities 2007, 5.000% maturities 2008, 5 000% maturities 2009, 4 000% Said interest shall be payable to the registered owner of any such Series 2002-A Bond ui the manner provided and on the dates stated u1 the FORM OF BOND 5 (a) The Cityshall keep or cause to be kept at the designated corporate trust office in Fort Worth, Texas (the "Designated Trust Office") of Bank One, National Association (the "Paying Agent/Registrar"), or such other bank, trust company, financial iistituxion, o'r other agencynamed in accordance with the provisions of (g) below, books or records. of the registration and transfer of the Senes 2002-A Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such transfers and registrations under such reasonable regulations as the City and Paying Agent/Registrar mayprescribe; andthe PaymgAgent/Registrarshallmake suchtransfers and registrations as hereinpro- z vided. It shall be the duty of the Paying Agent/Registrar to obtain from the registered owner and record in the Registration Books the address of such registered owner of each bond to which payments with respect to the Senes 2002-A Bonds shall be mailed, as herein provided. The City or its designee shall have the nght to inspect the Registration Books dunng regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confi- dential and, unless otherwise required bylaw, shall not pernut their inspection by any other entity Registration of each Senes 2002-A Bond'may be transferred in the Registration Books only upon presentation and surrender of such bond to the Paying Agent/Registrar for transf er of registration and cancellation, together with proper wntten instninents of assigrinent, in form and vv~th guarantee of signatures sausfactoryto the Paying Agent/Registrar, evidencing the assignment of such bond, or any portion thereof in anyintegral multiple of $5,000, to the assignee or assignees thereof, and the 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 Senes 2002-A 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 Senes 2002-A Bond shall be registered in the Registration Books at anyone 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 anynotice to the contrary; and payment of, or on account of, the pnncipal 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 habihtyupon such bond to the extent of the sum or sums so paid. (c) The Cityherebyfurtherappoinu the Paying Agent/Registrarto act as the paying agent for paying the pnncipal of and interest on the Senes 2002-A Bonds, and to act as its agent to exchange or 3- replace Senes 2002-A Bonds, all as provided in this Ordinance. The PayingAgent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Senes 2002-A Bonds., and of all exchanges thereof, and all replacements thereof, as provided in th>s Ordinance. (d) Each Senes 2002-A Bond maybe exchanged for fullyregistered bonds in the manner set forth herein. Each Senes 2002-A 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 sausfactoryto the Paying .Agent/Registrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged for fullyregistered bonds, without interest coupons, in the form prescribed in the FORM OF BOND, in the denomina- tion of $5,000, or any integral multiple thereof (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 principal amount of any Senes 2002-A Bond or Series 2002-A Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case maybe. If any Series 2002-A Bond or portion thereof >s assigned and transferred, each bond issued in exchange theref or shall have the same principal maturity date and bear interest at the same rate as the Series 2002-A Bond for which it >s 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-A Bonds as provided herein, and each fullyregistered bond or bonds delivered in exchange for or replacement of anySeries 2002-A Bond or portion thereof as pennitted or required byanyprovrsion of this Ordinance shall constitute one of the Senes 2002-A Bonds for all purposes of this Ordinance, and may again be exchanged or -4- replaced. It is specificallyprovided, however, that any Senes 2002-ABond delivered in exchange for or replacement of another Senes 2002-ABond prior to the fast scheduled interest payment date on the Senes 2002-A Bonds (as stated on the face thereof) shall be dated the same date as such Senes 2002-ABond, 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 >s delivered, unless such substitute bond >s 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 tine of deliveryof anysubstitute bond the interest on the bond forwluch it is being exchanged has not been paid, then such substitute bond shall be dated as of the date to which such interest has been paid in full. C-n each substitute bond issued in exchange fororreplacement of anySeries 2002-ABond or Senes 2002-A Bonds issued-under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Ceivficate, in the form hereinafter set forth in the FORM OF BOND An authorized representative of the Paying Agent/Registrarshall,hefore the deliveryof anysuch substitute bond, date such substitute bond in the manner set 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/Registrar promptlyshall cancel all Series 2002-A Bonds surrendered for exchange or replace- ment. No additional ordinances, orders, or resolutions need be passed or adopted bythe CityCouncil or anyother bodyor person so as to accomplish the foregoing exchange or replacement of anySeries 2002-A Bond orportion hereof, and the Paying Agent/Registrar shall provide for the printing, execu- tion, and deliveryof the substitute bonds in the mannerprescribedlierein. Pursuant to Chapter 1206, Texas Goveriunent Code, the dutyof exchange orreplacement of anySeries 2002-ABond as aforesaid is hereby unposed upon the Paying Agent/Registrar, and, upon the execution of said Paying Agent/Registrar's Authentication Ceivficate, the exchanged or replaced bond shall be valid, incontestable, and enforceable lithe same mannerandwiththe same effect as the Senes 2002-ABonds -5- which originally were delivered pursuant to this Ordiriarice, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (e) All Serves 2002-A Bonds issued in exchange or replacement of any other Serves 2002-A Bond orportion thereof, (i) shall be issued in fullyregistered form, without interest coupons, with the principal of and interest on such Serves 2002-A Bonds to be payable only to the registered owners thereof, (u) maybe redeemedpriorto theirscheduled maturities, (ih) maybe transferred and assigned, (iv) maybe exchanged for other Serves 2002-A Bonds, (v) shall have the charactensucs, (vi~ shall be signed and sealed, and (vu) the principal of and interest on the Serves 2002-A Bonds shall be payable, all as provided, and in the manner required or indicated, in the FORM OF BOND (f) The Cityshallpaythe Paying Agent/Registrar's reasonable and customaryfees and charges for making transfers of Serves 2002-A Bonds, but the registered owner of any Serves 2002-A Bond requesting such transfer shall pay anytaxes or other governmental charges required to be paid with respect thereto. The registered owner of any Serves 2002-A Bond requesting any exchange shall pay the Paying Agent/Registrar's reasonable and standard or customaryfees and charges for exchanging anysuch bond orportion thereof, togetherwith anytaxes 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 anyportion or portions thereof in any integral multiple of $5,000, and in the case of the exchange of the unredeemed portion of a Series 2002-A Bond which has been redeemed in part prior to maturity, as provided in this Ordinance, such fees and charges will be paid bythe City In addition, the Cityhereby covenants with the registered owners of the Series 2002-A Bonds that it will (i) paythe reasonable and standard or customaryfees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on the Series 2002-A Bonds, when due, and (u) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer or registration -6- of Series 2002-A Bonds solelyto the extent above provided, and with respect to the exchange of Senes 2002-A Bonds solelyto the extent above provided. (g) The Cirycovenants with the registered owners of the Senes 2002-A Bonds that at all tunes while the Senes 2002-A Bonds are outstanding the Cirywill provide a competent and legallyqualified bank, mist company, financial uisutuuon, or other agencyto act as and perf orm the services of Paying Agent/Registrar for the Senes 2002-A 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 nonce to the Paying Agent/Registrar In the event that the enury at anytune acting as Paying Agent/Registrar (or its successor bymerger, 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 sunilar to the previous Paying Agent/Registr~r 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 copythereof), along with all other pertinent books and records relating to the Senes 2002-A Bonds, to the new Paying Agent/Registrar designated and appointed bythe City Upon anychange in the Paying Agent/Registrar, the Cirypromptlywill cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Series 2002-A Bonds, by United States Mail, postage prepaid, which nonce also shall give the address of the new Paying Agent/Registrar. Byaccepting the position and performing as such, each PayingAgent/Registrarshall be deemed to have agreed to the provisions of this Ordinance, and a certified copyof this Ordinance shall be delivered to each Paying Agent/Registrar. -~- 6. The form of all Series 2002-A Bonds, including the form of the Comptroller's Registration Certificate to accompanythe Series 2002-A Bonds on the uuUal deliverythereof, the form of Paying Agent/Registrar's Authentication Certificate, and the Form of Assignment to be pruned on each of the Senes 2002-ABonds, shall be, respectively, substantiallyas set forth un Exhibit Ato this Ordinance, with such appropriate variations, omissions, or unsertions as are penritted or required by this Ordunance. 7 (a) That a special fund or account, to be designated the "City of Fort Worth, Texas Senes 2002-A General Purpose Bonds Interest and Redemption Fund" (the "Interest and Redemption Fund") is hereby created and shall be established and maintauned bysaid 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 onlyf or paying the interest on and principal of the Senes 2002-A Bonds. All taxes levied and collected for and on account of the Senes 2002-A Bonds shall be .deposited, as collected, to the credit of the Interest and Redemption Fund. During each year while anyof the Senes 2002-A Bonds is outstanding and unpaid, the City Council of sazd City shall compute and ascertain the rate and amount of ad valorem tax, based on the latest approved tax rolls of said Ciry, with full allowances being made fortax delinquencies and costs of tax collections, which will be sufficient to race and produce the money required to paythe interest on the Senes 2002-A Bonds as such interest comes due, and to provide a sulking fund to paythe principal of the Senes 2002-A Bonds as such principal matures, but never less than 2% of the outstandung principal amount of the Series 2002-A Bonds as a sulking fund each year Said rate and amount of ad valorem tax >s hereby ordered to be levied and >s hereby levied against all taxable property m the City for each year while anyof the Series 2002-A 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 Redemption Fund. Said ad valorem taxes necessary to pay the unterest on and principal of the Series 2002-A Bonds, as such interest comes due, and such principal -a- matures, are hereby pledged for such purpose, within the limit prescribed bylaw There shall be appropriated from the General Fund of the Cityfor deposit into the Interest and Redemption Fund moneys as maybe necessaryto paythe fast scheduled interest payment on the Series 2002-A Bonds. (b) Chapter 1208, Texas Government Code, applies to the issuance of the Series 2002-ABonds and the pledge of ad valorem taxes made under Section 7(a) of this Ordiriarice, and such pledge is therefore valid, effective, and perfected. If Texas laws amended at anytirne while the Series 2002-A Bonds are outstandirig and unpaid such that the pledge of ad valorem taxes made by the City under Section 7(a) of this Ordiriarice u 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 2002-A Bonds the perfection of the securitymterest m said pledge, the Cityagrees to take such measures as it deteriniries are reasonable and necessary under Texas law to complywith the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing to perfect the securityinterest iri said pledge to occur. 8. (a) In the event anyoutstandmg Series 2002-A Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Reg>strar shall cause to be printed, executed, and delivered, a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Series 2002-A Bond, iri replacement for such Series 2002-A Bond in the manner hereinafter provided. . (b) Applicationforreplacement of damaged, mutilated, lost, stolen, ordestroyed Series 2002-A Bonds shall be made to the Paying Agent/Registrar In every case of loss, theft, or destruction of a Series 2002-A Bond, the applicant for a replacement bond shall furiush to the City and to the Paying Agent/Registrarsuch securityoriridemmtyasmaybe required bythemto save each of them harmless from any loss or damage with respect thereto. Also, iri every case of loss, theft, or destruction of a Series 2002-A Bond, the applicant shall furnish to the Cityand to the Paying Agent/Registrar evidence -9- to their satisfaction of the loss, theft, or destnution of such Series 2002-A Bond, as the case maybe. In every case of damage or mutilation of a Senes 2002-A Bond, the applicant shall surrender to the Paying Agent/Regutnar for cancellation the Senes 2002-A Bond so damaged or mutilated. (c) Notwithstanding the foregoing provisions of this Section, i1 the event anysuch Senes 2002- A Bond shall have matured, and no default has occurred which ~ then continuuig ui the payment of the principal of, redemption premium, if any, or interest on the Senes 2002-A Bond, the City may authorize the payment of the same (without surrender thereof except m the case of a damaged or muti- lated Senes 2002-A Bond) instead of ~ssumg a replacement Senes 2002-A Bond, provided security or indemmtyu furnished as above provided ui this Section. (d) Pnorto the issuance of anyreplacement bond, the PayingAgent/Reg~stnarshall charge the owner of such Senes 2002-A Bond with all legal, pruiting, and other expenses iz connection therewith. Everyreplacementborid issued pursuant to the provisions of this Section byvutue of the fact that any Senes 2002-A Bond u lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Senes 2002-A Bond shall be found at any tune, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally. and proportionatelywith any and all other Senes 2002-A Bonds duly issued under this Ordinance. (e) In accordance with. Chapter 1206, Texas Government Code, this Section of this Orduiance shall constitute authontyfor the issuance of anysuch replacement bond without necessity of further action bythe goveriung bodyof the Cityor anyother bodyorperson, and the dutyof the replacement of such bonds is hereby authorized and unposed upon the Paying Agent/Registrar, subject to the conditions unposed by this Section 8 of this Ordinance, and the Paying Agent/Registrar shall authenticate and deliver such bonds ui the form and manner and Rath the eff ect, as provided ui Section 5(d) of this Orduiarice for Senes 2002-A Bonds issued ui exchange for other Senes 2002-A Bonds. 9 That the City Manager of the City or the designee thereof u hereby authorized to have -io- control of the Series 2002-A Bonds and all necessaryrecords and proceedings pertauung to the Senes 2002-A Bonds pending their deliveryand theirinvesugauon, exaiYUriauon and approval bythe Attorney General of the State of Texas, and their registrauon bythe Comptroller of Public Accounu of the State of Texas. Upon registration of the Senes 2002-A Bonds, said Comptroller of Public Accouriu (or a deputydesignated in writing toast for said Comptroller) shall manuallysign the Comptroller's Registra- uon Certificate accompanying the Senes 2002-A Bonds, and the seal of said Comptroller shall be unpressed, or placed in facsimile, on each such certificate. 10. (a) That the sale of the Bonds to Morgan Stanley & Co. Incorporated, as representative forthe underwriters named in the Bond Purchase Agreement (the "Purchase Agreement")between the Cityand the underwriters named therein (the "Underwriters"), at the purchase puce described in the Purchase Agreement, is herebyauthorized, ratified and confirmed. One Bond in the pnricipal amount maturing on each maturity date asset 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 Purchase Agreement setting forth the terms of the sale of the Bonds to the Underwriters, in substantiallythe form attached to this Ordinance, is hereby accepted, 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 substantiallythe form attached to this Ordinance, >s hereby accepted, approved and auxhorized to be delivered in executed form to the Underwriters. The use of the "Preliminary Official Statement" prepared in connection with the sale of the Bonds is hereby ratified. 11. That the Issuer covenanu to take any action to assure, or refr~iri from any action which would adversely affect, the treatment of the Series 2002-A 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 -il "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-A Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "pnvate business use", as defined in secuon 141(b)(6) of the Code or, if more than 10 percent of the proceeds are so used, that amounts, whether or not received bythe Issuer, with respect to such pnvate business use, do not, under the terms of this Ordinance or anyunderlying arrangement, di-ectly or inidi-ectly, secure or provide for the payment of more than 10 percent of the debt service on the Senes 2002-A Bonds, m contravention of secuon 141(b) (2) of the Code; (b) to take any action to assure that ii the event that the "pnvate business use" described in subsection (a) hereof exceeds 5 percent of the proceeds of the Senes 2002-A Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent >s used fora "pnvate business use" which >s "related" and not "disproportionate", within the meaiurig of section 141(b)(3) of the Code, to the governmental use; (c) to take any action to assure that no amount which u greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Senes 2002-A Bonds (less amounts deposited into a reserve fund, if any) >s directlyor iridirectlyused to finance loans to persons, other than f state or local governmental units, iii contravention of section 141(c) of the Code; (d) to refrain from taking any action which would otherwise result iii the Senes 2002-A Bonds being treated as "pnvate acuvitybonds" within the meaning of secuon 141(b) of the Code; (e) to refrain from taking anyacuon that would result m the Senes 2002-A Bonds iz being "federally guaranteed" within the meaning of section 149(b) of the Code; (f) to refrain from using anyportron of the proceeds of the Series 2002-A 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 Senes 2002-A Bonds, other than investment property acquiredwith -- (1) proceeds of the Senes 2002-A Bonds invested for a reasonable temporaryperiod of 3 years or less , or in the case of Refunding Bonds, 90 days or less until such proceeds are needed for the purpose for which the bonds are issued, (2) amounts invested ii a bona fide debt service fund, within the meaning of section 1.148-1(b) of the Treasury Regulations, and (3) amounts deposited rn any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Senes 2002-A Bonds, (g) to otherwise restrict the use of the proceeds of the Senes 2002-A Bonds or amounts treated as proceeds of the Senes 2002-A Bonds, as may be necessary, so that the Senes 2002-A 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 refundirigs), and (h) to payto the United States of America at least once during each five-yearperiod (beginning on the date of deliveryof the Senes 2002-A Bonds) an amount that u at least equal to 90 percent of the "Excess Earrings", within the meaning of section 148(f) of the Code and to payto the United States of America, not later than 60 days after the Senes 2002-A Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess -13- Earnuigs under section 148(f) of the Code. For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the TreasuryRegulauons and, in the case of a refunduig bond, transferred proceeds (if any) and proceeds of the refunded bonds expended pnor to the date of the issuance of the Bonds. It >s the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated bythe US. Department of the Treasurypuisuant thereto. In the event that regulations or nilirigs are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to complywith any covenant contained herein to the extent that such failure to comply, in the opuuon of nationall~recogruzed bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which unpose additional requirements which are applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nauonall~recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtlierarice of the foregoing, the Mayor, the City Manager, any Assistant City Manager, and the Director of Finance may execuxe any certificates or other reports required by the Code and to make such elections, on behalf of the Ciry, which maybe permitted bythe Code as are consistent with the purpose forthe issuance of the Bonds. In order to facilitate compliance with the above clause (h), a "Rebate Fund" >s hereby established bythe Ciryforthe sole benefit of the United States of Amenca, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the registered owners of the Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. -14- 12. That the City covenants that the property financed with the proceeds of the Refunded Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt bythe Cityof cash or other compensation, unless the City obtains an opiuon of nationall~recogrized bond counsel substantiallyto the effect that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds orthe Refunded Bonds. Forpurposes of this Section, anyportion of the property s financed with the proceeds of the Refunded Bonds comprising personal property and deposed 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 Cityshall not be obligated to complywnth this covenant if it obtains an opiuon of nationallyrecognized bond counsel to the effect that such failure to complywillnot adverselyaffectthe excludabilityforfederalincome taxpurposesfrom gross income of the interest. 13 (a) I~~'rnttons. That as used in this Section, the following terms have the meanings ascribed to such terms below "MSRB" means the Municipal Securities Rulemakirng Board. "NRMSIR" means each person whom the SEC or its staff has deterinined to be a nationallyrecognizedinunicipal securities information repositorywithin the meaning of the Rule from tune to tine. "Rule" means SEC Rule 15c2-12, as amended from tune to tide. "SEC' means the United States Securities and Exchange Commission. "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 infomation depositorywithin the meanirng of the Rule from time to tune. (b) A nraral Repwts. (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 2002, financial infomation and operating data wrath 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 B hereto. Any financial 15- statements so to be provided shall be (1) prepared m accordance with the accounting pnncrples described in Exhibnt B hereto, or such other accounting pnncnples as the City maybe required to employfrom tune to tune pursuant to state law or regulation, and (2) audited, if the Citycomm>ssnons an audit of such statements and the audit >s completed within the period during which they must be provided. If the audit of such financial statements is not complete v~nthin such penod, then the City shall provide unaudited financial statements by the required 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, nt will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) pnor to the next date bywhrch the City othenwrse would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth ui full in one or more documents or may be included by specific reference to any document (including an official statement or other offenng document, if nt >s available from the MSRB) that theretofore has been provnded to each NRMSIR and any SID or filed with the SEC. (c) MatenalEz~tNotzces. TheCityshallnotrfyanySIDandenthereachNRMSIRortheMSRB, in a tunely mariner, of any of the following events with respect to the Serves 2002-A Bonds, if such event >s material within the meaning of the federal secuntres laws: 1 Pnncnpal 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 hqurchtyprovnders, or their failure to perform, 6. Adverse tax opiuons or events affecting the tax-exempt status of the Series 2002-A Bonds, 7 Modnficatnons to rights of holders of the Serves 2002-A Bonds, 8. Serves 2002-A Bond calls, 9 Defeasances, 10. Release, substitution, or sale of propertysecunng repayment of the Serves 2002- ABonds, and 11. Rating changes. -16- The CityshallnotifyanySIDand either each NRMSIR orthe MSRB, in a tunelymanner, of anyfailure bythe Cityto provide financial uiformauon or operating data ui accordance with subsection (b) of this Section by the tune required by such subsection.. (d) Lrnatattaa, Uzsdavres, ara~A~r~lirerns. (i) The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but onlyfor so long as, the Ciryremauis an "obligated person" with respect to the Senes 2002-A Bonds within the meaning of the Rule, except that the Ciry in any event will give notice of any deposit made m accordance with this Ordinance or applicable law that causes any Senes 2002-A Bonds no longer to be outstanding. (u) The provisrons of this Section are forthe sole benefit of the holders and beneficial owners of the Senes 2002-A Bonds, and nothing in this Section, express or unplied, shall give any benefit or any legal or equitable nght, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that maybe relevant or matenal to a complete presentation of the City's financial results, condition, orprospects onto update anyuiforrnation provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such uiforrnation or its usefulness to a decision to invest in or sell Senes 2002-A Bonds at anyfuture date. (iu) UNDERNOCIRCUMSTANCES SHALLTHE CITYBE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY SERIES 2002-A BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGE S RESULTING IN WHOLE GRIN PART FROM ANY BREACHBY THE QTY, WIC THERNE GLIGENT OR WITHOUT FAULT ONITS PART, OF ANY COVENANT SPECdFIED 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 -i7- 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 disdain, waive, or otherwise limit the duties 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 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 perimitted an underwriter to purchase or sell Series 2002-A Bonds in the primary offering of the Series 2002-A 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~orityin aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Serves 2002-A Bonds consent to such amendment or (b) a person that u unaffiliated with the City (such as nationally recognized bond counsel) deterinines that such amendment will not materiallyunpair the interest of the holders and beneficial owners of the Series 2002-A Bonds. If the Cityso amends the provisions of this Section, it shall include with anyamended financial inforimauon 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 inpact of any change in the type of financial information or operating data so provided. The Citymaya]so amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provisions of the Rule or a court of final ~unsdiction 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 lawfullypurchasing orsellingSeries 2002-ABonds in the primaryoffering of the Series 2002-ABonds. 14 That the Series 2002-ABonds iutiallyshall be issued and delivered in such mannerthat -is- no physical distribution of the Series 2002-A Bonds will be made to the public, and The Depository Trust Company ("DTC"), New York, New York, iutiallywill act as depositoryfor the Senes 2002-A Bonds. DTC has represented that it is a limited purpose trust companyincorporatedtinderthe 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 Cityaccepu, but in no way verifies, such representations. The Senes 2002-A Bonds rritiallyauthonzed bythis Ordinance shall be delivered to and registered in the name of CEDE & CO., the nominee of DTC. It is expected that DTC will hold the Senes 2002-A Bonds on behalf of the Underwriters (as defined in Section 10) and theirparticipanu. So long as each Senes 2002-A Bonds >s registered in the name of CEDE & CO., the Paying Agent/Registrar shall treat and deal with DTC the same in all respects as if it were the actual and beneficial owner thereof It >s expected that DTC will maintain a book entry system which will identify ownershp of the Series 2002-A 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-A Bonds initially deposited with DTC shall be immobilized and not be further exchanged for substitute Senes 2002-A Bonds except as hereinafter provided. The Cityis not responsible or liable for anyfunctions of DTC, will not be responsible for paying anyfees or charges with respect to iu services, will not be responsible or liable for mairitairing, supervising, or reviewing the records of DTC or iu participanu, or protecting any interesu or nghu of the beneficial owners of the Senes 2002-A 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 entry system, the beneficial ownership of the Senes 2002-A Bonds, and the method of paying the fees and charges of DTC. The City does not represent, nor does it in any way covenant that the initial book entrysystem established with DTC will be maintained iii the future. Notwithstanding the initial establishment of the foregoing book entry system with DTC, if for any reason any of the -19- originally delivered Serves 2002-A Bonds u duly filed with the Paying Agent/Registrar with proper request fortransferandsubstitution, asprovided formthis Ordinance, substitute Serves 2002-ABonds will be duly delivered as provided in this Orduiance, and there will be no assurance or representation that anybook-entrysystem wi71 be mamtairied for such Serves 2002-A Bonds. In connection with the initial 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. 15. (a) Defease~Banals. That any Serves 2002-A Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaiuiig of this Ordinance, except to the extent provided ui 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 byreason of maturity or otherwise) either (i) shall have been made or caused to be made iri accordance with the terms thereof, or (u, shall have been provided for on or bef ore such due date byirrevocablydepositing with or making available to the Paying Agent/Registrar iri accordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful moneyof the United States of America sufficient to make such payment or (2) Defeasance Securities that mature as to principal and interest ui such amounts and at such tunes as will insure the availability, without reinvestment, of sufficient moneyto 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 tune as a Serves 2002-A Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Serves 2002-A Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes or revenues herein levied and pledged as provided ul this Ordinance, and such principal and interest shall be payable solelyfromsuch moneyorDef easance Securities. Notwithstanding anyotherprovision of this Ordinance to the contrary, it is herebyprovided that anydetermiriationnot to redeem Defeased -zo- Bonds that >s made in conluncuon with the payment arrangements specified in subsection 15(a)(i) or (u) shall not be irrevocable, provided that in the proceedings providing f or such payment arrangements, the Issuer expressly (1) reserves the right to call the Defeased Bonds for redemption, (2) gives notice of the reservation of that right to the owners of the Defeased Bonds unmediatelyfollowingthe making of the payment arrangements, and (3) directs that nonce of the reservation be included in any redemption notices that it authorizes. (b) hzresnrern in Defeasance SecrsntrPS. 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 tunes as hereinbefore set forth, and all income from such Defeasance Securities received bythe Paying Agent/Registrar that >s not required for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the 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 perimtting 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)(~ or (u) All income from such Defeasance Securities received bythe Paying Agent/Registrarwhich >s 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) Defeasane~ Sacunxres Defina~ The term "Defeasance Securities" means (i) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteedbythe United States of America., (u, noncallable obligations of an agencyorinstrumentahty 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 -z i- equivalent, and (iu) noncallable obligations of a state or an agency or a county, murucipahry, or other political subdivision of a state that have been refunded and that, on the date on the date the governing bodyof the Issuer adopts or approves the proceedings authorizing the financial arrangements are rated as to investment quality by a nationally recognized investment sung firm not less than AAA or its equivalent. (d) Paytrtg A~rtt/Regrstrar Seruc~s. 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 payfor such services as required bythis Ordinance. (e) Selee~i gFBwxls fvrD~sanen In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a maturity, the PayingAgent/Registrar shall select, or cause to be selected, such amount of Bonds bysuch random method as it deems fair and appropriate. 16. That the City hereby finds that the refunding of the Refunded Bonds will result in a net present value savings of $2,176,151.51 and a gross savings of $1,965,636.65 17 That concurrentlywiththe deliveryof the Bonds the Ciryshall cause to be deposited with the EscrowAgent (as named in the EscrowAgreement), from the proceeds from the sale of the Bonds and other available moneys of the Ciry, all as described in the letter of instructions referred to in Section 19 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 Ciry Manager and the Ciry Secretary are hereby authorized, for and on behalf of the Ciry, to execute the Escrow Agreement to accomplish such purposes, in substantiallythe form and substance attached to this Ordinance. 18. That the Ciryherebydeterinines that, subject to the dehveryof the Bonds, the Refunded Bonds shall be called for redemption on the respective redemption dates set forth in Schedule I, at the applicable redemption puce to the date fixed for redemption as provided in Schedule I, all in accordance with the applicable provisions of the ordinances authorizing their issuance. The City zz Manager or the designee thereof shall take such actions as are necessary to cause the required nonce of redemption to be given in accordance with the terms of the respective ordinances f or the Refunded Bonds called for redemption. 19 That the proceeds f rom the sale of the Bonds shall be used to fund the escrow established for the benefit of the Refunded Bonds in the Escrow Agreement, and to pay costs of issuance for the Bonds. The foregoing notwithstanding, proceeds representing accrued interest on the Bonds shall be deposited to the credit of the Interest and Redemption Fund. 20. That forallpurposes 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 "hereui', "hereof" and "hereunder" and other words of sunilar unport refer to this Ordinance as a whole and not to anyparticular Section or other subdivision. Except where the context otherwise requires, teams defined in this Ordinance to impart the singular number shall be considered to include the plural number and vice versa. References to anynamed person means that partyand its successors and assigns. References to anyconstitutional, statutoryor regulatoryprovision means such provision as n exists on the date this Ordinance >s adopted by the City and any future amendments thereto orsuccessorprovisions thereof Anyreference to the payment of pnncipalinthis Ordinance shall be deemed to include the payment of any mandatory sinking fund redemption payments as described herein. Any reference to "FORM OF BOND" shall refer to the form of the Bonds set forth in Exhibit A to this Ordinance. The titles and headings of the Sections and subsections of this Ordinance have been inserted for convenience of reference onlyand are not to be considered a part hereof and shall not in any way modify or restnct any of the terns or provisions hereof The findings set forth in the preamble to this Ordinance are herebyincorporatedmto the body of this Ordinance and made a part hereof for all purposes. -23- 21. That all ordinances and resolutions or parts thereof m conflict herewith are hereby repealed. 22. That in accordance with the provysions of Section 1201.028, Texas Government Code, this Orduiance shall be effective immediately upon its adoption by the City Council 23 That it is herebyofficiallyfotind and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the tune, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. ADOPTED this December 10, 2002. c~ Mayor, City of Fort Worth, Texas ATTEST City Secretary, City of Fort orth, Texas APPROVED AS TO FORM AND LEGALITY v~L ~~ City Attorney, City of Fort Worth, xas ~.. +~ ~~ w ~ w r ~ ~~ µ • (SEAL), .~ `- j~ _ -24- SQ-~DULE I QTYOF FORT WORTH, TEXAS GENERAL PURPOSE REFUNDING BONDS, SERIES 1993-A, dated July 1, 1993, bonds maturing on March 1 ul each of the years 2004 through 2009, inclusive, ui the followuig principal amounts: 2004 $12,720,000 2005 $ 6,945,000 2006 $ 6,975,000 2007 $ 5,620,000 2008 $ 3,430,000 2009 $ 900,000 aggregating $36,590,000 ui principal amount, REDEMPTION DATE March 1, 2003 QTY OF FORT WORTH, TEXAS GENERAL PURPOSE BONDS, SERIES 1994, dated January 15, 1994, all bonds maturing on March 1 in each of the years 2004 through 2009, inclusive, ul the following principal amounts: 2004 $500,000 2005 $500,000 2006 $500,000 2007 $500,000 2008 $500,000 2009 $500,000 aggregating $3,000,000 iri principal amount; REDEMPTION DATE March 1, 2003 The redemption price for all of the obligations described above is par plus accrued interest to the date fixed for redemption. -25- EXHIBIT A NO. UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF TA.RRAN'I' AND DENTON QTY OF FORT WORTH, TEXAS GENERAL PURPOSE REFUNDING BOND, SERIES 2002-A December 1, 2002 ON THE MATURITY DATE SPECIFIED ABOVE, THE QTY 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 payinterest thereon, from the OrYginal Issue Date specified above, to the maturitydate specified above, at the rate of interest per annum specified above, with said interest being payable on March 1, 2003, and semiaririually on each September 1 and March 1 thereafter; except that if the Paying Agent/Registrar's Authentication Certificate appearing on the face of this Bond is dated later than March 1, 2003, such interest is payable semiai~riuallyon each March 1 and September 1 following such date. THE PRINCIPAL OF AND INTEREST ONthis 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 trust office in Fort Worth, Texas (the "Designated Payment Office"), of Bank One, National Association, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made bythe Paying Agent/Registrar to the registered owner hereof as shown bythe Registration Books kept bythe 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 bythe Paying Agent/Registrar on, and payable solelyfrom, 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, fast-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 bythe Paying Agent/Registrar, as hereinafter described. Anyaccnied interest due at maturity shall be paid to the registered owner upon presentation and surrender of this Bond for payment at the Designated Payment Office of the Paying Agent/Registrar The Issuer covenants with the registered owner of this Bond that no later than 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 bythe ordinance authorizing the Bonds (the "Ordinance") the amounts required to provide forthe payment, in immediatelyavailable 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 merest have been received from the Issuer. Nonce 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 priorto the Special Record Date byUrited States mail, first class postage prepaid, to the address of each registered owner of a Bond appearing on the registration books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such nonce. IF THE DATE forthe payment of the principal of ornterest onthis Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking uistitutions n the city where the Designated Payment Office of the Paying Agent/Registrar >s located are authorized bylaw or executive order to close, then the date for such payment shall be the next succeeding daywhrch >s not such a Saturday, Sunday, legal holiday, or day on which bankng restitutions 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 f oregong, during anyperiod m which ownerslip of the Bonds is determined only bya book entryat a securities depositoryforthe Bonds, anypayment to the securities depository, or its nomnee or registered assigns, shall be made n accordance with existing arrangements between the Issuer and the securities depository THIS BOND >s one of a Series of Bonds of like tenorand effect except as to number, principal amount, interest rate, and maturity, authorized n accordance with the Constitution and laws of the State of Texas n the principal amount of $38,580,000, for the purpose of refunding those bonds of the City designated n the Ordnance as the "Refunded Bonds" ALL BONDS OF THIS SERIES are issuable solelyas fullyregistered bonds, without interest coupons, n the denomnation of anyntegral multiple of $5,000. As provided n the Ordnance, 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 merest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the same maturity date, and bearing merest at the same rate, n any denomnation or denomnations n any ntegral multiple of $5,000 as requested n writng by the appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of this Bond to the Payng Agent/Registrar at its Designated Trust Office (as defined n the Ordnance) for cancellation, all n accordance with the form and procedures set forth n the Ordnance. Among other requi-ements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Reg- istrar, together with proper nstruments of assignment, n form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencng assignment of this Bond or any portion or portions hereof n anyntegral multiple of $5,000 to the assignee or assignees n whose name or names this Bond or anysuch portion or portions hereof >s 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 >s not exclusive, and other nstruments of assignment satisfactoryto the PayngAgent/Registrar maybe used to evidence the assignment of this Bond or any portion or portions hereof from time to tune by the registered owner The one requesting such exchange shallpaythe PaymgAgent/Registrar's reasonable standard or customaryfees and charges for exchangng anyBond orportion thereof. The foregong notwithstandng, n the case of the exchange of an assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid bythe one requesung such assigrunent, transfer, or exchange as a condition precedent to the exercise of such privilege. WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securiues depositoryforthe Bonds, the foregoing requiremenu of holding, delivering ortransferiYng this Bond shall be modified to require the appropriate person or enutyto meet the requiremenu of the securiues depository as to registering or transferring the book entryto 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 promptly will appoint a competent and legally qualified subsutute therefor, and promptlywill cause written nonce thereof to be mailed to the registered owners of the Bonds. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series of which it LS a part, is dulyauthorized bylaw; that all acts, condiuons and things required to be done precedent to and m the issuance of this series of bonds, and of this Bond, have been properly done and performed and have happened in regular and due tune, form and manner as required 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 this Bond and the series of which it is a part; and that the total indebtedness of said City of Fort Woitli, Texas, including the enure series of bonds of which this is one, does not exceed any consutuuonal, statutory or charter liirutauon. 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 Ordularice u dulyrecorded and available f or inspection iri the official minutes and records of the goveriung 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 facsunile signature of the Mayor of said City, attested with the manual or facsunile signature of the City Secretary and approved as to form and legalitywith the manual or facsunile signature of the City Attorney, and the official seal of the Issuer has been duly affixed to, or impressed, or placed ul facsunile, on th>s Bond. ATTEST City Secretary Mayor APPROVED AS TO FORM AND LEGALITY xxxxxxxx (SEAL) City Attorney FORM OF PAYINC'T AC'TENT/REC'TIS AR'S Ai .NTIC'AT1C)N C'ERTIFIC'ATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been issued under the provisions of the proceedings adopted by the Issuer as described ui the text of this Bond, and that this Bond has been issued in conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which onginally was approved by the Attorney General of the State of Texas and registered bythe Comptroller of Public Accounts of the State of Texas. Dated: BANK ONE, NATIONAL ASSOCIATION, Paying Agent/Registrar By Authorized Representative ~° FORM OF COMPTROLLER'S CERTIFICATE (ATTACHED TO THE BONDS UPON INITIAL DELIVERY THEREOF) OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO I hereby cerafy that there >s on file and of record ul 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 >s a valid and binding obligation of the City of Fort Worth, Texas, payable ul the manner provided 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 '`¶not to be on bond 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 fine of the New York Stock Exchange or a commercial bank or trust company NOTICE The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in everypartrcular, without alteration or enlargement or any change whatsoever The punter of the Serves 2002-A Bonds is hereby authorized to print on the Serves 2002-A Bonds (i) the form of bond counsel's opinion relating to the Series 2002-A Bonds, and (u) an appropriate statement of insurance furnished bya municipal bond irisurarice companyproviding municipal bond insurance, rf any, covering all or anypart of the Series 2002-A Bonds. Exhibit B 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 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 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, 2001" Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to above. THE STATE OF TEXAS COUNTIES OF T1?~tRANT AND DENTON QTY OF FORT WORTH I, Glona Pearson, City Secretary of the City of Fort Worth, in the State of Texas, do hereby certifythat I have compared the attached and f oregoiig excerpt from the minutes of the regular, open, public meeting of the CiryCouncil of the Ciryof Fort Worth, Texas held on December 10, 2002, and of Ordinance No. t~ 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, th>s 10th dayof December, 2002. A ~~ rF` ~^; (SEAL) ~,, 1 ~~ . ~~~ - ,;~ Fjr1+,r ,~ City Secretary o e Ciry of Fort W ,Texas