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HomeMy WebLinkAboutOrdinance 13870ORDINANCE NO I3~1~ BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS, PROVIDING FOR THE ISSUANCE OF $4,100,000 CITY OF FORT WORTH, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 1999; 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 SURPLUS 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 15th day of June, 1999, 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 m the Fort Worth Star-Telegram, as required by said Section 271 049 of the Texas Local Government Code, on June 23, 1999 and June 30, 1999; and WHEREAS, at its regularly scheduled meeting held on July 20, 1999, the Mayor announced that the sale of the such Certificates of Obligation would be postponed until the regularly scheduled July 27, 1999 meeting of the City Council, so that the sale of such Certificates of Obligation could be held at the same time as the sale of the City's General Purpose Bonds, Serves 1999; and WHEREAS, no petition, signed by 5% of the qualified electors of said City as permitted by said 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 authorized 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 COUNCII. OF THE CITY OF FORT WORTH, TEXAS Section 1 AUTHORIZATION OF CERTIFICATES OF OBLIGATION That said City's Certificates of Obligation, to be designated the "City of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation, Serves 1999", are hereby authonzed to be issued and delivered m the pnncipal amount of $4,100,000 for the purpose of providing part of the funds for paying contractual obligations to be incurred by the Crty, to-wit the construction of improvements to and the equipping oftwo ofthe City's mumcipally-owned golf courses, Pecan Valley Golf Course, located at 6400 Pecan Valley Drive, and Meadowbrook Golf Course, located at 1815 Jensen Road, in the City of Fort Worth, Texas, and the payment of fiscal, engmeenng .and legal fees incurred m connection therewith. Section 2 DATE, DENONIlNATIONS, NUMBERS AND MATURITIES That said Certificates of Obligation shall initially be issued, sold and delivered hereunder as fully registered certificates, without interest coupons, dated July 1 S, 1999, m the respective denominations and principal amounts hereinafter stated, numbered consecutively from R-1 upward, payable to the respective initial registered owners thereof, or to the registered assignee or assignees of said certificates or any portion or portions thereof (in each case, the "Registered Owner"), and said Certificates of Obligation shall mature and be payable on March 1 in each of the years and in the principal amounts as follows PRINCIl'AL PRINCIl'AL YEAR AMOUNT ($) YEAR AMOUNT ($1 2001 205,000 2011 205,000 2002 205,000 2012 205,000 2003 205,000 2013 205,000 2004 205,000 2014 205,000 2005 205,000 2015 205,000 2006 205,000 2016 205,000 2007 205,000 2017 205,000 2008 205,000 2018 205,000 2009 205,000 2019 205,000 2010 205,000 2020 205,000 -2- 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 3 REDEMPTION (a) That the Crty reserves the right to redeem the Certificates of Obligation maturing on or after March 1, 2008, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on March 1, 2007, 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 of Obligation are to be redeemed by the City, the City shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar tocall bylot Certificates of Obligation, or portions thereof, within such maturity or maturities and in such principal amounts, for redemption. (b) At least thirty (30) days prior to the date any such Certificates of Obligation 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 of Obligation 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 the address thereof as shown on the registration books of the Paying Agent/Registrar and (ii) a 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 Umted 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 (i) above, or any defect therein or in the sending or mailing thereof, shall not affect the -3- validity or effectiveness of the proceedings for the redemption of any Certificate of Obligation, and the publication of notice as described in (ii) above shall be the only notice actually required in connec- tion with or as a prerequisite to the redemption of any Certificates of Obligation. By the date fixed for any such redemption due provision shall be made by the City with the Paying AgentlRegistrar for the payment of the required redemption price for the Certificates of Obligation 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 of Obligation, 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/Registrarout ofthefunds provided for such payment. The Paying AgentlRegistrar shall record in the Registration Books all such redemptions of principal of the Certificates of Obligation or any portion thereof. If a portion of any Certificate of Obligation shall be redeemed, a substitute Certificate of Obligation or Certificates of Obligation having, the same maturity date, bearing interest at the same rate, m any Authorized Denorrunation, at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the City, all as provided m this Ordinance In addition, notice of such redemption shall be provided in the manner 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 of Obligation. -4- Section 4 INTEREST The Certificates scheduled to mature during the years, respectively, set forth below shall bear interest at the following rates per annum. maturities 2001, 6 000% maturities 2011, 5 000% maturities 2002, 6 000% maturities 2012, 5 000% maturities 2003, 6 000% maturities 2013, 5 100% maturities 2004, 6 000% maturities 2014, 5 125% maturities 2005, 6 000% maturities 2015, 5 200% matunttes 2006, 6 000% matunttes 2016, 5 250% matunttes 2007, 4 600% matunttes 2017, 5 250% matunttes 2008, 4 700% matunttes 2018, 5 250% maturities 2009, 4 800% matunttes 2019, 5 300% maturities 2010, 4 900% matunttes 2020, 5 300% Said interest shall be payable 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 OF THE CERTIFICATES (a) The Issuer shall keep or cause to be kept at the designated corporate trust office (the "Designated Trust Office") of Chase Bank of Texas, National Association, or such other bank, trust company, financial institution, or other agency named in accordance with the provisions of (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 AgentlRegistrar 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 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 its Designated Trust Office, but otherwise -5- the Paying Agent/Registrar shall keep the Registration Books confidentral and, unless otherwise required by law, shall not permit their inspection by any other entity Registration of each Certificate may be transferred in 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 with proper wntten instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of such Certificate, or any portion thereof m any integral multiple of $5,000, to the assignee or assignees thereof, and the nght 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 m exchange therefor m the manner herein provided. (b) The entity m whose name any Certificate shall be registered 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 City and the Paying Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on account of, the pnncipal of, premium, 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) The City 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 its agent to exchange or replace Certificates, all as provided m 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 Certificates, and of all exchanges thereof, and all replacements thereof, as provided m this Ordinance. -6- (d) Each Certificate may be exchanged for fully registered cer#ificates 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 then 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 the denomination of $5,000, or any integral multiple thereof (subject 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 pnncipal 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 rt 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 in 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, however, that any Certificate delivered m exchange for or replacement of another Certificate prior 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 -7- 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, m which case it 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 issued in exchange for or replacement of any Certificate or Certificates issued under this Ordinance there shall be punted thereon a Paying Agent/Registrar's Authentication Certificate, m the form hereinafter set forth m the FORM OF CERTIFICATE set forth in this Ordinance An authorized representative of the Paying AgentlRegistrar shall, before the delivery of any such substitute certificate, date such substitute certificate m the manner set forth above, and manually sign and date such Authentication Certificate, and no such substitute certificate shall be deemed to be issued or outstanding unless such Authentication Certificate is so executed. The Paying AgentlRegistrar promptly 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 Article 717k-6, V A. T C S ,and particularly Section 6 thereof, the duty of exchange or replacement of any Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Paying Agent/Registrar's Authentication Certificate, the exchanged or replaced certificate shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Certificates which originally were -s- delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (e) All Certificates issued m exchange or replacement of any other Certificate or portion thereof; (i) shall be issued in fully registered form, without interest coupons, v~nth the pnncipal 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) maybe exchanged for other Certificates, (v) shall have the charactenstics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Certificates shall be payable, all as provided, and in the manner re- quired or indicated, m the FORM OF CERTIFICATE set forth m this Ordinance (f) The City shall pay the Paying Agent/Registrar'syeasonable 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/Regis- tray'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 in the case of the exchange of an assigned and transferred certificate or certificates or any portion or portions thereof m any integral multiple of $5,000, as provided in this Ordinance, such fees and charges will be paid by the Crty In addition, the City hereby covenants with the registered owners of the Certificates that rt will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrarfoy its services with respect to the payment ofthe principal of and interest on Certificates, when due, and (ii) pay the fees and charges of the Paying Agent/Registrarfoy services -9- 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) The Crty covenants with the registered owners of the Certificates that at all times while the Certificates are outstanding the City will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Certificates under this Ordinance, and that the Paying Agent/Registrar will be one entity The Crty reserves the nght to, and may, at its option, change the Paying Agent/Regis- trar upon not less than 60 days wntten notice to the Paying Agent/Registrar In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act~as such, the Crty covenants that promptly rt 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 Umted States of America or of any state, authorized under such laws to exercise trust powers, subject to supervision or examination by federal or state authority, and whose qualifications substantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/Registrar under this Ordinance. Upon any change m the Paying Agent/Registrar, the previous Paying Agent/Registrarproinptly 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/Registrardwignated and appointed by the City Upon any change in the Paying Agent/Registrar, the Crty promptly will cause a wntten notice thereof to be sent by the new Paying Agent/Regxstrar to each registered owner of the Certificates, by United States Mail, postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar By accepting the position and perfomm~g as such, each Paying Agent/Registrar shall be deemed to -10- 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 Certificates of Obligation as set forth in Section 3 hereof, the Paying Agent/Registrar shall give notice of redemption of Certificates of Obligation by United States mail, first-class, postage prepaid, at least thirty (30) days prior to a redemption date to the SID and each NRMSIR. In addition, m the event of a redemption caused by an advance refunding of the Certificates of Obligation, 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 mnety (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 prior to the general mailing or publication date of such notice The Paying AgentlRegistrar shall also send a notice of redemption to the registered owner of any Certificates of Obligation who has not sent the Certificates of Obligation m for redemption sixty (60) days after the redemption date The failure to send, mail or receive any such notice described m 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 of Obligation. (ii) Each redemption notice, whether required in the FORM OF CERTIFICATE or otherwise by this Ordinance, shall contain a description of the Certificates of Obligation to be redeemed including the complete name of the Certificates of Obligation, the Serves, the date of issue, the interest rate, the maturity date, the CUSIP number, the amounts called of each Certificate of Obligation, the publication and mailing date for the notice, the date of redemption, the redemption pnce, the name of the Paying AgentlRegistrar and the address at which the Certificate of Obligation maybe 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 of Obligation shall include a CiJSIP number relating to each amount paid to such registered owner Section 6 FORM OF CERTIFICATES The form of the 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 initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate vanatnons, omissions, or insertions as are permntted or required by this Ordinance 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 1999 MATURITY DATE INTEREST RATE ORIGINAL ISSUE DATE CUSII' JULY 15, 1999 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 pnncnpal amount of DOLLARS -i2- and to pay interest thereon, from the Original Issue Date specified above, to the Maturity Date specified above, or the date of its redemption prior to scheduled maturity, at the interest rate per annum specified above, with said interest payable on March 1, 2000, and semiannually on each September 1 and March 1 thereafter; except that if this Certificate is required to be authenticated and the date of its authentication is later than March 1, 2000, such interest is payable semiannually on each September 1 and March 1 following such date THE PRINCIPAL OF AND INTEREST ON this Certificate are payable m lawful money of the United States of America, 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 (the "Designated Trust Office") of Chase Bank of Texas, National Association, which is the "Paying Agent/Registrar" for this Certificate The payment of interest on this Certificate shall be made by the Paying AgentlRegistrar 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 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 -13- owner of this Certificate that on or before each principal and interest payment date for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Redemption Fund" created by the Certificate Ordinance, the amounts required to provide for the payment, m immediately available funds, of all principal of and interest on the Certificates, when due 1N 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 Pa}nng 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 m the city where the Designated Trust Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the original date payment was due THIS CERTIFICATE is one of a Series of Certificates dated as of the Original Issue Date stated above, authorized m accordance with the Constitution and laws of the State of Texas in the -14- principal amount of $4,100,000, FOR THE PURPOSE OF PROVIDING PART OF THE FUNDS FOR PAYING CONTRACTUAL OBLIGATIONS TO BE INCURRED BY THE CITY, TO-WIT, THE CONSTRUCTION OF IMPROVEMENTS TO AND THE EQUIPPING OF TWO OF THE CITY'S MUNICIPALLY-OWNED GOLF COURSES, PECAN VALLEY GOLF COURSE, LOCATED AT 6400 PECAN VALLEY DRIVE, AND MEADOWBROOK GOLF COURSE, LOCATED AT 1815 JENSEN ROAD, IN THE CITY OF FORT WORTH, TEXAS, AND THE PAYMENT OF FISCAL, ENGINEERING AND LEGAL FEES INCURRED IN CONNECTION THEREWITH. ON MARCH 1, 2007, or on any date thereafter, the Certificates of this Serves maturing on March 1, 2008 and thereafter may be redeemed prior to their scheduled maturities, at the option of the Issuer, m whole, or m part, 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 City prior to stated maturity shall be selected by the Crty 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 period m which ownership of the Certificates is detemm~ed 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 particular Certificates of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the Issuer and the securities depository AT LEAST 30 days prior to the date fixed for any such redemption (a) a written notice of such redemption shall be given to the registered owner of each 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 lus address shown on the Registration Books -15- of the Paying Agent/Registrar and (b) notice of such redemption either shall be published one (1) time m or posted electronically on the websrte 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 m (a) above, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any 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 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 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, m any denonnination or denorninations 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 -16- to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided m the Ordinance ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates, without interest coupons, in the denorrunation of any integral multiple of $5,000 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, in any denomination or denominations m any integral multiple of $5,000 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 Tnzst Office for cancellation, all m 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 AgentlRegistrar at its 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 integral multiple of $5,000 to the assignee or assignees in whose name or names this Certificate or any such portion or portions hereof is or are to be transferred and registered. The form of Assignment panted 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, mthe case of the exchange of an -17- 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 Pa}nng 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 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, delivering or k 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 transfernng 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 in 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 in the authorization, issuance, and delivery of this Certificate have been performed, existed, and been done in accordance with law; that this Certificate is a direct obligation of said Issuer, issued on the full faith and credit thereof; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and have been pledged for such -1s- payment, wntlun the lnrnit prescribed by law; and that surplus revenues from the operation of the City's mumcnpal golf course system remaining after payment of all operation and maintenance ex- penses thereof and any other obingatnons heretofore or hereafter incurred to which such revenues have been or shall be encumbered by a lien on and pledge of such revenues superior to the lien on and pledge of such revenues to the Certificates, have been pledged as addntnonal security for the Certificates BY BECOMING the registered owner of this Certificate, the registered owner thereby acknowledges all of the terms and provnsnons of the Certificate Ordinance, agrees to be bound by such terms and provisnons, acknowledges that the Certnficate Ordinance ns duly recorded and available for nnspection in the official minutes and records of the Issuer, and agrees that the terms and provnsions of this Certificate and the Certnficate Ordinance constitute a contract between each regnstered owner hereof and the Issuer IN WITNESS WHEREOF, this Certnficate has been signed wrath the manual or facsnmile signature of the Mayor of the Cnty, attested by the manual or facsnmile sngnature of the City Secretary, and approved as to form and legality wrath the manual or facsnmile sngnature of the City Attorney, and the official seal of the Issuer has been duly affixed to, or impressed, or placed nn facsnmile, on thus Certnficate xxxxx Cnty Secretary APPROVED AS TO FORM AND LEGALITY xxxxx Cnty Attorney xxxxx Mayor (SEAL) -19- FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It ns hereby certified that this Certificate of Obligation has been issued under the provisions of the proceedings adopted by the City as described m the text of this Certificate of Obligation, and that this Certificate of Obligation has been issued nn 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 orngnnally 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 CHASE BANK OF TEXAS, NATIONAL ASSOCIATION Paying Agent/Regnstrar By Authorized Representative *FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO THE CERTIFICATES UPON II~lITIAL DELIVERY THEREOF OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO I hereby certify that there ns 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 tim as required by law, and that he finds that nt has been issued nn conformity with the Constitution and laws of the State of Texas, and that rt ns a valid and binding obligation of the Cnty of Fort Worth, Texas, payable m the manner provided by and nn the ordinance authornznng same, and said Certificate has this day been registered by me WITNESS MY HAND and seal of office at Austin, Texas this (SEAL) NOTE *¶ to accompany initial certificates only Comptroller of Public Accounts of the State of Texas -20- 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 pent or typewrite name and address, including zip code of Transferee) the within Certificate of Obligation and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within 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 -21- The punter of the Certificates ns hereby authorized to pant 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 nnsurance company providing municipal bond nnsurance, of any, covering all or any part of the Certificates. Section 7 DEFINITIONS That the terms "Certnficates" and "Certificates of Obligation" shall mean the City of Fort Worth, Texas Combnnation Tax and Revenue Certificates of Obligation, Serves 1999 authorized to be nssued and delnvered by this Ordinance, and the term "Surplus Revenues" shall mean those revenues from the operation of the Cnty's municipal golf course system remaining after payment of all operation and maintenance expenses thereof and other obligations heretofore or hereafter nncurred to which such revenues have been or shall be encumbered by a lien on and pledge of such revenues superior to the lnen on and pledge of such revenues to the Certificates. Section 8 INTEREST AND REDEMPTION FUND That a specnal fund or account, to be designated the "City of Fort Worth, Texas Serves 1999 Certificate of Obligation Interest and Redemption Fund" ns hereby created and shall be established and maintained by the Issuer Sand Interest and Redemption Fund shall be kept separate and apart from all other funds and accounts of said Issuer, and shall be used only for paynng the interest on and prnncipal of sand Certificates. All ad valorem taxes levied and collected for and on account of sand Certnficates shall be deposnted, as collected, to the crednt of sand Interest and Redemption Fund. During each year while any of sand Certnficates are outstanding and unpand, the governing body of sand Issuer shall compute and ascertann the rate and amount of ad valorem tax, based on the latest approved tax rolls of sand Issuer, wrath full allowances benng made for tax delnnquencies and the cost of tax collectnons, which will be sufficnent to raise and produce the money requnred to pay the interest on -22- said Certificates as such interest comes due, and to provide a sinking fund to pay the principal of said Certificates as such principal matures, but never less than 2% of the original amount of said 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 in said Issuer for each year while any,of said Certificates are outstanding and unpaid, and sand 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 said Certificates, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law 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 Certificates Section 9 REVENUES That the Certificates of Obligation are additionally secured by and shall be payable from the Surplus Revenues The Surplus Revenues are pledged by the City pursuant to authority of Article 1269-4 1, Texas Revised Civil Statutes The Issuer shall promptly deposit the Surplus 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 Surplus Revenues are actually on deposit or budgeted for deposit m the Interest and Redemption Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, 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 Surplus Revenues then on deposit in the Interest and Redemption Fund or budgeted for deposit herein. -23- Section 10 TRANSFER. That the City shall do any and all things necessary to accomplish the transfer of monies to the Interest and Redemption Fund of this issue in ample time to pay such items of principal and interest due on the Certificates of Obligation. Section 11 SECURITY FOR FUNDS That the Interest and Redemption Fund created by this Ordinance shall be secured m the manner and to the fullest extent perrmtted or required by law for the security of public funds, and such 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 damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new certificate of the same pnncipal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Certificate, m replacement for such Certificate m 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 furmsh to the Crty and to the Paying Agent/Registrar such security or mdemmty 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 furmsh to the City 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 -24- shall surrender to the Paying Agent/Regnstrar for cancellation the Certificate so damaged or mutilated. (c) No Default Occurred. That notwithstanding the foregoing provisions of this Section, nn the event any such Certificate shall have matured, and no default has occurred which ns then continuing nn the payment of the principal of, redemption prennium, of any, or interest on the Certificate, the Cnty may authorize the payment of the same (without surrender thereof except nn the case of a damaged or mutilated Certificate) instead of issuing a replacement certificate, provided security or mdemmty ns furnished as above provided m this Section. (d) Charge for Issuing Replacement Certificates. That prior to the nssuance of any replacement certnficate, the Paynng Agent/Regnstrar shall charge the regnstered owner of such certnficate wrath all legal, prnntnng, and other expenses nn connection therewnth. Every replacement certificate nssued pursuant to the provisions of thus Sectnon by vnrtue of the fact that any certnficate is lost, stolen, or destroyed shall constntute a contractual obingatnon of the City whether or not the lost, stolen, or destroyed certnficate shall be found at any tame, or be enforceable by anyone, and shall be entntled to all the benefits of thus Ordinance equally and proportionately wrath any and all other Certnficates duly nssued under thus Ordinance (e) Authority for Issunng_Replacement Certnficates That nn accordance wrath Sectnon 6 of Vernon's Ann Tex. Cnv St. Art. 717k-6, thus Sectnon of thus Ordinance shall constntute authonty for the nssuance of any such replacement certnficate without necessnty of further action by the Cnty or any other body or person, and the duty of the replacement of such Certnficates is hereby authorized and nmposed upon the Paynng Agent/Regnstrar, and the Paynng Agent/Regnstrar shall authenticate and delnver such Certnficates in the foam and manner and wrath the effect, as provided -25- m Section 5(a) of this Ordinance for Certificates issued m conversion and exchange of other Certificates Section 13 FEDERAL INCOME TAX MATTERS That the Crty covenants to refrain from any action which would adversely affect, or to take such action as to ensure, the treatment of the Certificates of Obligation as obligations described in Section 103 of the Code, the interest on which is not includable m the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Crty covenants as follows (a) to take any action to assure that no more than 10 percent of the proceeds of the Certificates of Obligation (less amounts deposited to a reserve fund, if any) are used for any "pnvate 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 Crty, with respect to such pnvate 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 Certificates of Obligation, m contravention of Section 141(b)(2) of the Code; (b) to take any action to assure that m the event that the "pnvate business use" described m subsection (a) hereof exceeds 5 percent of the proceeds of the Certificates of Obligation (less amounts deposited into a reserve fund, if any) then the amount m excess of 5 percent is used for a "pnvate business use" which is "related" and not "disproportionate", within the meamng of Section 141(b)(3) of the Code, to the gov- ernmental use; (c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or five percent of the proceeds of the Certificates of Obligation (less -26- amounts deposited into a reserve fund, of any) is directly or indirectly 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 taking any action which would otherwise result m the Certificates of Obhgatnon being treated as "private activity bonds" within the meaning of Section 141(b) of the Code, (e) to refrain from taking any action that would result nn the Certificates of Obligation being "federally guaranteed" wntlun the meaning of section 149(b} of the Code, (f) to refrain from using any portion of the proceeds of the Certificates of Obligation, 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 Certificates of Obligation, other than investment property acquired with -- (1) proceeds of the Certificates of Obligation invested for a reasonable temporary period of three years or less or, nn 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 nn a bona fide debt service fund, wntlin the meaning of Section 1 148-1(b) of the Treasury Regulations, and (3) amounts deposited nn any reasonably requnred reserve or replacement fund to the extent such amounts do not exceed 10 percent of the pro- ceeds of the Certifcates of Obligation, -2~_ (g) to otherwise restnct the use of the proceeds of the Certificates of Obligation or amounts treated as proceeds of the Certificates of Obligation, as may be necessary, so that the Certificates of Obligation 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 Unnted States of Amenca at least once during each five-year pernod (begnnnnng on the date of delivery of the Certificates of Obligation) an amount that us at least equal to 90 percent of the "Excess Earmngs," within the meaning of Section 148(fj of the Code and to pay to the Umted States of Amernca, not later than 60 days after the Certnficates of Obligation have been pand nn full, 100 percent of the amount then required to be paid as a result of Excess Earnings under Sectnon 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, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prnor to the date of issuance of the Certnficates of Obligation. It is the understanding of the City that the covenants contanned herein are untended to assure compliance wrath the Code and any regulations or rulings promulgated by the U S Department of the Treasury pursuant thereto In the event that regulations or rulnng are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Certnficates of Obligation, the City will not be required to comply wrath any covenant contanned hereon 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 taxatnon of interest on the Certnficates of Obligation under Sectnon 103 of the Code. In the event that regulations or rulings are hereafter promulgated wliich impose additnonal requirements wliich -28- are applicable to the Certificates of Obligation, the Cnty agrees to comply with the additional requirements to the extent necessary, nn the opinion of nationally-recognized bond counsel, to preserve the exemptnon from federal income taxation of nnterest on the Certificates of Obligation under Sectnon 103 of the Code In furtherance of such nntentnon, the Cnty hereby authorizes and directs the Mayor, the Crty Manager, any Assnstant City Manager, and the Director of Finance to execute any documents, certnficates or reports requnred by the Code, and to make such elections on behalf of the Cnty which may be permntted by the Code as are consnstent wrath the purpose for the issuance of the Certificates of Obligation. In order to facilitate compliance with clause (h) above, a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such Fund shall not be subject to the claim of any other person, nncluding without lnmitation the bondholders The Rebate Fund is established for the additional purpose of complnance wrath Sectnon 148 of the Code Sectnon 14 ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE PROJECT That the Issuer covenants to account for the expenditure of proceeds from the sale of the certnficates and any nnvestment earnings thereon to be used for the purposes described in Sectnon 1 of thus Ordnnance (such purpose referred to herein and Sectnon 15 hereof as a "Project") on rats books and records by allocating proceeds to expendntures wnthnn 18 months of the later of the date that (a) the expendnture on a Project ns made or (b) such Project is completed. The foregonng notwnthstanding, 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 delnvery of the certnficates or (b) the date the certnficates are retnred, unless the Issuer obtanns an opinion of nationally- -29- recogmzed bond counsel substantially to the effect that such expenditure will not adversely affect the tax-exempt status of the Certificates Section 15 DISPOSITION OF PROJECT That the Issuer covenants that the property constntutnng a Project will not be sold or otherwise disposed nn a transaction resulting nn the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally-recogmzed bond counsel substantially to the effect that such sale or other disposition will not adversely affect the tax-exempt status of the Certificates Section 16 CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES That the Mayor of the City ns hereby authorized to have control of the Certificates nmtnally issued and delivered hereunder and all necessary records and proceedings pertamm~g to the Certificates pending their delivery and their investigation, exanrinatnon, 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 wrntnng to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Certificates, and the seal of said Comptroller shall be impressed, or placed nn facsimile, on such certificate Section 17 DTC REGISTRATION That the Certificates of Obligation nmtnally shall be issued and delivered nn such manner that no physical distribution of the Certificates of Obligation will be made to the public, and The Depository Trust Company ("DTC"), New York, New York, initially will act as depository for the Certificates of Obligation. DTC has represented that rt ns a lmm~ted purpose trust company nncorporated under the laws of the State of New York, a member of the Federal Reserve System, a "clearnng corporation" wnthnn the meaning of the New York Uniform Commercial Code, and a "clearnng agency" registered under Section 17A of the -30- Securities Exchange Act of 1934, as amended, and the Cnty accepts, but nn no way verifies, such representations The Certificates of Obligation nritnally authonzed by this Ordinance shall be delivered to and registered nn the name of CEDE & CO ,the nominee of DTC It ns expected that DTC will hold the Certificates of Obligation on behalf of the Purchaser (as defined nn Section 19 of this Ordinance) and its participants. So long as each Certificate of Obligation ns registered in the name of CEDE & CO ,the Paying Agent/Regnstrar shall treat and deal with DTC the same nn all respects as of rat were the actual and beneficial owner thereof. It ns expected that DTC will manntann a book-entry system which will identify ownership of the Certificates of Obligation nn 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 of Obligation initially deposited with DTC shall be immobilized and not be further exchanged for substitute Certnficates of Obingatnon except as hereinafter provnded. The City ns not responsible or lnable for any functions of DTC, will not be responsible for paynng any fees or charges wrath respect to rats senvnces, will not be responsible or lnable for manntanring, supervnsnng, or revnewnng the records of DTC or rats participants, or protecting any nnterests or nghts of the beneficial owners of the Certnficates of Obligation. It shall be the duty of the DTC Participants, as defined in the Official Statement herein approved, to make all arrangements wrath DTC to estabinsh thus book-entry system, the beneficial ownership of the Certnficates of Obingation, and the method of paynng the fees and charges of DTC The City does not represent, nor does rat in any way covenant that the inntial book-entry system established wrath DTC will be maintained in the future Notwithstanding the nnntnal estabinshment of the foregoing book-entry system wrath DTC, if for any reason any of the ongmally delivered Certnficates of Obligation is duly filed wrath the Paying Agent/Registrar wrath proper request for transfer and substntution, as provnded for in thus -31- Ordinance, substitute Certificates of Obligation will be duly delivered as provided nn this Ordinance, and there will be no assurance or representation that any book-entry system will be manntanned for such Certificates of Obligation. In connection with the initial establishment of the foregoing book-entry system wrath DTC, the City heretofore has executed a "Blanket Letter of Representatnons" prepared by DTC nn order to nmplement the book-entry system described above Section 18 CONTINUING DISCLOSURE OBLIGATION (a) Definitions. That as used nn this Sectnon, the following terms have the meanings ascribed to such terms below "MSRB" means the Munncnpal Securities Rulemaknng Board "NRMSIR" means each person whom the SEC or rats staff has determnned to be a nationally recognized mumcnpal securntnes nnformatnon reposntory wnthnn the meaning of the Rule from tame to tame "Rule" means SEC Rule 15c2-12, as amended from tame to time "SEC" means the United States Securntnes and Exchange Commnssion. "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determnned by the SEC or rats staff to be, a state nnformatnon depository within the meaning of the Rule from tame to time (b) Annual 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 1999, financial informatnon and operating data wrath respect to the Cnty of the general type nncluded nn the final Official Statement authorized by Sectnon 19 of this Ordinance, being the information described nn Exhibit A hereto Any financnal statements so to be provided shall be (1) prepared nn accordance wrath the accounting principles described in Exhibit A hereto, or such other accounting principles as the Cnty may be required to employ from tame to time pursuant to state law or regulation, and -32- (2) audited, if the City commissions an audit of such statements and the audit is completed within the penod dunng which they must be provided. If the audit of such financial statements is not complete wrtlun such penod, then the City shall provide unaudited financial statements by the required time, and shall provide audited financial statements for the applicable fiscal year to each NRMSIR and any SID, when and if the audit report on such statements become available (ii) If the City 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 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 may be set forth m full m one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if rt 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 City shall notify any SID and either each NRMSIR or the MSRB, m a timely manner, of any of the following events with respect to the Certificates of Obligation, if such event is matenal within the meamng of the federal securities laws 1 Principal and interest payment delinquencies, 2 Non-payment related defaults, 3 Unscheduled draws on debt service reserves reflecting financial difficulties, 4 Unscheduled draws on credit enhancements reflecting financial difficulties, 5 Substitution of credit or liquidity providers, or their failure to perform, 6 Adverse tax opinions or events affecting the tax-exempt status of the Certificates of Obligation, 7 Modifications to rights of holders of the Certificates of Obligation, 8 Certificates of Obligation calls, 9 Defeasances, 10 Release, substitution, or sale of property securing repayment of the Certificates of Obligation, and 11 Rating changes -33- The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the Crty to provide financial information or operating data m accordance wrth subsection (b) of this Section by the time required by such subsection. (d) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to observe and perform the covenants specified m this Section for so long as, but only for so long as, the Crty remains an "obligated person" with respect to the Certificates of Obligation within the meaning of the Rule, except that the City m any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes Certificates of Obligation 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 of Obligation, and nothing m this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Crty undertakes to provide only the financial information, operating data, financial statements, and notices which rt has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided m accordance wrth thus Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest m or sell Certificates of Obligation at any future date (iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OF OBLIGATION OR ANY OTHER PERSON, 1N CONTRACT OR TORT, FOR DAMAGES -34- RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LMTED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE (iv) No default by the City m observing or perforrrung 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 m this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Crty under federal and state securities laws (v) The provisions of thus Section may be amended by the Crty from time to time to adapt to changed circumstances that anse from a change in legal requirements, a change m law, or a change m the identity, nature, status, or type of operations of the City, but only if (1) the provisions of thus Section, as so amended, would have permitted an underwater to purchase or sell Certificates of Obligation in the pamary offering of the Certificates of Obligation m compliance with the Rule, talcmg 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 m aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Certificates of Obligation consent to such amendment or (b) a person that is unaffiliated with the City (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 of Obligation. If the Crty so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided m accordance with subsection (b) of this Section an -35- explanation, nn narrative form, of the reason for the amendment and of the impact of any change nn the type of financial information or operating data so provided. The City may also amend or repeal the provisions of this continuing disclosure agreement of the SEC amends or repeals the applicable provision of the Rule or a court of final ~urisdictnon enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Certificates of Obligation m the primary offering of the Certificates of Obligation. Section 19 SALE That the sale of the Certificates of Obligation to, Merrill Lynch & Co ,and associates, at a pace of par and accrued interest on the Certificates of Obligation to the date of delivery, ns hereby authorized, ratified and confirmed. The Certificates of Obligation 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, ns hereby approved. It ns hereby officially found, deterrnined and declared that the Certificates of Obligation were sold to the highest bidder at terms that were the most advantageous reasonably obtained. Any accrued interest received from the sale of the Certificates of Obligation shall be deposited to the Interest and Redemption Fund. Section 20 INTEREST EARNINGS Interest earnings 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 nn Section 1 hereof for which the Certificates are issued, provided that after completion of such permanent improvements, of any of such interest earnings remain on hand, such interest earnings shall be deposited nn the Interest and Redemption Fund. It is further provided, however, that any merest earnings on proceeds which are required to be rebated to the United States of America pursuant to thus Ordinance hereof nn -36- order to prevent the Certificates from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section. , Section 21 DEFEASANCE (a) That any Certificate of Obligation shall be deemed to be paid, retired and no longer outstanding within the meaning of tlis Ordinance when payment of the principal of, redemption premium, if any, on such Certificate of Obligation, plus interest thereon to the due date thereof (whether such due date be by reason of matunty, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance wrth the terms thereof (including the giving of any required notice of redemption), or (ii) shall have been provided for by irrevocably depositing with, or malcmg available to, a paying agent (or escrow agent) therefor, m trust and irrevocably set asnde exclusnvely for such payment, (1) money sufficient to make such payment or (2) Defeasance Obligations, as hereinafter defined m this Section, certified by an independent public accounting firm of national reputation, to mature as to principal and interest in such amounts and at such tames as will insure the availability, without reinvestment, of sufficient money to make such payment, and all necessary and proper fees, compensation, and expenses of such paying agent pertaining to the Certificates of Obligation wrth respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of such paying agent. At such time as a Certificate of Obligation shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefit of this Ordinance or a lien on and pledge of the security granted in support of the payment of the Certificates of Obligation, and shall be entitled to payment solely from such money or Defeasance Obligations (b) That any moneys so deposited wrath a paying agent may, at the direction of the City, also be invested in Defeasance Obligations, maturing in the amounts and times as hereinbefore set -37- forth, and all income from all Defeasance Obligations in the hands of the paying. agent pursuant to this Section which is not required for the payment of the Certificates of Obligation, the redemption prermum, if any, and interest thereon, with respect to which such money has been so deposited, shall be remitted to the Crty (c) That the Crty covenants that no deposit will be made or accepted under clause (a)(ii) of this Section and no use made of any such deposit which would cause such Certificates of Obligation to be treated as arbitrage bonds within the meamng of section 148 of the Code (d) That for the purpose of this Section, the term "Defeasance Obligations" shall mean (i) direct, noncallable obligations of the Umted States of Amenca, including obligations that are unconditionally guaranteed by the Umted States of Amenca, (ii) noncallable obligations of an agency or instrumentality of the Umted States of Amenca, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City adopts or approves proceedings authorizing the issuance of refunding bonds or, if such defeasance is not m connection with the issuance of refunding bonds, on the date the Crty provides for the funding of an escrow to effect the defeasance of the Certificates of Obligation, are rated as to investment quality by a nationally recogmzed 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 the Crty adopts or approves proceedings authonzmg the issuance of refunding bonds or, if such defeasance is not in connection with the issuance of refunding bonds, on the date the Crty provides for the funding of an escrow to effect the defeasance of the Certificates of Obligation, are rated as to investment quality by a nationally recogmzed investment rating firm not less than AAA or its equivalent. The foregoing notwithstanding, for the purposes of this Ordinance, the -38- securities described m clauses (ii) and (iii) shall not be deemed to be Defeasance Securities prior to September 1, 1999 (e) That notwithstanding any other provisions of this Ordinance, all money or eligible securities set aside and held in trust pursuant to the provisions of this Section for the payment of Certificates of Obligation, the redemption prermum; if any, and interest thereon, shall be applied to and used for the payment of such Certificates of Obligation, the redemption premium, if any, and interest thereon. Section 21 PREAMBLE That the findings set forth m the preamble to this Ordinance are hereby incorporated into the body of this Ordinance and made a part hereof for all purposes Section 22 IlVIMEDIATE EFFECT That this Ordinance shall be effective immediately from and after rts passage m accordance with the provisions of Section 2 of Chapter 25 of the Charter of the Crty, and rt is accordingly so ordained. Section 23 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. -39- ADOPTED this 27th day of July, 1999 ~ ~ t.c,~, Mayor, City of Fort Worth, Texas ATTEST q~+~1\q~3~f ~"~Ar ~~ f ti~ ~ '~ ~ ~'~"~~ Ci y Secretary, . ~ ~~ ~ ~, ~ ~- ~ Crty of Fort Worth, Texas w'ix ~..~- (SEAI,) ~~ t s- ,^~ v _ ~;, . ,o ~ ~~~~ a 'n, \ ^ ,,~,^ ~ \ AP ROVED AS TO FO LEGALITY = ~ ;~ r ^ , ,~, ~ + T i City Attorney, Crty of Fort Worth, Texas -ao- Exhcbit A to Ordcnance DESCRIPTION OF ANNUAL FINANCIAL INFORIVIATION The following information is referred to ~n Section 18 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 areas specified (and included in the Appendix or under the headings of the Official Statement referred to) below The information of the general type included in tables 1 through 6, inclusive, and 8 through 15, inclusive Appendix B to the Official Statement, "Excerpts from the Annual Financial Report of the City of Fort Worth, Texas for the Fiscal Year Ended September 30, 1998" 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 THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH I, Glona Pearson, City Secretary of the Crty of Fort Worth, m the State of Texas, do hereby certify that I have compared the attached and foregoing excerpt from the rrunutes of the regular, open, public meeting of the Crty Council of the City of Fort Worth, Texas held on July 27, 1999, and. of Ordinance No /-~~ ~U 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 Said meeting was held in accordance with the provisions of Chapter 551, Texas Government Code In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of Fort Worth, this 27th day of July, 1999 ity Secretary of th Crty of Fort Worth, Texas S~a~'~' n `"~'t,,r ~,; .~..~,- -. b ...,, ~.. I `a, 4.;~(SEAL) ~ ~ --~ ~f,~ ~ .. ,r',. ,~,... ~ ~''~ a ~~ f ~'^kh~ ~ 1e~ {R.. :~: - r ~'s City of Fort Worth, Texas M,'Ayar and Council CommunicAtian DATE REFERENCE NUMBER LOG NAME PAGE 7/27/99 G-12617 13COMBINE 1 of 1 SUBJECT SALE OF $4,100,000 CITY OF FORT WORTH, TEXAS, COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 1999 RECOMMENDATION It is recommended that the City Council: 1 Adopt an Ordinance providing for the issuance of $4,100,000 00 City of Fort Worth, Texas, Combination Tax and Revenue Certificates of Obligation, Series 1999, 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 $4,100,000 00 City of Fort Worth, Texas, Combination Tax and Revenue Certificates of Obligation, Series 1999, be sold to Merrill Lynch & Company, the bidder offering the lowest true interest rate of 5 2217% DISCUSSION Bids for the $4,100,000 00 City of Fort Worth, Texas, Combination Tax and Revenue Certificates of Obligation, Series 1999, were received today (Tuesday, July 27, 1999) at 10 a.m A summary of the true interest rates for the bids is shown below BIDDER - RATE Merrill Lynch & Company 5.2217 William R. Hough & Company 5.2256 Morgan Keegan 5.241057 Prudential 5.2582 Proceeds from this sale will be used to fund the construction of improvements to and equipment for the Pecan Valley and Meadowbrook golf courses, and to pay for the costs of issuance related to the sale. CBj Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by (to) Ae~~ Charles Boswell 8511 //11 ~ ~j~~N~/~ Originating Department Head. JtlL 27 1449 Jim Keyes 8517 (from) ~ V / ~~ ~f rW-~+~ Additional Information Contact: . ate of th® r tr ~ y e ecre Citp City of Fort ~iYorth, Texas Judy Walton 8334 A~~ptel~ ~r(~lll~ll:~ N0~ ~.~~~