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HomeMy WebLinkAboutOrdinance 14729ORDINANCE NO -2- AN ORDINANCE PROVIDING FOR THE ISSUANCE OF NINETEEN MILLION DOLLARS ($19,000,000) OF THE GENERAL PURPOSE BONDS, SERIES 2001A, 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 ") that certain general purpose bonds authorized at elections previously held in said City be combined in a single issue and sold at this time, the dates of election, amount of bonds authorized thereat, purpose, amount of bonds previously sold, and the amount now to be sold being as follows DATE OF AMOUNT AMOUNT AMOUNT ELECTION AUTHORIZED PURPOSE PREVIOUSLY SOLD NOW OFFERED May 22, 1982 $ 77,285,000 Street Improvements $77,050,000 $ -0- March 22, 1986 5,750,000 Public Safety Improvements 5,110,000 -0- March 22, 1986 16,650,000 Park & Rec Improvements 15,997,000 -0- February 7, 1998 80,000,000 Street Improvements 38,035,000* -0- February 7, 1998 20,700,000 Conv Ctr Improvements 1,700,000* 19,000,000+ February 7, 1998 11,800,000 Park & Rec Improvements 8,230,000* -0- February 7, 1998 4,800,000 Fire Safety Improvements 2,900,000* -0- February 7, 1998 2,700,000 Library Improvements 500,000* -0- $ 219,685,000 $149,522,000 ** $19,000,000 * Includes commercial paper notes, as further described below ** Includes commercial paper notes, but excludes the $1,000,000 commercial paper notes previously sold for Convention Center Improvements that are being refunded by the Bonds, as further described below I + Includes the $1,000,000 commercial paper notes previously sold for Convention Center Improvements that are being refunded by the Bonds, as further described below WHEREAS, on May 26, 1998, the City Council passed Ordinance No 13457 ( "Ordinance No 13457 "), pursuant to which the City authorized the issuance from time to time of up to $75,000,000 of its General Purpose Commercial Paper Notes, Series B (the "Commercial Paper Notes "), for the purpose of financing "Project Costs" of "Eligible Projects" (as each term is defined in Ordinance No 13457), and WHEREAS, the Eligible Projects correspond to purposes and amounts described in the above table reciting the voted authority of the City to issue general purpose bonds, and WHEREAS, the proceedings relating to the February7,1998 bond election were submitted to the Public Finance Division of the Office of the Attorney General in connection with that office's approval of Ordinance No. 13457 and the issuance of Commercial Paper Notes thereunder; and WHEREAS, the Cityheretofore has issued and there are currently outstanding $30,000,000 in principal amount of the Commercial Paper Notes (the "Outstanding Commercial Paper Notes "), and WHEREAS, the Outstanding Commercial PaperNotes were issued forthe following purposes, to -wit, Street and Storm Sewer Improvements ($21,300,000), Convention Center Improvements ($2,700,000), Park and Recreation Improvements ($4,000,000), Fire Safety Improvements ($1,500,000) and Library Improvements ($500,000), all under authority of the election held February 7, 1998, and WHEREAS, in accordance with the terms of Ordinance No. 13457, the amount of authorized but unissued bonds for Street Improvements that maybe issued under authority of the election held February 7, 1998 is $41,965,000; the amount of authorized but unissued bonds for Convention Center Improvements that maybe issued under authontyof the election held February7,1998 is $18,000,000; the amount of authorized but unissued bonds for Park and Recreation Improvements that maybe issued under authority of the election held February 7, 1998 is $3,570,000; the amount of authorized but unissued bonds for Fire Safety Improvements that maybe issued under authority of the electron held February 7, 1998 is $1,900,000; and the amount of authorized but unissued bonds for Library Improvements that maybe issued under authontyof the election held February7, 1998 is $2,200,000; and WHEREAS, the City Council has determined to refund $1,000,000 of the outstanding $2,700,000 commercial paper notes issued for the Convention Center Improvements, and WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to the laws of the State of Texas, including specifically Chapter 1371, Texas Government Code, with respect to the refunding of the commercial paper notes issued for the Convention Center Improvements, and WHEREAS, it is deemed advisable and to the best interest of the Citythat the bonds to be sold pursuant to the aforesaid elections be sold at this tune, pursuant to the laws of the State of Texas. 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 of Fort Worth, Texas (the "City' or the "Issuer') to be called "General Purpose Bonds, Serves 2001A" (the "Bonds" or the "Serves 2001A Bonds "), be issued under and by virtue of the Constitution and laws of the State of Texas and the Charter of sand City in the aggregate principal amount of Nineteen Million Dollars ($19,000,000) for the purpose of constructing convention center improvements. Of this aggregate principal amount of bonds authorized, One Million Dollars ($1,000,000) shall be issued to refund a like principal amount of outstanding commercial paper notes issued for convention center improvements. 2. That the Series 2001A Bonds shall be dated July 15, 2001, shall be m the denomination of $5,000 each, or any mtegral multiple thereof, shall be numbered consecutively from R 1 upward, and shall mature on the maturity date, m each of the years, and m the amounts, respectively, as set forth in the following schedule: -3- MATURITY DATE MARCH 1 2002 950,000 2012 950,000 2003 950,000 2013 950,000 2004 950,000 2014 950,000 2005 950,000 2015 950,000 2006 950,000 2016 950,000 2007 950,000 2017 950,000 2008 950,000 2018 950,000 2009 950,000 2019 950,000 2010 950,000 2020 950,000 2011 950,000 2021 950,000 3 (a) That the City reserves the right to redeem the Series 2001A Bonds maturing on or after March 1, 2012, in whole or in part, on March 1, 2011, or on any date thereafter, for the principal amount thereof plus accrued interest thereon to the date fixed for redemption. The years of maturity of the Series 2001A Bonds called for redemption at the option of the Citypnor to stated matuntyshall be selected bythe City The Series 2001A Bonds or portions thereof redeemed within a matuntyshall be selected by lot or other method by the Paying Agent /Registrar (hereinafter defined), Proudh� that during anypenod in which ownership of the Bonds is determined onlybya book entry at a securities depository for the Series 2001A Bonds, if fewer than all of the Series 2001A Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Series 2001A Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository (b) The Bonds are not subject to mandatorysunkmg fund redemption. -4- (c) At least 30 days prior to the date fixed for any such redemption the City shall cause (i) a written notice of such redemption to be deposited in the United States Mail, fast -class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books (hereinafter defined) of the Paying Agent /Registrar and (u) notice of such redemption either to be published one (1) time in or posted electronically on the website of a financial journal or publication of general circulation in the United States of America or the State of Texas carrying as a regular feature notices of municipal bonds called for redemption, provided however, that the failure to send, mail, or receive such notice described in @ above, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Series 2001A Bond, and it is hereby specifically provided that the provision of notice described in (u) above shall be the only notice actually required in connection with or as a prerequisite to the redemption of any Series 2001A Bonds. Bythe date fixed for anysuch redemption, due provision shall be made with the Paying Agent /Registrar for the payment of the required redemption price for the Series 2001A Bonds or the portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, the Series 2001A Bonds or the portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, and shall not bear interest after the date fixed for their redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent /Registrar out of the funds provided for such payment. The Paying Agent /Registrar shall record in the registration books all such redemptions of principal of the Series 2001A Bonds or any portion thereof If a portion of any Series 2001A Bond shall be redeemed a substitute Series 2001A Bond or Series 2001A Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the 5- written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in this Ordinance. In addition to the foregoing, the Cityshall cause the Paying Agent /Registrar to give notice of any such redemption in the manner set forth in Section 5(h) hereof The failure to cause such notice to be given, however, or any defect therein, shall not affect the validity or effectiveness of such redemption. 4 That the Series 2001A Bonds scheduled to mature during the years, respectively, set forth below shall bear interest at the following rates per annum: maturities 2002, 5 00% maturities 2003, 5 00% maturities 2004,4.75% maturities 2005, 4.50% maturities 2006, 4.50% maturities 2007,4.50% maturities 2008, 4.50% maturities 2009, 4.50% maturities 2010, 4.50% maturities 2011, 4.50% maturities 2012, 4.50% maturities 2013, 4.60% maturities 2014, 4.70% maturities 2015, 4.75% maturities 2016, 4.75% maturities 2017,4.75% maturities 2018, 4.75% maturities 2019,4.75% maturities 2020, 4.75% matunties 2021, 4.75% Sand interest shall be payable to the registered owner of any such Series 2001A Bond in 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 in Houston, Texas (the "Designated Trust Office ") of The Chase Manhattan Bank (the "Paying Agent /Registrar "), or such other bank, trust company, financial institution, or other agency named in accordance with the provisions of (g) below, books or records of the registration and transfer of the Series 2001A 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; and the Paying Agent /Registrar shall make such transfers and registrations as herein pro- 6- 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 Series 2001A Bonds shall be mailed, as herein provided. The City or its designee shall have the right to inspect the Registration Books during 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 by law, shall not permit their inspection by any other entity Registration of each Series 2001A Bond may be transferred in the Registration Books only upon presentation and surrender of such bond to the Paying Agent /Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satrsfactoryto 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 right of such assignee or assignees to have such bond or any such portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of anySenes 2001A Bond or anyportion thereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herein provided. (b) The entity in whose name any Series 2001A Bond shall be registered in the Registration Books at any time shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether or not such bond shall be overdue, and the City and the Paying Agent /Registrar shall not be affected by any notice to the contrary, and payment of, or on account of, the principal of, premium, if any, and interest on any such bond shall be made only to such registered owner All such payments shall be valid and effectual to satisfy and discharge the habihtyupon such bond to the extent of the sum or sums so paid. (c) The Cityherebyfurther appoints the Paying Agent / Registraroo act as the paying agent for paying the principal of and interest on the Series 2001A Bonds, and to act as its agent to exchange or -7- replace Series 2001A Bonds, all as provided in this Ordinance. The Paying Agent /Registrar shall keep proper records of all payments made by the City and the Paying Agent /Registrar with respect to the Series 2001A Bonds, and of all exchanges thereof, and all replacements thereof, as provided in this Ordinance. (d) Each Series 2001A Bond may be exchanged for fully registered bonds in the manner set forth herein. Each bond issued and delivered pursuant to this Ordinance, to the extent of the unre- deemed 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 satisf actoryto the Paying Agent /Registrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons, in the form prescribed in the FORM OF BOND set forth in this Ordinance, in the denomi- nation of $5,000, or any integral multiple thereof (subject to the requirement hereinafter stated that each substitute bond shall have a single stated matuntydate), as requested in writing by-such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unredeemed principal amount of anySenes 2001A Bond or Series 2001A Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case may be. If a portion of any Series 2001A Bond shall be redeemed prior to its scheduled maturity as provided herein, a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in the denomination or denominations of any integral multiple of $5,000 at the request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation. If any Series 2001A Bond or portion thereof is assigned and transferred, each bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the bond for which it is being exchanged. Each substitute 8- bond shall bear a letter and/or number to distinguish it from each other bond. The Paying Agent /Registrar shall exchange or replace Series 2001A Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or replacement of any Series 2001A Bond or portion thereof as permitted or required byanyprovision of this Ordinance shall constitute one of the Series 2001A Bonds for all purposes of this Ordinance, and may again be exchanged or replaced. It is specificallyprovided, however, that anySenes 2001ABond delivered in exchange for or replacement of another Series 2001A Bond prior to the fast scheduled interest payment date on the Series 2001A Bonds (as stated on the face thereof) shall be dated the same date as such Series 2001A 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 it shall be dated as of such date of delivery, provided, however, that if at the time of delivery of anysubstitute bond the interest on the bond for which it is being exchanged has not been paid, then such substitute bond shall be dated as of the date to which such interest has been paid in full. On each substitute bond issued in exchange for or replacement of anySenes 2001A Bond or Series 2001A Bonds issued underthis Ordinance there shall be printed 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 /Registrarshall, before the dehveryof 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 promptly shall cancel all Series 2001A Bonds surrendered for exchange or replace- ment. No additional ordinances, orders, or resolutions need be passed or adopted bythe GtyCouncil or any other body orperson so as to accomplish the foregoing exchange or replacement of anySenes 2001A Bond or portion hereof, and the Paying Agent /Registrar shall provide for the printing, execu -9- tion, and delivery of the substitute bonds in the manner prescribed herein, and said bonds shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength. Pursuant to Chapter 1206, Texas Government Code, the duty of exchange or replacement of any Series 2001A Bond as aforesaid is hereby unposed upon the Paying Agent /Registrar, and, upon the execution of said Paying Agent /Registrar'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 Series 2001A Bonds which originally were delivered pursuant to this Ordinance, approved bythe AttorneyGeneral, and registered bythe Comptroller of Public Accounts. Neitherthe Citynorthe Paying Agent /Registrarshall be required (1) to issue, transfer, or exchange any bond during a period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption of bonds and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any bond so selected for redemption in whole when such redemption is scheduled to occur within 30 calendar days. (e) All Series 2001A Bonds issued in exchange or replacement of anyother Series 2001A Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Series 2001A Bonds to be payable only to the registered owners thereof, (u) maybe redeemed prior to their scheduled matunties, (1) maybe transferred and assigned, (iv) maybe exchanged for other Series 2001A Bonds, (y) shall have the charactenstics, (vi) shall be signed and sealed, and (vu) the principal of and interest on the Series 2001A 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 Cityshall paythe Paying Agent /Registrar's reasonable and customary fees and charges for making transfers of Series 2001A Bonds, but the registered owner of any Series 2001A Bond requesting such transfer shall pay any taxes or other governmental charges required to be paid with no- respect thereto. The registered owner of anySenes 2001A Bond requesting any exchange shall paythe Paying Agent /Registrar's reasonable and standard or customary fees and charges for exchanging any such 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 2001A 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 2001A Bonds that it will @ paythe reasonable and standard or customary fees and charges of the Paying Agent /Registrar for its services with respect to the payment of the principal of and interest on the Series 2001A Bonds, when due, and (u) paythe fees and charges of the Paying Agent /Registrar for services with respect to the transfer or registration of Series 2001A Bonds solely to the extent above provided, and with respect to the exchange of Series 2001A Bonds solely to the extent above provided. (g) The City covenants with the registered owners of the Series 2001A Bonds that at all tunes while the Series 2001A Bonds are outstanding the City will provide a competent and legally qualified bank, trust company, financial institution, or other agencyto act as and perform the services of Paying Agent /Registrarforthe Series 2001ABonds underthis Ordinance, and that the Paying Agent /Registrar will be one entity The City reserves the right to, and may, at its option, change the Paying Agent /Registrar upon not less than 60 days written notice to the Paying Agent /Registrar In the event that the entity at anytime 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 promptlylt 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 _11_ state, authonzed under such laws to exercise trust powers, subject to supervision or examination by federal or state authonty, and whose qualifications substantially are similar to the previous Paying Agent /Registrar to act as Paying Agent /Registrar under this Ordinance. Upon any change in the Paying Agent /Registrar, the previous Paying Agent /Registrar promptly shall transfer and deliver the Registration Books (or a copythereof), along with all otherpertment books and records relating to the Senes 2001A Bonds, to the new Paying Agent /Registrar designated and appointed bythe City Upon any change in the Paying Agent /Registrar, the City promptly will cause a wntten notice thereof to be sent bythe newPaying Agent /Registrarto each registered owner of the Senes 2001A Bonds, byUrnted States Mail, postage prepaid, which notice also shall give the address of the new Paying Agent/Regis- trar Byaccepting the positron and performing as such, each Paying Agent /Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent /Registrar (h) (i) In addition to the manner of providing notice of redemption of Senes 2001A Bonds as set forth in this Ordinance, the Paying Agent /Registrar shall give notice of redemption of Senes 2001A Bonds by Uruted States Mail, fast -class postage prepaid, at least thirty (30) days pnor to a redemption date to each NRMSIR (as defined in Section 14 hereof) and the SID (as defined in Section 14 hereof) In addition, in the event of a redemption caused by an advance refunding of the Senes 2001A Bonds, the Paying Agent /Registrar shall send a second notice of redemption to the persons specified in the immediately preceding sentence at least thirty (30) days but not more than nmety(90) days pnorto the actual redemption date. Anynotice sent to the NRMSIRs orthe SID shall be sent so that they are received at least two (2) days pnor to the general mailing or publication date of such notice. The Paying Agent /Registrar shall also send a notice of prepayment or redemption to the owner of anySenes 2001A Bond who has not sent the Senes 2001A Bonds m for redemption sixty (60) days after the redemption date. 12 (u) Each redemption notice, whether required in the FORM OF BOND or otherwise by this Ordinance, shall contain a description of the Series 2001A Bonds to be redeemed, including the complete name of the Series 2001A Bonds, the series, the date of issue, the interest rate, the maturity date, the CUSIP number, if any, the amounts called of each certificate, the publication and mailing date for the notice, the date of redemption, the redemption price, the name of the Paying Agent /Registrar and the address at which the Series 2001A Bond maybe redeemed, including a contact person and telephone number (1) All redemption payments made bythe Paying Agent /Registrarto the registered owners of the Series 2001A Bonds shall include CUSIP numbers relating to each amount paid to such registered owner 6. The form of all Series 2001A Bonds, including the form of the Comptroller's Registration Certificate to accompany the Series 2001A Bonds on the initial delivery thereof, the form of Paying Agent /Registrar's Authentication Certificate, and the Form of Assignment to be printed on each of the Series 2001A Bonds, shall be, respectively, substantlallyas follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance: -13- NO UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF TAEZRAN'T AND DENTON QTY OF FORT WORTH, TEXAS GENERAL PURPOSE BOND SERIES 2001A JULY 15, 2001 ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, TEXAS (the "Issuer'), being a political subdivision of the State of Texas, hereby promises to pay to or to the registered assignee hereof (either being hereinafter called the "registered owner ") the principal amount of- DOLLARS and to payinterest thereon, from the Original Issue Date specified above, to the maturitydate specified above, or the date of its redemption prior to scheduled maturity, at the rate of interest per annum specified above, with said interest being payable on March 1, 2002, and semiannually on each September 1 and March 1 thereafter; except that if the Paying Agent /Registrar's Authentication Certif- icate appearing on the face of this Bond is dated laterthan March 1, 2002, such interest is payable senu- annually on each September 1 and March 1 following such date. THE PRINCIPAL OF AND INTEREST ONthis Bond are payable in lawful moneyof the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or redemption prior to maturity at the designated corporate trust office in Houston, Texas (the "Designated Payment Office "), of The Chase Manhattan Bank, 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 by the Registration Books kept by the Paying Agent /Registrar at the close of business on the 15th day of the month next preceding such interest payment date by check, dated as of such interest payment date, drawn by the Paying Agent /Registrar on, and payable solely from, funds of the Issuer required to be on deposit with the Paying Agent /Registrar for such purpose as hereinafter provided, and such check shall be sent bythe Paying Agent /RegistrarbyUhited States mail, first -class postage prepaid, on each such interest payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying Agent /Registrar, as hereinafter described. Any accrued interest due at maturity or upon redemption of this Bond prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for redemption and payment at the Designated Payment Office of the Paying Agent /Registrar The Issuer 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 for the payment, in immediately available 14- funds, of all principal of and interest on the Bonds, when due. IN THE EVENT OF A NON-PAYMENT of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date ") will be established by the Paying Agent /Registrar, if and when funds for the payment of such interest have been received from the Issuer Notice of the Special Record Date and of the scheduled payment date of the past due interest ( "Special Payment Date ", winch shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date byUruted States mail, fast 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 or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on winch banking institutions in the city where the Designated Payment Office of the Paying Agent /Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on winch 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 winch ownership of the Bonds is determined only bya book entryat a securities depository for the 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, maturity and option of redemption, authorized in accordance with the Constitu- tion and laws of the State of Texas in the principal amount of $19,000,000, for the following purposes, to -wit: to construct convention center improvements, and to refund a portion of the outstanding commercial paper notes of the Cityissuedto finance construction of convention center improvements. ON MARCH 1, 2011, or on any date thereafter, the Bonds of this Series maturing on March 1, 2012 and thereafter maybe redeemed prior to their scheduled maturities, at the option of the Issuer, in whole, or in part, at par and accrued interest to the date fixed for redemption. The years of maturity of the Bonds called for redemption at the option of the Citypnor to stated matuntyshall be selected by the City The Bonds or portions thereof redeemed within a maturity shall be selected by lot or other method by the Paying Agent /Registrar; pwudh� that during any period in which ownership of the Bonds is detennined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the Issuer and the securities depository AT LEAST 30 days prior to the date fixed for anysuch redemption (a) a written notice of such redemption shall be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, fast class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books of the Paying Agent /Registrar and (b) notice of such redemption either shall be published one (1) time in or posted electronically on the website of a financial journal or publication of general circulation in the United States of America or the State of Texas carrying as a regular feature notices of municipal bonds called for redemption, provided, however, that the failure to send, mail, or receive such notice described in -15- (a) above, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of anyBond, and the Ordinance provides that the provision of notice as described in (b) above shall be the only notice actually required in connection with or as a prerequisite to the redemption of any Bond. By the date fixed for any such redemption due provision shall be made by the Issuer with the Paying Agent /Registrar for the payment of the required redemption price for this Bond or the portion hereof which is to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, this Bond, or the portion hereof which is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled maturity, and shall not bear interest after the date fixed for its redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent /Registrar out of the funds provided for such payment. The Paying Agent /Registrar shall record in the Registration Books all such redemptions of principal of this Bond or any portion hereof If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the same matuntydate, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Ordinance. ALL BONDS OF THIS SERIES are issuable solely as fullyregistered bonds, without interest coupons, in the denomination of any integral multiple of $5,000 As provided in the Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of fullyregistered bonds, without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case maybe, having the same maturity date, and bearing interest at the same rate, in any denomination or denominations in anymtegral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee, or assignees, as the case maybe, upon surrender of this Bond to the Paying Agent /Registrar at its Designated Trust Office (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 /Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent /Registrar, evidencing assignment of this Bond or any portion or portions hereof in anyintegral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be transferred and registered. The form of Assignment printed or endorsed on this Bond maybe executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactoryto the Paying Agent /Registrar maybe used to evidence the assignment of this Bond oranyportion or portions hereof from time to time bythe registered owner The one requesting such exchange shall pay the Paying Agent /Registrar's reasonable standard or customary fees and charges for exchanging any Bond or portion thereof The foregoing notwithstanding, in the case of the exchange of a portion of a Bond which has been redeemed pnor to maturity, as provided herein, and in the case of the exchange of an assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying Agent /Registrar will be paid by the Issuer In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, or exchange as a condition precedent to the exercise of such privilege. In any circumstance, neither the Issuer nor the Paying Agent /Registrar shall be required (1) to make anytransfer or exchange during a period beginning at the opening of business -16- 30 days before the day of the fast mailing of a notice of redemption of bonds and ending at the close of busiriess on the day of such mailing, or (2) to transfer or exchange any Bonds so selected for redemption when such redemption is scheduled to occur within 30 calendar days. WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entityto meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. IN THE EVENT anyPaying Agent /Registrar for the 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 substitute therefor, and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series of which it is a part, is dulyauthonzed bylaw; that the bonds issued for the permanent improvements heretofore described were approved by a vote of the resident, qualified electors of the City of Fort Worth, Texas, voting at an election held for that purpose within said City on February 7, 1998, that all acts, conditions and things required to be done precedent to and in the issuance of this series of bonds, and of this Bond, have been properly done and performed and have happened in regular and due time, form and manner as required by law, that sufficient and proper provision for the levy and collection of taxes has been made, which, when collected, shall be appropriated 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 Worth, Texas, including the entire series of bonds of which this is one, does not exceed any constitutional, statutory or charter limitation. BY BECONIING 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 body of the Issuer, and agrees that the terms and provisions of this Bond and the Ordinance constitute a contract between each registered owner hereof and the Issuer -17 IN WITNESS WI- EREOF, 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 form and legality with the manual or facsimile signature of the City Attorney, and the official seal of the Issuer has been duly affixed to, or impressed, or placed in facsimile, on this Bond. ATTEST City Secretary Mayor APPROVED AS TO FORM AND LEGALITY xxxxx}xX City Attorney (SEAL) Igo) IN UV • ) 0 MW 11061 IFA Oki 016W rC : t lr.l 011 Wk,% 11010110 "A r : r PAYING AGENT /REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been issued under the provisions of the proceedings adopted by the Issuer as described in the text of this Bond, and that this Bond has been issued in conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which onginally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated. THE CHASE MANHATTAN BANK, Paying Agent /Registrar By Authorized Representative -18- ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed. NOTICE Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company 19- NOTICE The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement or any change whatsoever. FORM OF COMPTROLLER'S 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 in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by him as required by law, and that he finds that it has been issued in 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 in the mannerprovided byand in the ordinance authorizing 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 The printer of the Series 2001A Bonds is herebyauthonzed to print on the Series 2001A Bonds (i) the form of bond counsel's opinion relating to the Series 2001A Bonds, and (u) an appropriate statement of insurance furnished by municipal bond insurance company providing municipal bond insurance, if any, covering all or anypart of the Series 2001A Bonds. 7 That a special fund or account, to be designated the "City of Fort Worth, Texas Series 2001A 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 principal of the Series 2001A Bonds. All taxes levied and collected for and on account of the Series 2001A Bonds shall be deposited, as collected, to the credit of the Interest and Redemption Fund. During each year while anyof the Series 2001A Bonds is outstanding -20- 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 for tax delinquencies and costs of tax collections, which will be sufficient to raise and produce the money required to paythe interest on the Senes 2001A Bonds as such interest comes due, and to provide a sinking fund to pay the principal (including mandatorysunlung fund redemption payments, if any) of the Senes 2001A Bonds as such pnncipal matures, but never less than 2% of the outstanding principal amount of the Senes 2001A Bonds as a sinking fund each year Said rate and amount of ad valorem tax is herebyordered to be levied and is herebylevied against all taxable propertyin the Cityfor each year while any of the Series 2001A 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 interest on and principal of the Senes 2001ABonds, as such interest comes due, and such principal matures or comes due through operation of the mandatory sinking fund redemption, if any, as provided in the FORM OF BOND, are hereby pledged for such purpose, within the limit prescribed bylaw There shall be appropriated from the General Fund of the City for deposit into the Interest and Redemption Fund moneys as may be necessary to pay the first scheduled interest payment on the Senes 2001A Bonds. 8 (a) In the event any outstanding Senes 2001A Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent /Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal amount, matunty, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Senes 2001A Bond, in replacement for such Senes 2001A Bond in the manner hereinafter provided. (b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Senes 2001A Bonds shall be made to the Paying Agent /Registrar In every case of loss, theft, or destruction of a Series 2001A Bond, the applicant for a replacement bond shall furnish to the City and to the Paying -21- Agent /Registrar such security or indemnity as maybe required bythem to save each of them harmless from any loss or damage with respect thereto Also, in every case of loss, theft, or destruction of a Senes 2001A Bond, the applicant shall furnish to the City and to the Paying Agent /Registrar evidence to their satisfaction of the loss, theft, or destruction of such Series 2001A Bond, as the case maybe. In every case of damage or mutilation of a Senes 2001A Bond, the applicant shall surrender to the Paying Agent /Registrar for cancellation the Senes 2001A Bond so damaged or mutilated. (c) Notwithstanding the foregoing provisions of this Section, in the event any such Senes 2001A Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Senes 2001A Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or muti- lated Senes 2001A Bond) instead of issuing a replacement Series 2001A Bond, provided security or indemnity is furnished as above provided in this Section. (d) Prior to the issuance of anyreplacement bond, the Paying Agent /Registrar shall charge the owner of such Series 2001A Bond with all legal, printing, and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section byvi tue of the fact that any Series 2001A Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Series 2001A Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Series 2001A Bonds duly issued under this Ordinance. (e) In accordance with Chapter 1206, Texas Government Code, this Section of this Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further action bythe governing bodyof the Cityor anyotherbodyorperson, 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 in the form and manner and with the effect, as provided in Section -22 5(d) of this Ordinance for Series 2001A Bonds issued in exchange for other Series 2001A Bonds. 9 That the City Manager of the City or the designee thereof is hereby authorized to have control of the Series 2001A Bonds and all necessary records and proceedings pertaining to the Series 2001A Bonds pending their delivery and 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 registration of the Series 2001A Bonds, said Comptroller of Public Accounts (or a deputydesignated in wnting to act for said Comptroller) shall manuallysign the Comptroller's Registra- tion Certificate accompanying the Series 2001A Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on each such certificate. 10. That the sale of the Series 2001A Bonds to Merrill Lynch & Co., and associates, at a price of parand accrued interest on the Series 2001A Bonds to the date of delivery, is hereby authonzed,rati- fied and confirmed. The Series 2001A Bonds were sold pursuant to the terms of a "Notice of Sale and Bidding Instructions ", "Official Bid Form" and "Official Statement ", the use of which documents, a true and correct copy of each such document is attached hereto, is hereby approved. It is hereby officially found, determined and declared that the Series 2001A Bonds were sold to the highest bidder at terms that were the most advantageous reasonably obtained. 11 That the Issuer covenants to take any action to assure, or refrain from any action which would adverselyaffect, the treatment of the Series 2001A Bonds as obligations described in section 103 of the Internal Revenue Code of 1986 (the "Code "), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows. (a) to take any action to assure that no more than 10 percent of the proceeds of the Series 2001A Bonds orthe projects financed therewith (less amounts deposited to a reserve fund, if any) are used forany "private business use," as defined in section 141(b) (6) of the Code -23- or, if more than 10 percent of the proceeds are so used, that amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Series 2001A Bonds, in contra- vention of section 141(b) (2) of the Code; (b) to take any action to assure that in the event that the "private business use" described in subsection (a) hereof exceeds 5 percent of the proceeds of the Series 2001ABonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Series 2001A Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (d) to refrain from taking any action which would otherwise result in the Series 2001A Bonds being treated as "private activltybonds" within the meaning of section 141(b) of the Code; (e) to refrain from taking any action that would result in the Series 2001A Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (f) to refrain from using anyportion of the proceeds of the Series 2001A Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Series 2001A Bonds, other than investment 24- property acquired with -- (1) proceeds of the Series 2001A Bonds invested for a reasonable temporarypenod 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) amounts invested in a bona fide debt service fund, within the meaning of section 1 148 -1(b) of the Treasury Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Series 2001A Bonds, (g) to otherwise restrict the use of the proceeds of the Series 2001A Bonds or amounts treated as proceeds of the Series 2001A Bonds, as maybe necessary, so that the Series 2001A Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings), and (h) to payto the United States of America at least once during each five - yearpenod (beginning on the date of delivery of the Series 2001A Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings ", within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Series 2001A Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of the issuance of the Bonds. It is the understanding of the Issuer that the covenants -25- contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated bythe US Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to complywith anycovenant contained herein to the extent that such failure to comply, in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of natronalIr recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of the foregoing, the Mayor, the City Manager, any Assistant City Manager, and the Director of Finance may execute any certificates or other reports required by the Code and to make such electrons, on behalf of the City, which maybe permitted bythe Code as are consistent with the purpose for the issuance of the Bonds. In order to facilitate compliance with the above clause (h), a "Rebate Fund" is hereby established bythe Gtyfor the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the registered owners of the Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. 12. That the Issuer covenants to account for the expenditure of proceeds from the sale of the Series 2001A Bonds and any investment earnings thereon to be used for the purposes described in Section 1 of this Ordinance (each such purpose referred to herein and Section 13 hereof as a "Project ") on its books and records by allocating proceeds to expenditures within 18 months of the later of the date that (a) the expenditure on a Project is made or (b) each such Project is completed. The foregoing 26- notwithstanding, the Issuer shall not expend such proceeds or investment earnings more than 60 days after the later of (a) the fifth anniversary of the date of delivery of the Series 2001A Bonds or (b) the date the Series 2001A Bonds are retired, unless the Issuer obtains an opinion of nationally - recognized bond counsel substantiallyto the effect that such expenditure will not adversely affect the tax- exempt status of the Series 2001A Bonds. 13 That the Issuer covenants that the property constituting a Project will not be sold or otherwise disposed in a transaction resulting in the receipt bythe Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally- recognized bond counsel substantiallyto the effect that such sale or other disposition will not adversely affect the tax- exempt status of the Series 2001A Bonds. For purposes of this Section, the portion of the property comprising personal property and disposed of in the ordinary course of business shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of this Section, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion of nationally recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. 14 (a) Defxrutim. That as used in this Section, the following terms have the meanings ascribed to such terms below WSRB" means the Municipal Securities Rulemakrng Board. "NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information reposntorywithin the meaning of the Rule from time to time. "Rule" means SEC Rule 15c2 -12, as amended from time to tune. "SEC' means the Urnted States Securities and Exchange Commmssron. "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 information depository within the meaning of the Rule from time to tune. -27- (b) Amul Reports. (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 2001, financial uif ormation and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 10 of this Ordinance, being the uzformation described in Exhibit A hereto. Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit A hereto, or such other accounting principles as the City may be required to employ from time to tune pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall provide unaudited financial statements by the required 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 by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section maybe set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (c) Mao7dEwrNotues. The Cityshall notify anySID and either each NRMSIR or the MSRB, in a timelymanner, of anyof the following events with respect to the Series 2001ABonds, if such event is material within the meaning of the federal securities laws. 1 Principal and interest payment delinquencies, 2. Non - payment related defaults, 3 Unscheduled draws on debt service reserves reflecting financial difficulties, 4 Unscheduled draws on credit enhancements reflecting financial difficulties, -28- 5 Substitution of credit or liquidity providers, or their failure to perform, 6. Adverse tax opinions or events affecting the tax- exempt status of the Series 2001A Bonds, 7 Modifications to rights of holders of the Senes 2001A Bonds, 8. Series 2001A Bond calls, 9 Defeasances, 10. Release, substitution, or sale of property securing repayment of the Senes 2001A Bonds, and 11. Rating changes. The Cityshall notifyanySID and either each NRMSIRorthe MSRB, in a timelymanner, of anyfailure bythe Cityto provide financial information or operating data in accordance with subsection (b) of this Section by the tune required by such subsection. (d) LUnrtatzores, Dzsclaamrs, andAnrndwts. (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 Cityremai s an "obligated person" with respect to the Series 2001A Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes any Senes 2001A Bonds no longer to be outstanding. (h) The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Series 2001ABonds, and nothing in this Section, express or implied, shall give anybenefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial uformation, 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 material to a complete presentation of the City's financial results, condition, or prospects or to update anyuiformation provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such uiformation or its usefulness to a decision to invest in or sell Series 2001A Bonds at any future date. (1) UNDERNO CIRCUMSTANCES SHALLTHE CITYBE LIABLE TOTHE HOLDER -29- OR BENEFICIAL OWNER OF ANY SERIES 2001A BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING I N WHOLE OR I N PART FROM ANY BREACHBY THE CITY, WHETHERNE GLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE (iv) No default by the City in 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 untended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. (v) The provisions of this Section maybe amended by the City from time to time to adapt to changed circumstances that anse from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Series 2001A Bonds in the primaryoffering of the Series 2001A Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rude since such offering as well as such changed circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Series 2001A Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interest of the holders and beneficial owners of the Series 2001A Bonds. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) of this Section an explanation, in 30- narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. The Citymay also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfullypurchasing or selling Series 2001A Bonds in the primary offering of the Series 2001A Bonds. 15 That interest earnings derived from the investment of proceeds from the sale of the Series 2001A Bonds maybe used along with other available bond proceeds for the construction of the permanent improvements set forth in Section 1 hereof for which a portion of the Series 2001A Bonds are issued or for the payment of debt service on the Series 2001A Bonds, provided that after completion of such permanent improvements, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Redemption Fund. It is further provided, however, that any interest earnings on bond proceeds which are required to be rebated to the United States of America pursuant to Section 11 hereof in order to prevent the Series 2001 Bonds from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section. 16. That the Series 2001A Bonds initiallyshall be issued and delivered in such manner that no physical distribution of the Series 2001A Bonds will be made to the public, and The Depository Trust Company ( "DTC "), New York, New York, initially will act as depository for the Series 2001A Bonds. DTC has represented that it is a limited purpose trust company incorporated under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended, and the Cityaccepts, but in no way verifies, such representations. The Series 2001A Bonds initially authorized by this Ordinance shall be 31- delivered to and registered in the name of CEDE & CO., the nominee of DTC. It is expected that DTC will hold the Series 2001A Bonds on behalf of the Underwriters (as defined in Section 10) and their participants. So long as each Series 2001A Bonds is registered in the name of CEDE & CO., the Paying Agent /Registrar shall treat and deal with DTC the same in all respects as if it were the actual and beneficial owner thereof. It is expected that DTC will maintain a book-entry system which will identify ownership of the Series 2001A Bonds in integral amounts of $5,000, with transfers of ownership being effected on the records of DTC and its participants pursuant to rules and regulations establishedbythem, and that the Series 2001ABonds unitiallydeposited with DTC shall be immobilized and not be further exchanged for substitute Series 2001A Bonds except as hereinafter provided. The City is not responsible or liable for any functions of DTC, will not be responsible for paying anyfees or charges with respect to its services, will not be responsible or liable for maintaining, supervising, or reviewing the records of DTC or its participants, or protecting anyinterests or rights of the beneficial owners of the Series 2001A Bonds. It shall be the duty of the DTC Participants, as defined in the Official Statement herein approved, to make all arrangements with DTC to establish this book-entry system, the beneficial ownership of the Series 2001A 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- entry system established with DTC will be maintained in the future. Notwithstanding the initial establishment of the foregoing book-entry system with DTC, if for any reason any of the originally delivered Series 2001A Bonds is duly filed with the Paying Agent /Registrar with proper request for transfer and substitution, as provided for in this Ordinance, substitute Series 2001ABonds will be duly delivered as provided in this Ordinance, and there will be no assurance or representation that anybook entry system will be maintained for such Series 2001A Bonds In connection with the initial establishment of the foregoing book-entry system with DTC, the City heretofore has executed a "Blanket Letter of Representations" prepared by DTC in order to implement the book entry system 32 described above. 17 (a) Defeased Bonds. That any Senes 2001A 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 m subsection (d) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made m accordance with the terms thereof, or (ii) shall have been provided for onorbefore such due date bynrevocablydepositmg with or making available to the Paying Agent /Registrar m accordance with an escrow agreement or other instrument (the "Future Escrow Agreement ") for such payment (1) lawful moneyof the United States of Amenca sufficient to make such payment or (2) Defeasance Securities that mature as to pnncipal and interest in such amounts and at such tines 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 Series 2001A Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Senes 2001A 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 m this Ordinance, and such principal and interest shall be payable solelyf rom such moneyorDefeasance Securities. Notwithstanding anyotherprovnsnon of this Ordinance to the contrary, it >s herebyprovided that any deternimation not to redeem Defeased Bonds that is made m conjunction with the payment arrangements specified m subsection 17(a) (i) or P shall not be urevocable, provided that: (1) m the proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the Defeased Bonds for redemption, (2) gives notice of the reservation of that right to the owners of the Defeased Bonds inmediatelyfollowing the making of the payment arrangements, and (3) directs that notice of the reservation be included m 33- any redemption notices that it authorizes. (b) ImEstnor w Defeasance Serxtnw. 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 herembefore set forth, and all income from such Defeasance Securities received by the Paying Agent /Registrar that is not required for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Bonds may contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the requirements specified in subsection 17(a)O or (u) All income from such Defeasance Securities received bythe Paying Agent /Registrar which is not required for the payment of the Defeased Bonds, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer. (c) Defeasance SerxcrztrFS Defined The term "Defeasance Securities" means (i) 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 agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (in) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date on the date the governing 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 34- equivalent. (d) Paying Agent /Registrar Seam Until all Defeased Bonds shall have become due and payable, the Paying Agent /Registrar shall perform the services of Paying Agent /Registrar for such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. (e) Seleettart gfBonds forDefwarm In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a maturity, the Paying Agent /Registrar shall select, or cause to be selected, such amount of Bonds by such random method as it deems fair and appropriate. 18. That the findings set forth in the preamble to this Ordinance are hereby incorporated into the body of this Ordinance and made a part hereof for all purposes. 19 That the Director of Finance is hereby authorized to select those Outstanding Commercial Paper Notes to be retired with the proceeds of the Bonds, consistent vnth the provisions of Section 20 of this Ordinance. 20. That the proceeds from the sale of the Bonds shall be used in the manner described in the letter of instructions, as the Mayor, the City Manager, any Assistant City Manager or the Director of Finance of the City may execute on behalf of the City The foregoing notwithstanding, (1) proceeds representing accrued interest and premium on the Bonds shall be deposited to the credit of the Interest and Redemption Fund and (u) $1,000,000 received as proceeds from the sale of the Bonds shall be deposited to the credit of the "Note Payment Fund ", established in accordance with the provisions of Ordinance No. 13457, to refund those Outstanding Commercial Paper Notes designated by the Director of Finance to be refunded and retired vnth a portion of the proceeds of the Bonds. 21 That all ordinances and resolutions or parts thereof in conflict herevnth are hereby repealed. 22. That this Ordinance shall take effect and be in full force and effect from and after the date 35- of its passage, in accordance with the provisions of Section 2 of Chapter 25 of the Charter of the City, and it is accordingly so ordained. 23 That it is hereby officiallyfound and determined that the meeting at which thus 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. [EXECUMNPAGE FOLLOWS] -36- ADOPTED this July 31, 2001. (kf- LI-Lk.-� Mayor, City of Fort Worth, Texas ST r City Secretary City of Fort Worth, Texas APP VED AS TO FORM AND LEGALITY City, orney, City of Fort Worth, xas -37- 44 � (SEAL) 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 8 through 17, 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 principles described in the notes to the financial statements referred to in paragraph 1 above. 38- THE STATE OF TEXAS COUNTIES OF TARRANI' AND DENTON CITY OF FORT WORTH I, Gloria Pearson, City Secretary of the City of Fort Worth, m the State of Texas, do hereby cerufythat I have compared the attached and foregomg excerpt from the minutes of the regular, open, public meeting of the City Council of the City of Fort Worth, Texas held on July 31, 2001, and of Ordinance No. which was dulypassed at said meeting, and that said copyis a true and correct copy of said excerpt and the whole of said ordinance. In testunony whereof, I have set my hand and have hereunto affixed the seal of said City of Fort Worth, this 31st day of July, 2001. r City Secretary of the City of Fort Worth, Texas (SEAL) ;.' r City Secretary of the City of Fort Worth, Texas t City of Foci Worth, Texas "fAvoir and Council Communication DATE REFERENCE NUMBER LOG NAME PAGE 7/31/01 G -13327 13BONDS 1 of 1 SUBJECT SALE OF $19,000,000, CITY OF FORT WORTH, TEXAS, GENERAL PURPOSE BONDS, SERIES 2001A RECOMMENDATION It is recommended that the City Council 1 Adopt an ordinance providing for the issuance of $19,000,000, City of Fort Worth, Texas, General Purpose Bonds, Series 2001A, and approving the use of the "Notice of Sale and Bidding Instruction," "Official Bid Form," and "Official Statement" prepared in connection with the issuance of the above stated bonds, and 2. Authorize the $19,000,000, City of Fort Worth, Texas, General Purpose Bonds, Series 2001A, be sold to Merrill Lynch & Company, the bidder offering the lowest true interest rate of 4 661737% DISCUSSION Bids for the $19,000,000, City of Fort Worth, Texas, General Purpose Bonds, Series 2001A, were received today (Tuesday, July 31, 2001) at 10 00 a.m A summary of the true interest rates for the bids is shown below- (See Attachment) RATE Proceeds from this sale will be used in funding the construction of improvements to, and the equipping of the Fort Worth Convention Center, and to refund and retire $1,000,000 of the City's currently outstanding Commercial Paper Notes, Series B Specifically, $2.75 million of the proceeds will be used to fund commercial paper appropriations for Phase I of the Fort Worth Convention Center expansion and $16.25 million to partially fund Phase II CB:n Submitted for City Manager's Office by: Charles Boswell 8511 FUND I ACCOUNT CENTER AMOUNT CITY SECRETARY (to) APPROVED CiTYLERCIL C L 31 2001 /l, y `l�gu., l / t a 1j /` City Secretary of th a City of Fort Worth, Texas Originating Department Head: Jim Keyes 8517 (from) Additional Information Contact: Jim Keyes 8517 Adooted Ordinance NO. I