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HomeMy WebLinkAboutOrdinance 14730ORDINANCE NO ~ `~3() BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS, PROVIDING FOR THE ISSUANCE OF $15,650,000 CITY OF FORT WORTH, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 20'OlA, PROVIDING FOR THE LEVY, ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO PAY THE INTEREST ON SAID CERTIFICATES OF OBLIGATION AND TO CREATE A SINKING FUND FOR THE REDEMPTION THEREOF AT MATURITY, PLEDGING CERTAIN REVENUES IN SUPPORT OF SAID CERTIFICATES, PRESCRIBING THE FORM OF SAID CERTIFICATES OF OBLIGATION, AND ORDAINING OTHER MATTERS RELATING TO THE SUBJECT WHEREAS, on the 12th day of July, 2001, the Crty Council of the Crty of Fort Worth (the "City" or the "Issuer") passed an ordinance authorizing and directing notice of its intention to issue the Certificates of Obligation herein authorized to be issued, to be published in a newspaper as required by Section 271 049 of the Texas Local Government Code, and WHEREAS, said notice was published in the Fort Worth Star-Telegr_, am, as required by Section 271 049 of the Texas Local Government Code, on July 13, 2001 and July 20, 2001, and WHEREAS, no petition, signed by 5% of the qualified electors of the Issuer as permitted by Section 271 049 of the Texas Local Government Code protesting the issuance of such Certificates of Obligation, has been filed, and WHEREAS, the Certificates of Obligation hereinafter authonzed are to be issued and delivered pursuant to Subchapter C of Chapter 271 of the Texas Local Government Code, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS Section 1 AUTHORIZATION OF CERTIFICATES OF OBLIGATION That the Issuer's Certificates of Obligation, to be designated the "City of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation, Serves 2001A" (the "Cernficates"), are hereby authonzed to be issued and delivered in the principal amount of $15,650,000, for the purpose of providing part of the funds for paying contractual obligations to be incurred by the Issuer, to-wit the construction of improvements to and the equipping of the Fort Worth Convention Center, located at 1111 Houston Street, m the Crty of Fort Worth, Texas, and the payment of fiscal, engineering and legal fees incurred in connection therewith. The Issuer owns the Fort Worth Convention Center The Fort Worth Convention Center is a "convention center factlrty", as said term is defined in Section 351 001, Texas Tax Code The Issuer is an "eligible central. municipality", as said term is defined m Section 351 001, Texas Tax Code, and is a "populous home-rule municipality", as said term is defined in Section 22 071, Texas Transportation Code The term "Certificates" as used in this Ordinance shall mean and include collectively the Certificates of Obligation initially issued and delivered pursuant to this Ordinance and all substitute Certificates of Obligation exchanged therefor, as well as all other substitute Certificates of Obligation and replacement Certificates of Obligation issued pursuant hereto, and the term "Certificate" shall mean any of the Certificates. Section 2 DATE, DENOMINATIONS, NUMBERS AND MATURITIES That the Certificates shall initially be issued, sold and delivered hereunder as fully registered certificates, without interest coupons, dated July 15, 2001, m the respective denominations and pnncipal amounts hereinafter stated, numbered consecutively from R-1 upward, payable to the respective initial registered owners thereof, or to the registered assignee or assignees of the Certificates or any portion or portions thereof (in each case, the "Registered Owner"), and the Certificates shall mature and be payable on March 1 in each of the years and in the principal amounts as follows -2- PRINCIPAL PRINCIPAL YEAR AMOUNT ($) YEAR AMOUNT ($) 2002 360,000 2012 775,000 2003 485,000 2013 815,000 2004 510,000 2014 855,000 2005 540,000 2015 900,000 2006 570,000 2016 950,000 2007 600,000 2017 1,000,000 2008 630,000 2018 1,055,000 2009 660,000 2019 1,110,000 2010 700,000 2020 1,170,000 2011 735,000 2021 1,230,000 The Certificates shall be issued in denominations of $5,000 or any integral multiple thereof (an "Authorized Denomination") Section 3 REDEMPTION (a) Optional Redemption That the Issuer reserves the right to redeem the Certificates maturing on or after March i, 2007, in whole or in part m an Authorized Denomination, on March 1, 2006, or on any date thereafter, at .the redemption price of par plus accrued interest to the date fixed for redemption. If less than all of the Certificates are to be redeemed by the Issuer, the Issuer shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot Certificates, or portions thereof, within such maturity or maturities and m such principal amounts, for redemption. (b) Mandatory Redemption The Certificates are not subject to mandatory sinking fund redemption. (c) Notice At least thirty (30) days prior to the date any Certificates are to be redeemed, (i) a written notice of redemption shall be given by the Paying Agent/Registrar to the registered owner of each Certificate, or a portion thereof, being called for redemption by depositing such notice m the United States mail, first-class, postage prepaid, addressed to each such registered owner at the ad- dress thereof as shown on the registration books of the Paying Agent/Registrar and (ii) a notice of -3- 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 Amenca 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 clause (i) above, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Certificate, and the publication of notice as described m clause (ii) above shall be the only notice actually required m connection with or as a prerequisite to the redemption of any Certificates. By the date fixed for any such redemption due provision shall be made by the Issuer with the Paying Agent/Registrarfnr the payment of the required redemption pace for the Certificates 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 Certificates, or the portions thereof, which are to be so redeemed, thereby automatically shall be redeemed pnor 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 m the Registration Books all such redemptions of pnncipal of the Certificates, or any portion thereof. If a portion of any Certificate shall be redeemed, a substitute Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any Authorized Denomination, at the written request of the registered owner, and m 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 Issuer, all as provided in this Ordinance In addition, notice of such redemption shall be provided m the manner -4- described in Section 5(h) hereof, but the failure to provide such notice as described in Section 5(h) hereof shall not affect the validity or effectiveness of the proceedings for the redemption of the Certificates Section 4 INTEREST That the Certificates scheduled to mature during the years, respectively, set forth below shall bear interest at the following rates per annum. maturities 2002, 6 00% maturities 2012, 4 50% maturities 2003, 6 00% maturities 2013, 4 60% maturities 2004, 6 00% maturities 2014, 4 65% maturities 2005, 6 00% matunties 2015, 4 75% maturities 2006, 6 00% maturities 2016, 4 85% maturities 2007, 4 50% matunties 2017, 4 90% maturities 2008, 4 50% matunties 2018, 5 00% maturities 2009, 4 50% maturities 2019, 5 00% maturities 2010, 4 50% maturities 2020, 5 00% maturities 2011, 4 50% maturities 2021, 5 00% Said interest shall be payabl e to the registered owner of any such Certificate m the manner provided and on the dates stated in the FORM OF CERTIFICATE set forth m this Ordinance Section 5 CHARACTERISTICS OFTHE CERTIFICATES (a)Registrationand Transfer That the Issuer 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, or such other bank, trust company, financial institution, or other agency named in accordance with the provisions of subsection (g) below (the "Paying Agent/Registrar") books or records for the registration and transfer of the Certificates (the "Registration Books"), and the Issuer 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 Issuer and Paying Agent/Registrar may prescribe, and the Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the duty of the Paying Agent/Registrar to obtain from the registered owner and record in the Registration Books the address of the registered owner of each Certificate to which -5- payments with respect to the Certificates shall be mailed, as herein provided. The. Issuer or its designee shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar at rts Designated Trust Office, but otherwise the Paying Agent/Registrarshall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity Registration of each Certificate may be transferred m the Registration Books only upon presentation and surrender thereof to the Paying Agent/Registrar at its Designated Trust Office for transfer of registration and cancellation, together wrth proper written instruments of assignment, in form and wrth guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of such Certificate, or any portion thereof in any Authorized Denorrunatron, to the assignee or assignees thereof, and the right of such assignee or assignees to have such Certificate or any such portion thereof registered m the name of such assignee or assignees Upon the assignment and transfer of any Certificate or any portion thereof, a new substitute certificate or certificates shall be issued in .exchange therefor m the manner herein provided. (b) Ownership, Registration Books The entity in whose name any Certificate shall be regis- tered m the Registration Books at any time shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether or not such Certificate shall be overdue, and the Issuer 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, prerruum, if any, and interest on any such Certificate shall be made only to such registered owner All such payments shall be valid and effectual to satisfy and discharge the liability upon such Certificate to the extent of the sum or sums so paid. (c) Paying Agent The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates, and to act as rts agent to exchange or replace Certificates, all as provided m this Ordinance The Paying Agent/Registrar shall -6- keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Certificates, and of all exchanges thereof, and all replacements thereof, as provided in this Ordi- nance (d) Exchange of Certificates Each Certificate may be exchanged for fully registered certificates in the manner set forth herein. Each Certificate issued and delivered pursuant to this Ordinance may, upon surrender thereof at the Designated Trust Office of the Paying Agent/Registrar, together with a written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered certificates, without interest coupons, m the form prescribed m the FORM OF CERTIFICATE set forth in this Ordinance, in any Authorized Denonunation (subs ect to the requirement hereinafter stated that each substitute certificate shall have a single stated maturity date), as requested m writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the principal amount of any Certificate or Certificates so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case may be If any Certificate or portion thereof is assigned and transferred, each certificate issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the certificate for which it is being exchanged. Each substitute certificate shall bear a letter and/or number to distinguish it from each other certificate The Paying Agent/Registrar shall exchange or replace Certificates as provided herein, and each fully registered certificate or certificates delivered m exchange for or replacement of any Certificate or portion thereof as perrrutted or required by any provision of this Ordinance shall constitute one of the Certificates for all purposes of this Ordinance, and may again be exchanged or replaced. It is specifically provided, -7- however, that any Certificate delivered in exchange for or replacement of another Certificate pnor to the first scheduled interest payment date on the Certificates (as stated on the face thereof) shall be dated the same date as such Certificate, but each substitute certificate so delivered on or after such first scheduled interest payment date shall be dated as of the interest payment date preceding the date on which such substitute certificate is delivered, unless such substitute certificate is delivered on an interest payment date, in which case rt shall be dated as of such date of delivery; provided, however, that if at the time of delivery of any substitute certificate the interest on the certificate for which rt is being exchanged has not been paid, then such substitute certificate shall be dated as of the date to which such interest has been paid m full. On each substitute certificate rssued in exchange for or replacement of any Certificate or Certificates issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, m the form hereinafter set forth in the FORM OF CERTIFICATE set forth m this Ordinance (the "Authentication Certificate") An author- ized representative of the Paying Agent/Registrar shall, before the delivery of any such substitute certificate, date such substitute certificate m the manner set forth above, and manually sign and date the Authentication Certificate, and no such substitute certificate shall be deemed to be issued or out- standing unless the Authentication Certificate is so executed. The Paying Agent/Registrarproinptly shall cancel all Certificates surrendered for exchange or replacement. No additional ordinances, orders, or resolutions need be passed or adopted by the City Council or any other body or person so as to accomplish the foregoing exchange or replacement of any Certificates or portion thereof, and the Paying. Agent/Registrar shall provide for the printing, execution, and delivery of the substitute certificates m the manner prescribed herein. Pursuant to Chapter 1206, Texas Government Code, the duty of exchange or replacement of any Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Authentication Certificate, the exchanged or replaced -g- certificate shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Certificates which originally were delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts (e) General Characteristics All Certificates issued in exchange or replacement of any other Certificate or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the pnincipal of and interest on such Certificates to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled matunties, (iii) may be transferred and assigned, (iv) may be exchanged for other Certificates, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Certificates shall be payable, all as provided, and m the manner required or indicated, m the FORM OF CERTIFICATE set forth m this Ordinance (f) Fees The Issuer shall pay the Paying Agent/Registrar'sreasnnable and customary fees and charges for making transfers of Certificates, but the registered owner of any Certificates requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto The registered owner of any Certificates requesting any exchange shall pay the Paying Agent/Registrar's reasonable and standard or customary fees and charges for exchanging any such certificate or portion thereof, together with any taxes or governmental charges required to be paid with respect thereto, all as a condition precedent to the exercise of such privilege of exchange, except, however, that m the case of the exchange of an assigned and transferred certificate or certificates or any portion or portions thereof in any Authorized Denomination, as provided m this Ordinance, such fees and charges will be paid by the Issuer In addition, the Issuer hereby covenants with the registered owners ofthe Certificates that rt will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrarfnr its services with respect to the payment of the principal of and interest on Certificates, when due, and (ii) pay the fees and charges of the Paying -9- Agent/Registrar for services with respect to the transfer or registration of Certificates solely to the extent above provided, and with respect to the exchange of Certificates solely to the extent above provided (g) Successor Paying Agent/Registrar The Issuer covenants with the registered owners of the Certificates that at all times while the Certificates are outstanding the Issuer will provide a compe- tent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrarfnr the Certificates under this Ordinance, and that the Paying Agent/Registrar will be one entity The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar In the event that the entity at any time acting as Paying Agent/Registrar (or its suc- cessor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer 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 Amenca or ofany state, authonzed under such laws to exercise trust powers, subject to supervision or examination by federal or state authority, and whose qualifications substantially are similar to the previous Paying Agent/Registrar toact as Paying Agent/Registrarunder this Ordinance Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrarprnmptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Certificates, to the new Paying Agent/Registrardeslgnated and appointed by the Issuer Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Certificates, by United States mail, first-class, postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar By accepting the position and performing as such, each -lo- 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) Additional Redemption Notice (i) In addition to the manner of providing notice of redemption of Certificates as set forth m Section 3 hereof, the Paying Agent/Registrar shall give notice of redemption of Certificates by United States mail, first-class, postage prepaid, at least thirty (30) days pnor to a redemption date to the SID and each NRMSIR. In addition, in the event of a redemption caused by an advance refunding of the Certificates, the Paying Agent/Registrar shall send a second notice of redemption to the persons specified in the immediately preceding sentence at least thirty (30) days but not more than ninety (90) days prior to the actual redemption date Any notice sent to the SID and a NRMSIR shall be sent so that such notice is 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 redemption to the registered owner of any Certificates who has not sent the Certificates m for redemption sixty (60) days after the redemption date The failure to send, mail or receive any such notice described in this clause (i), or any defect therein or m the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Certificate (ii) Each redemption notice, whether required in the FORM OF CERTIFICATE or otherwise by this Ordinance, shall contain a description of the Certificates to be redeemed including the complete name of the Certificates, the Senes, the date of issue, the interest rate, the matunty date, the CUSIP number, the amounts called of each Certificate, the publication and mailing date for the notice, the date of redemption, the redemption pace, the name of the Paying Agent/Registrar and the address at which the Certificate may be redeemed including a contact person and telephone number -11- (iii) All redemption payments made by the Paying Agent/Registrar to the registered owners of the Certificates shall include a CUSIP number relating to each amount paid to such registered owner Section 6 FORM OF CERTIFICATES That the form ofthe Certificates, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Certificates mrtially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted- or required by this Ordinance -12- FORM OF CERTIFICATE NO UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION SERIES 2001A MATURITY DATE INTEREST RATE ORIGINAL ISSUE DATE CUSIP JULY 15, 2001 ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, TEXAS (the "City" or the "Issuer"), being a political subdivision of the State of Texas, hereby prorruses to pay to , or to the registered assignee hereof (either being hereinafter called the "registered owner") the principal amount of DOLLARS and to pay interest thereon, from the Original Issue Date specified above, to the Matunty Date specified above, or the date of its redemption pnor to scheduled maturity, at the interest rate per annum specified above, with said interest payable on March 1, 2002, and semiannually on each March 1 and September 1 thereafter; except that if this Certificate is required to be authenticated and the date of its authentication is later than March 1, 2002, such interest is payable senannually on each March 1 and September 1 following such date THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United States of Amenca, without exchange or collection charges At maturity or redemption prior to maturity, the principal of this Certificate shall be paid to the registered owner hereof upon presentation and surrender of this Certificate at the designated corporate trust office m Houston, Texas (the "Designated Trust Office") of The Chase Manhattan Bank, which is the "Paying Agent/Registrar" for this Certificate The payment of interest on this Certificate shall be made by the Paying Agent/Registrar to the registered owner hereof on each 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 by the ordinance authorizing the issuance of this Certificate (the "Certificate Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided, and such check shall be sent by the Paying Agent/Registrar by United States mail, first-class, postage prepaid, on each such interest payment date, to the regis- tered owner hereof, at its address as it appeared on the fifteenth day of the month preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest due at maturity as provided herein shall be paid to the -13- registered owner upon presentation and surrender of this Certificate for payment at the Designated Trust Office of the Paying Agent/Registrar The Issuer covenants with the registered owner of this Certificate that on or before each principal and interest payment date for this Certificate rt will make available to the Paying AgentlRegistrar, from the "Interest and Redemption Fund" created by the Certificate Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Certificates, when due All Certificates of this Serves are issuable solely as fully registered certificates, without interest coupons, in any integral multiple of $5,000 (an "Authorized Denomination") IN THE EVENT OF NON-PAYMENT of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer Notice of the Special Record Date and of the scheduled payment date of the past due interest ("Special Payment Date", which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each registered owner of a Certificate appearing on the Registration Books kept by the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice _ IF THE DATE for the payment of the principal of or interest on this Certificate shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the Designated Trust Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the original date payment was due THIS CERTIFICATE is one of a Series of Certificates dated as of the Original Issue Date stated above, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $15,650,000, FOR THE PURPOSE OF PROVIDING PART OF THE FUNDS FOR PAYING CONTRACTUAL OBLIGATIONS TO BE INCURRED BY THE CITY, TO-WIT, THE CONSTRUCTION OF IlVIPROVEMENTS TO AND THE EQUIPPING OF THE FORT WORTH CONVENTION CENTER, LOCATED AT 1111 HOUSTON STREET, 1N THE CITY OF FORT WORTH, TEXAS, AND THE PAYMENT OF FISCAL, ENGINEERING AND LEGAL FEES INCURRED 1N CONNECTION THEREWITH. ON MARCH 1, 2006, or on any date thereafter, the Certificates of this Series maturing on March 1, 2007 and thereafter may be redeemed prior to their scheduled maturities, at the option of the Issuer, m whole, or m part m any Authorized Denomination, at par and accrued interest to the date fixed for redemption. The years of maturity of the Certificates called for redemption at the option of the Issuer prior to stated maturity shall be selected by the Issuer The Certificates or portions thereof redeemed within a maturity shall be selected by lot or other method by the Paying Agent/Registrar; provided, that during any penod in which ownership of the Certificates is determined only by a book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the same maturity and bearing the same interest rate are to be redeemed, the -14- particular Certificates of such maturity and bearing such interest rate shall be selected m accordance with the arrangements between the Issuer and the securities depository AT LEAST 30 days prior to the date fixed for any such redemption (a) a written notice of such redemption shall be given to the registered owner of each Certificate or a portion thereof being called for redemption by depositing such notice in the United States mail, first class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books of the Paying Agent/Registrar and (b) notice of such redemption either shall be published one (1) time in or posted electronically on the website of a financial journal or publication of general circulation m the United States of America or the State of Texas carrying as a regular feature notices of municipal bonds called for redemption, provided, however, that the failure to send, mail, or receive such notice described in (a) above, or any defect therein or m the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Certificate, 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 Certificate 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 pace for this Certificate 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 Certificate, 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 rts 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 Certificate or any portion hereof. If a portion of any Certificate shall be redeemed a substitute Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any Authorized Denomination, at the written request of the registered owner, and to 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 m the Ordinance AS PROVIDED IN THE CERTIFICATE ORDINANCE, this Certificate 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 certificates, without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, many Authorized Denorrunation as requested m writing by the appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of this Certificate to the Paying Agent/Registrar at its Designated Trust Office for cancellation, all in accordance with the form and procedures set forth in the Certificate Ordinance Among other requirements for such assignment and transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar at rts Designated Trust Office, together with proper instruments of assignment, m form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof m any Authorized Denomination to the assignee or assignees in whose name or names this Certificate or any such portion or portions hereof is or are to be -15- transferred and registered. The form of Assignment printed or endorsed on this Certificate may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Certificate or any portion or portions hereof from time to time by the registered owner The foregoing notwithstanding, in the case of the exchange of an assigned and transferred Certificate or Certificates or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer The one requesting such exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for exchanging any Certificate or portion thereof. 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 any transfer or exchange during a period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption of the Certificates and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any Certificates so selected for redemption when such redemption is scheduled to occur within 30 calendar days WHENEVER the beneficial ownership of this Certificate is determined by a book entry at _ a securities depository for the Certificates, the foregoing requirements of holding, dehvermg or transferring this Certificate shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted m the Certificate Ordinance that rt 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 Certificates. IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and validly authorized, issued, and delivered, that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or m the authorization, issuance, and delivery of this Certificate have been performed, existed, and been done nn accordance with law; that this Certificate is a direct obligation of said Issuer, issued on the full faith and credit thereof, and that (i) the available "Eligible Hotel Occupancy Tax", as defined in the Certificate Ordinance, remaining after payment of any other obligations heretofore or hereafter incurred to which the Eligible Hotel Occupancy Tax has been or shall be encumbered by a lien on and pledge of all or a portion of the Eligible Hotel Occupancy Tax superior to the lien on and pledge of the Eligible Hotel Occupancy Tax to the Certificates and (ii) the available "Additional Revenues", as defined in the Certificate Ordinance, remaining after payment of any other obligations heretofore or hereafter incurred to which the Additional Revenues have been or shall be encumbered by a lien on and pledge of all or a portion of the Additional Revenues superior to the lien on and pledge of the Additional Revenues to the Certificates have been pledged as addntnonal security for the Certificates. BY BECOMING the registered owner of thus Certificate, the registered owner thereby acknowledges all of the terms and provisions of the Certificate Ordnance, agrees to be bound by -16- such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for inspection m the official minutes and records of the Issuer, and agrees that the terms and provisions of this Certificate and the Certificate Ordinance constitute a contract between each registered owner hereof and the Issuer IN WITNESS WHEREOF, this Certificate has been signed with the manual or facsimile signature of the Mayor of the Issuer, attested by the manual or facsimile signature of the City Secretary, and approved as to form and legality with the manual or facsimile signature of the Crty Attorney, and the official seal of the Issuer has been duly affixed to, or impressed, or placed m facsimile, on this Certificate xxxxx City Secretary APPROVED AS TO FORM AND LEGALITY xxxxx City Attorney xxxxx Mayor (SEAL) -1~- FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Certificate of Obligation has been issued under the provisions of the proceedings adopted by the Issuer as described in the text of this Certificate of Obligation, and that this Certificate of Obligation has been issued m exchange for or replacement of a certificate of obligation, certificates of obligation, or a portion of a certificate of obligation or certificates of obligation of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas Dated The Chase Manhattan Bank, Paying Agent/Regnstrar Authorized Representative By *FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO THE CERTIFICATES UPON II~TITIAL DELIVERY THEREOF OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO I hereby certify that there is on file and of record nn my office a certificate of the Attorney General of the State of Texas to the effect that this Certificate has been examined by hnm as required by law, and that he finds that nt has been issued nn confornuty with the Constitution and laws of the State of Texas, and that nt ns a valid and bindnng obligation of the City of Fort Worth, Texas, payable in the manner provided by and nn the ordinance authorizing same, and said Certificate has this day been registered by me WITNESS MY HAND and seal of office at Austin, Texas this (SEAL) Comptroller of Public Accounts of the State of Texas NOTE *¶ to accompany initial certificates only -18- FORM OF ASSIGNMENT. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please insert Social Security or Taxpayer Identification Number of Transferee) (Please pant or typewrite name and address, including zip code of Transferee) the within Certificate of Obligation and all nghts thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the wrtlun Certificate of Obligation on books kept for registration thereof, with full power of substitution m the premises Dated Signature Guaranteed NOTICE Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company NOTICE The signature above must correspond with the name of the Registered Owner as rt appears upon the front of this Certificate m every particular, without alteration or enlargement or any change whatsoever -19- The printer of the Certificates is hereby authorized to print on the Certificates (i) the form of bond counsel's opinion relating to the Certificates, and (ii) an appropriate statement of insurance furnished by a municipal bond insurance company providing municipal bond insurance, if any, covering all or any part of the Certificates Section 7 DEFINITIONS That the terms "Certificates" and "Certificates of Obligation" shall mean the City of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation, Serves 2001A, authorized to be issued and delivered by this Ordinance, and the term "Pledged Revenues" shall mean (i) the "Eligible Hotel Occupancy Tax" and (ii) the "Additional Revenues", the term "Eligible Hotel Occupancy Tax" shall mean that portion of the hotel occupancy tax that the Issuer is authorized to collect under the provisions of Chapter 351, Texas Tax Code, specifically Section 351 1065 thereof, m excess of seven percent of the cost paid for a room m a hotel in the City, but in no event shall such portion be less than two percent of the cost paid for a room in a hotel m the City; and the term "Additional Revenues" shall mean those revenues, if any, received by the Issuer pursuant to an agreement executed by the Issuer, the City of Euless, Texas, the City of Dallas, Texas and the Dallas/Fort Worth International Airport Board, dated as of February 12, 1998 (the "Interlocal Agreement") that are designated to the Interlocal Agreement as the "Additional Revenues" Section 8 INTEREST AND REDEMPTION FUND That a special fund or account, to be designated the "City of Fort Worth, Texas Serves 2001A Certificate of Obligation Interest and Redemption Fund" (the "Interest and Redemption Fund") is hereby created and shall be established and maintained by the Issuer The Interest and Redemption Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the interest on and principal of the Certificates All ad valorem taxes levied and collected -20- for and on account of the Certificates shall be deposited, as collected, to the credit of the Interest and Redemption Fund During each year while any of the Certificates are outstanding and unpaid, the governing body of the Issuer shall compute and ascertain the rate and amount of ad valorem tax, based on the latest approved tax rolls of the Issuer, with full allowances being made for tax delinquencies and the cost of tax collections, which will be sufficient to raise and produce the money required to pay the interest on the Certificates as such interest comes due, and to provide a sinking fund to pay the principal (including mandatory sinking fund redemption payments, if any) of the Certificates as such principal matures, but never less than 2% of the original amount of the Certificates as a sinking fund each year Said rate and amount of ad valorem tax is hereby ordered to be levied against all taxable property m the Issuer for each year while any of the Certificates are outstanding and unpaid, and said ad valorem tax shall be assessed and collected each such year and deposited to the credit of the Interest and Redemption Fund. Said ad valorem taxes necessary to pay the interest on and principal of the Certificates, 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 CERTIFICATE, are hereby pledged for such payment, wrtlun the lirrut prescribed by law There shall be appropriated from the General Fund of the Issuer for deposit into the Interest and Redemption Fund moneys as may be necessary to pay the first scheduled interest payment on the Certificates Section 9 REVENUES That the Certificates of Obligation are additionally secured by and shall be payable from the Pledged Revenues. The Pledged Revenues are pledged by the Issuer pursuant to authority of Chapter 351, Texas Tax Code (with respect to the Eligible Hotel Occupancy Tax) and Section 22 0781, Texas Transportation Code (with respect to the Additional Revenues) The pledge of the Pledged Revenues is limned, however, to available Pledged -21- Revenues remaining after payment of any other obligations heretofore or hereafter incurred to which the Pledged Revenues have been or shall be encumbered, either individually or collectively, as the case may be, by a lien on and pledge of all or a portion of the Pledged Revenues superior to the lien on and pledge of the Pledged Revenues to the Certificates, including specifically the City's outstanding Certificates of Obligation, Series 2000 The Issuer shall promptly deposit the Pledged Revenues upon their receipt to the credit of the Interest and Redemption Fund created pursuant to Section 8, to pay the principal and interest on the Certificates of Obligation. Notwithstanding the requirements of Section 8, if to advance of the time when ad valorem taxes are scheduled to be levied for any year, Pledged Revenues are actually on deposit or budgeted for deposit in the Interest and Redemption Fund in an amount at least equal to the amount of taxes required to be levied pursuant to Section 8, then the amount of taxes which otherwise would have been required to be levied pursuant to Section 8 may be reduced to the extent and by the amount of the Pledged Revenues then on deposit in the Interest and Redemption Fund or budgeted for deposit therein. Section 10 TRANSFER. That the Issuer shall do any and all things necessary to accomplish the transfer of monies to the Interest and Redemption Fund of this issue m ample time to pay such items of principal and interest due on the Certificates Section 11 SECURITY FOR FUNDS That the Interest and Redemption Fund created by this Ordinance shall be secured in the manner and to the fullest extent permitted or required by law for the security of public funds, and the Interest and Redemption Fund shall be used only for the purposes and in the manner permitted or required by this Ordinance Section 12 DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES (a) Replacement Certificates That in the event any outstanding Certificate is -22- damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new certificate of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Certificate, in replacement for such Certificate in the manner hereinafter provided. (b) Application for Replacement Certificates That application for replacement of damaged, mutilated, lost, stolen, or destroyed Certificates shall be made by the registered owner thereof to the Paying Agent/Registrar In every case of loss, theft, or destruction of a Certificate, the registered owner applying for a replacement certificate shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto Also, m every case of loss, theft, or destruction of a Certificate, the registered owner shall furnish to the Issuer and to the Paying. Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Certificate, as the case may be In every case of damage or mutilation of a Certificate, the registered owner shall surrender to the Paying AgentlRegistrar for cancellation the Certificate so damaged or mutilated. (c) No Default Occurred That notwithstanding the foregoing provisions of this Section, in the event any such Certificate shall have matured, and no default has occurred which is then continuing m the payment of the principal of, redemption prerruum, if any, or interest on the Certificate, the Issuer may authorize the payment of the same (without surrender thereof except m the case of a damaged or mutilated Certificate) instead of issuing a replacement certificate, provided security or indemnity is furnished as above provided m this Section. (d) Charge for Issuing Replacement Certificates That prior to the issuance of any replacement certificate, the Paying Agent/Registrar shall charge the registered owner of such -23- Certificate with all legal, printing, and other expenses in connection therewith. Every replacement certificate Issued pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen, or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen, or destroyed Certificate 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 Certificates duly issued under this Ordinance (e) Authority for Issuing Replacement Certificates That in accordance with Chapter 1206, Texas Government Code, this Section of this Ordinance shall constitute authority for the issuance of any such replacement certificate without necessity of further action by the Issuer or any other body or person, and the duty of the replacement of such certificates is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying AgentlRegistrar shall authenticate and deliver such Certificates in the form and manner and with the effect, as provided in Section 5(a) of this Ordinance for Certificates issued m conversion and exchange of other Certificates. Section 13 FEDERAL INCOME TAX MATTERS That the Issuer covenants to refrain from any action which would adversely affect, or to take such action as to ensure, the treatment of the Certificates as obligations described m Section 103 of the Code, the interest on which is not includable m the "gross income" of the holder for purposes of federal income taxa- tion. 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 Certificates (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds are so used, that amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance or any -24- underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Certificates, nn contravention of Section 141(b)(2) of the Code, (b) to take any action to assure that nn the event that the "prnvate business use" described nn subsection (a) hereof exceeds 5 percent of the proceeds of the Certificates (less amount deposited into a reserve fund, of any) then the amount nn excess of 5 percent ns used fora "prnvate business use" which ns "related" and not "disproportionate", within the meaning of Section 141(b)(3) of the Code, to the governmental use, (c) to take any action to assure that no amount which ns greater than the lesser of $5,000,000, or five percent of the proceeds of the Certificates (less amounts deposited unto a reserve fund, of any) ns dnrectly or ndirectly used to finance loans to persons, other than state or local governmental units, nn contravention of Section 141(c) of the Code, (d) to refrain from taknng any actnon wliich would otherwise result nn the Certnficates being treated as "pnvate actnvrty bonds" within the meaning of Sectnon 141(b) of the Code, (e) to refrann from taking any actnon that would result nn the Certnficates being "federally guaranteed" wntlun the meaning of Sectnon 149(b) of the Code, (f) to refrann from usnng any portion of the proceeds of the Certnficates, dnrectly or nndnrectly, to acqunre or to replace funds wlinch were used, dnrectly or nndnrectly, to acqunre nnvestment property (as defined nn Sectnon 148(b)(2) of the Code) wlinch produces a maternally hngher yield over the term of the Certnficates, other than nnvestment property acqunred with -- -25- (1) proceeds of the Certificates invested for a reasonable temporary penod of three years or less or, in the case of a refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for which the certificates of obligation are issued, (2) amounts invested in a bona fide debt service fund, within the meamng of Section 1 148-1(b) of the Treasury Regulations, and (3) amounts deposited m any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the pro- ceeds of the Certificates, (g) to otherwise restrict the use of the proceeds of the Certificates or amounts treated as proceeds of the Certificates, as may be necessary, so that the Certificates do not otherwise contravene the requirements of Section 148 of the Code (relating to arbitrage) and, to the extent applicable, Section 149(d) of the Code (relating to advance refundings), and (h) to pay to the United States of America at least once dunng each five-year penod (beginning on the date of delivery of the Certificates) an amount that is at least equal to 90 percent of the "Excess Earnings," wnthm the meamng of Section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Certificates have been pand m full, 100 percent of the amount then required to be paid as a result of Excess Earnings under Section 148(f) of the Code For purposes of the foregoing (a) and (b), the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, m the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended pnor -26- to the date of issuance of the Certificates It Is the understanding of the Issuer that the covenants contained herein are Intended to assure compliance with the Code and any regulations or rulings promulgated by the U S Department of the Treasury pursuant thereto In the event that regulations or ruling are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Certificates, the Issuer will not be required to comply wrth any covenant contained herein to the extent that such failure to comply, In the opinion of nationally-recognized bond counsel, well not adversely affect the exemption from federal Income taxation of interest on the Certificates 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 Certificates, the Issuer agrees to comply wrth the additional requirements to the extent necessary, In the opinion of nationally-recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Certificates under Section 103 of the Code In furtherance of such Intention, the Issuer hereby authorizes and directs the Mayor, the Clty Manager, any Assistant Crty Manager, and the Director of Finance to execute any documents, certificates or reports required by the Code, and to make such electrons on behalf of the Issuer which may be permitted by the Code as are consistent wrth the purpose for the Issuance of the Certificates In order to facilitate compliance wrth clause (h) above, a "Rebate Fund" Is hereby established by the Issuer for the sole benefit of the United States of America, and such Fund shall not be subject to the claim of any other person, Including without llrnrtatron the holders of the Certificates The Rebate Fund rs established for the addrtronal purpose of compliance wrth Section 148 of the Code Section 14 ALLOCATION OF, AND LINIITATION ON, EXPENDITURES FOR THE PROJECT That the Issuer covenants to account for the expenditure of proceeds from the sale of -27- the Certificates and any investment earnings thereon to be used for the purposes described in Section 1 of this Ordinance (such purpose referred to herein and Section 15 hereof as a "Project") on its books and records in accordance with the requirements of the Code The Issuer recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (a) the expenditure on a Project is made or (b) such Project is completed, but in no event later than three years after the date on which the ooginal expenditure is paid. The foregoing notwithstanding, the Issuer recognizes that in order for the proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended no more than 60 days after the later of (a) the fifth anniversary of the date of delivery of the Certificates or (b) the date the Certificates are retired. The Issuer agrees to obtain the advise of nationally-recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Certificates. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion from 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. Section 15 DISPOSITION OF PROJECT That the Issuer covenants that the property constituting a Project will not be sold or otherwise disposed m a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally-recognized bond counsel substantially to the effect that such sale or other disposition will not adversely affect the tax-exempt status of the Certificates For purposes of this Section, the portion of the property composing 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 -28- compensation. For purposes of this Section, the Issuer shall not be obligated to comply with this covenant of nt obtains an opinion of a natnonally-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 Section 16 CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES That the Mayor of the Issuer ns hereby authorized to have control of the Certificates initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Certificates pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas Upon registration of the Certificates said Comptroller of Public Accounts (or a deputy designated nn writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Certificates, and the seal of said Comp- troller shall be impressed, or placed nn facsimile, thereon. Section 17 DTC REGISTRATION That the Certificates initially shall be issued and delivered nn such manner that no physical distribution of the Certificates will be made to the public, and The Depository Trust Company ("DTC"), New York, New York, initially will act as depository for the Certnficates DTC has represented that rt ns a limited purpose trust company nncorporated under the laws of the State of New York, a member of the Federal Reserve System, a "clearnng corporatnon" wnthnn the meannng of the New York Uniform Commercnal Code, and a "clearnng agency" regnstered under Section 17A of the Securitnes Exchange Act of 1934, as amended, and the Issuer accepts, but nn no way vernfies, such representatnons. The Certnficates mrtnally authorized by thus Ordnnance shall be delivered to and regnstered m the name of CEDE & CO ,the nominee of DTC It ns expected that DTC will hold the Certnficates on behalf of the -29- Purchaser (as defined m Section 19 of this Ordinance) and its participants So long as each Certificate 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 abook-entry system which will identify ownership of the Certificates 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 established by them, and that the Certificates initially deposited with DTC shall be immobilized and not be further exchanged for substitute Certificates except as hereinafter provided. The Issuer is not responsible or liable for any functions of DTC, will not be responsible for paying any fees or charges with respect to its services, will not be responsible or liable for maintaining, supervising, or reviewing the records of DTC or its participants, or protecting any interests or nghts of the beneficial owners of the Certificates 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 Certificates, and the method of paying the fees and charges of DTC The Issuer does not represent, nor does rt m any way covenant that the initial book-entry system established with DTC will be maintained m the future Notwithstanding the initial establishment of the foregoing book-entry system with DTC, if for any reason any of the onginally delivered Certificates is duly filed with the Paying Agent/Registrar with proper request for transfer and substitution, as provided for in this Ordinance, substitute Certificates will be duly delivered as provided in this Ordinance, and there will be no assurance or representation that any book-entry system will be maintained for such Certificates. In connection with the initial establishment of the foregoing book-entry system with DTC, the Issuer heretofore has executed a "Blanket Letter of Representations" prepared by DTC in order to implement the book-entry system described above -30- Section 18 CONTINUING DISCLOSURE OBLIGATION (a) Definitions. That as used in this Ordinance, the following terms have the meanings ascribed to such terms below "MSRB" means the Municipal Securities Rulemaking Board "NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time "Rule" means SEC Rule 15c2-12, as amended from time to time "SEC" means the United States Securities and Exchange Commission. "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time (b) Annual Reports. (i) The Issuer 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 information and operating data with respect to the Issuer of the general type included in the final Official Statement authorized by Section 19 of this Ordinance, being the information described in Exhibit A hereto Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described m Exhibit A hereto, or such other accounting principles as the Issuer may be required to employ from time to time pursuant to state law or regulation, and (2) audited, if the Issuer 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 wrtlun such period, then the Issuer shall provide unaudited financial statements by the required time, and shall provide audited financial statements for the applicable fiscal year to each NRMSIR and any SID, when and if the audit report on such statements become available -31- (ii) If the Issuer changes its fiscal year, rt 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 Issuer 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 may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC (c) Material Event Notices. The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Certificates of Obligation, 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, S Substitution of credit or hquidrty providers, or their failure to perform, 6 Adverse tax opinions or events affecting the tax-exempt status of the Certificates, 7 Modifications to nghts of holders of the Certificates, 8 Certificate calls, 9 Defeasances, 10 Release, substitution, or sale of property secunng repayment of the Certificates, and 11 Rating changes The Issuer shall notify any SID and either each NRMSIR or the MSRB, m a timely manner, of any failure by the Issuer to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such subsection. (d) Limitations, Disclaimers, and Amendments. (i) The Issuer shall be obligated to observe and perform the covenants specified in this Section for so long as; but only for so long as, the Issuer remains an "obligated person" with respect to the Certificates within the meaning of the -32- Rule, except that the Issuer in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes Certificates no longer to be outstanding. (ii) The provisions of this Section are for the sole benefit of the registered owners and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices whrch it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Issuer does not make any representation or warranty concerning such information or rts usefulness to a decision to invest m or sell Certificates at any future date (iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE (iv) No default by the Issuer to 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 -33- this Ordinance Nothing m this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer under federal and state securities laws (v) The provisions of this Section may be amended by the Issuer from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates m 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 registered owners 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 Certificates consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as nationally recognized bond counsel) determined that such amendment will not materially impair the interest of the registered owners and beneficial owners of the Certificates If the Issuer so amends the provisions of this Section, tt shall include with any amended financial information or operating data next provided m accordance with subsection (b) of this Section an explanation, m 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 Issuer may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwater from lawfully purchasing or selling Certificates m the primary offering of the Certificates. -34- Section 19 SALE That the sale of the Certificates to Morgan Stanley, Dean Witter & Co ,and associates (the "Purchaser"), at a price of par and accrued interest on the Certificates to the date of delivery, is hereby authorized, ratified and confirmed. The Certificates 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 Certificates were sold to the highest bidder at terms that were the most advantageous reasonably obtained Any accrued interest and prerruum, if any, received from the sale of the Certificates shall be deposited to the Interest and Redemption Fund. Section 20 INTEREST EARNINGS That the interest earmngs derived from the investment of proceeds from the sale of the Certificates may be used along with other proceeds for the construction of the permanent improvements set forth in Section 1 hereof for which the Certificates are issued, provided that after completion of such permanent improvements, if any of such interest earmngs remain on hand, such interest earmngs shall be deposited in the Interest and Redemption Fund. It is further provided, however, that any interest earmngs on proceeds which are required to be rebated to the United States of America pursuant to this Ordinance hereof m order to prevent the Certificates from being arbitrage bonds shall be so rebated and not considered as interest earmngs for the purposes of this Section. Section 21 DEFEASANCE (a) Defeased Certificates. That. any Certificate and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Certificate, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made -35- or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar inaccordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Certificates shall have become due and payable At such time as a Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate 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 solely from such money or Defeasance Securities. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any deterrrunation not to redeem Defeased Certificates that is made m conJunction with the payment arrangements specified m subsection 21(a)(i) or (ii) shall not be irrevocable, provided that (1) m the proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the Defeased Certificates for redemption, (2) gives notice of the reservation of that nght to the owners of the Defeased Certificates immediately following the malcmg of the payment arrangements, and (3) directs that notice of the reservation be included m any redemption notices that it authorizes (b) Investment in Defeasance Securities. Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer be invested m Defeasance Secunties, maturing in the amounts and times as herembefore set forth, and all income from such Defeasance -36- Securities received by the Paymg Agent/Registrar that is not required for the payment of the Certificates and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed m writing by the Issuer Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Certificates 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 m subsection 21(a)(i) or (ii) All income from such Defeasance Securities received by the Paymg AgentlRegistrar which is not required for the payment of the Defeased Certificates, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in wntmg by the Issuer (c) Defeasance Securities Defined. The term "Defeasance Securities" means (i) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America., (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date on the date the governing body of the Issuer adopts or approves the proceedings authorrzrng the financial arrangements are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. (d) Paying Agent/Registrar Services Until all Defeased Certificates shall have become due and payable, the Paying Agent/Regrstrar shall perform the services of Paying -37- Agent/Registrar for such Defeased Certificates the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance (e) Selection of Certificates for Defeasance In the event that the Issuer elects to defease less than all of the principal amount of Certificates of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Certificates by such random method as it deems fair and appropriate Section 22 PREAMBLE 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. Section 23 IlVINIEDIATE EFFECT That this Ordinance shall be effective immediately from and after its passage in accordance with the provisions of Section 2 of Chapter 25 of the Charter of the Crty, and rt is accordingly so ordained. Section 24 OPEN MEETING That it is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. -38- ADOPTED this 31st day of July, 2001 .Mayor, City of Fort Worth, Texas ATTEST f ity Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY City Attorney, Crty of Fort Worth, f~, ~ .r ., ~ . ~' ~ (SEAL) =- :... - ^. ~ .~ 4 , -~ r- a ~yi ! ,/ .a ~ '~/,# 41 ~ ~:~ R..1 1 ` -39- Exhibit A to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to m 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 m accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below The information of the general type included in tables 1 through 6, inclusive, and 8 through 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 m the notes to the financial statements referred to in paragraph 1 above -40- -,,. THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH I, Glona Pearson, City Secretary of the City of .Fort Worth, in the ,State of Texas, do hereby certify that I have compared the attached and foregoing excerpt from the minutes of the regular, open, public meeting of the City Council of the City of Fort Worth, Texas held on July 31, 2001, and of Ordinance No /~~3n which was duly passed at said meeting, and that said copy is a true and correct copy of said excerpt and the whole of said ordinance In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of Fort Worth, this 31st day of July, 2001 ~. ,... ,~ ~ ~,.. .; ~ w- y ,.~ „ _ ~.. =~,~ '':(SEAL) ~ ~- °~. ~ F - , ~ ,~ , . .~,. ~- ¢ f r- ~..~- -. 1 - r~r*y , ~{y~4i} ~ ~• Crty Secr ary of the City of Fort Worth, Texas -41- ,~ ` ~~ - City of Fort Forth, Texas A ar And aunc~l Carhmun~cAt~an ~~ ~ C DATE REFERENCE NUMBER LOG NAME PAGE 7/31/01 G-13328 13REVENUE 1 of 1 SUBJECT SALE OF $15,650,000, CITY OF FORT WORTH, TEXAS, COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2001A RECOMMENDATION It is recommended that the City Council 1 Adopt an ordinance providing for the issuance of $15,650,000, City of Fort Worth, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2001A, and approving the use of the "Notice of Sate and Bidding Instruction," "Official Bid Form," and "Official Statement" prepared in connection with the issuance of the above stated certificates, and 2. Authorize the $15,650,000, City of Fort Worth, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2001 A, be sold to Morgan Stanley, Dean Witter & Company, the bidder offering the lowest true interest rate of 4 864799% DISCUSSION Bids for the $15,650,000, City of Fort Worth, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2001 A, 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 BIDDER RATE (See Attachment) 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 pay for the costs of issuance related to the sale Specifically, $12 15 million of the proceeds will be used to partially fund Phase II of the Fort Worth Convention Center expansion and $3 5 million will be used to fund the Water Gardens Plaza CB.n Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) PROVED AP Charles Boswell 8511 P1 /~ ~ j Originating Department Head: ~~ L/ ~1 &» ~ ` Gu~'~ JUL 31 2l)0~ Jim Keyes 8517 (from) ~ Additional Information Contact: ~`~"`' '" 4'""`J City Seczetary of tho Texas t VS-arth f Fa Cit , s y o Jim Keyes 8517 !.--- /~~9op~e~ Qr~i~-rlanc~ ~o. ~!~