Loading...
HomeMy WebLinkAboutOrdinance 12696ORDINANCE NO. ~~~ AN ORDINANCE PROVIDING FOR THE ISSUANCE OF EIGHTY-FIVE MILLION ONE HUNDRED EIGHTY-FIVE THOUSAND DOLLARS ($85,185,000) OF THE GENERAL PURPOSE REFUNDING BONDS, SERIES 1996A, OF THE CITY OF FORT WORTH, TEXAS, BEARING INTEREST AT THE RATES HEREINAFTER SET FORTH, AND PROVIDING FOR THE LEVY, ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO PAY THE INTEREST ON SAID BONDS AND TO CREATE A SINKING FUND FOR THE REDEMPTION THEREOF AT MATURITY, REPEALING ALL ORDINANCES IN CONFLICT HEREWITH; AND PROVIDING THAT THIS ORDINANCE SHALL BE IN FORCE AND EFFECT FROM AND AFTER THE DATE OF ITS PASSAGE WHEREAS, the City of Fort Worth, Texas (the "City" or the "Issuer") proposes to refund certain maturities of its outstanding obligations, more particularly described in Exhibit "A" attached hereto (the "Refunded Obligations"); and WHEREAS, the refunding bonds hereinafter authorized are to be issued and delivered pursuant to Article 717k, V A T.C S., as amended, for the purpose of refunding the Refunded Obligations, and WHEREAS, Article 717k, V A T.C.S as amended, further authorizes the City to enter into an escrow agreement with any paying agent for the Refunded Obligations with respect to the safekeeping, investment, reinvestment, administration and disposition of any such deposit, upon such terms and conditions as the City and such paying agent may agree, provided that such deposits may be invested and reinvested in direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and which shall mature and bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment or prepayment of the Refunded Obligations; and WHEREAS, Texas Commerce Bank National Association, Dallas, Texas ("TCB"), the successor to Ameritrust Texas National Association, is the "Paying Agent/Registrar" for the Refunded Obligations; and WHEREAS, in accordance with Article 717k, V A.T C.S., the City herein authorizes an escrow agreement with TCB, wherein proceeds from the bonds herein authorized, together with other available funds, are authorized to be held for the purpose of the payment of principal of and interest on the Refunded Obligations; and WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturity within twenty years of the date of the bonds hereinafter authorized NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS. 1 That the bond or bonds of the City of Fort Worth, Texas (the "City" or the "Issuer") to be called "General Purpose Refunding Bonds, Series 1996", in the aggregate principal amount of $85,185,000 (the "Bonds" or the "Series 1996A Bonds"), be issued under and by virtue of the Constitution and laws of the State of Texas and the Charter of said City for the purpose of refunding certain of the outstanding obligations of the City, to-wit, the Refunded Obligations 2 That the Series 1996A Bonds shall be dated November 15, 1996, shall be in the denomination of $5,000 each, or any integral multiple thereof, shall be numbered consecutively from R-1 upward, and shall mature on the maturity date, in each of the years, and in the amounts, respectively, as set forth in the following schedule: -2- MATURITY DATE MARCH 1 1998 875,000 1999 21,660,000 2000 23,275,000 2001 22,320,000 2002 12,955,000 2003 30,000 2004 30,000 2005 1,355,000 2006 1,345,000 2007 1,340,000 3 That the Series 1996A Bonds shall not be subject to redemption at the option of the City prior to their stated maturities 4 That the Series 1996A Bonds scheduled to mature during the years, respectively, set forth below shall bear interest at the following rates per annum Bonds maturing Bonds maturing Bonds maturing Bonds maturing Bonds maturing Bonds maturing Bonds maturing Bonds maturing Bonds maturing Bonds maturing in in in in in in in in in in the the the the the the the the the the year 1998, 4 250% year 1999, 5 500% year 2000, 5 500% year 2001, 6.000% year 2002, 6 000% year 2003, 4 900% year 2004, 5 000% year 2005, 5.000% year 2006, 5 1000 year 2007, 5 200% Said interest shall be payable to the registered owner of any such Series 1996A Bond in the manner provided and on the dates stated in the FORM OF BOND set forth in this Ordinance 5 (a) The City shall keep or cause to be kept at the designated corporate trust office in Dallas, Texas (the "Designated Trust Office") of Texas Commerce Bank National -3- Association (the "Paying Agent/Registrar"}, or such other bank, trust company, financial institution, or other agency named in accordance with the provisions of (g) below, books or records of the registration and transfer of the Series 1996A Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such transfers and registrations under such reasonable regulations as may be prescribed by the City and the Paying Agent/Registrar; 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 such registered owner of each bond to which payments with respect to the Series 1996A Bonds shall be mailed, as herein provided The City or its designee shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise it shall be the duty of the Paying Agent/Registrar to keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity Registration of each Series 1996A Bond may be transferred in the Registration Books only upon presentation and surrender of such bond to the Paying Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satis- factory to the Paying Agent/Registrar, evidencing the assignment of such bond, or any portion thereof in any integral multiple of -4- $5,000, to the assignee or assignees thereof, and the right of such assignee or assignees to have such bond or any such portion thereof registered in the name of such assignee or assignees Upon the assignment and transfer of any Series 1996A Bond or any portion thereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herein provided (b) The entity in whose name any Series 1996A Bond shall be registered in the Registration Books at any time shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether or not such bond shall be overdue, and the City and the Paying Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on account of, the principal of, premium, if any, and interest on any such bond shall be made only to such registered owner. All such payments shall be valid and effectual to satisfy and discharge the lia- bility upon such bond 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 Series 1996A Bonds, and to act as its agent to exchange or replace Series 1996A Bonds, all as provided in this Ordinance The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Series 1996A Bonds, and of all exchanges thereof, and all replacements thereof, as provided in this Ordinance (d) Each Series 1996A Bond may be exchanged for fully registered bonds in the manner set forth herein. Each bond -5- issued and delivered pursuant to this Ordinance, to the extent of the unredeemed principal amount thereof, may, upon surrender thereof at the Designated Trust Office of the Paying Agent/Registrar, together with a written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures 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 bonds, without interest coupons, in the form prescribed in the FORM OF BOND 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 bond shall have a single stated maturity date), as requested in writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unredeemed principal amount of any Series 1996A Bond or Series 1996A Bonds so surrendered, and payable to the appro- priate registered owner, assignee, or assignees, as the case may be If a portion of any Series 1996A Bond shall be redeemed prior to its scheduled maturity as provided herein, a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in the denomination or denominations of any integral multiple of $5,000 at the request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation. If any Series -6- 1996A Bond or portion thereof is assigned and transferred, each bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the bond for which it is being exchanged Each substitute bond shall bear a letter and/or number to distinguish it from each other bond The Paying Agent/Registrar shall exchange or replace Series 1996A Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or replacement of any Series 1996A Bond or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Series 1996A Bonds for all purposes of this Ordinance, and may again be exchanged or replaced It is specifically provided, however, that any Series 1996A Bond delivered in exchange for or replace- ment of another Series 1996A Bond prior to the first scheduled interest payment date on the Series 1996A Bonds (as stated on the face thereof) shall be dated the same date as such Series 1996A Bond, but each substitute bond 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 bond is delivered, unless such substitute bond is delivered on an interest payment date, in which case it shall be dated as of such date of delivery; provided, however, that if at the time of delivery of any substitute bond the interest on the bond for which it is being exchanged has not been paid, then such substitute bond shall be dated as of the date to which such interest has been paid in full On each substitute bond issued in exchange for or replacement of any Series 1996A Bond or -7- Series 1996A Bonds issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth in the FORM OF BOND set forth in this Ordinance. An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such substitute bond, date such substitute bond in the manner set forth above, and manually sign and date such Certificate, and no such substitute bond shall be deemed to be issued or out- standing unless such Certificate is so executed The Paying Agent/Registrar promptly shall cancel all Series 1996A Bonds 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 Series 1996A Bond or portion hereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute bonds in the manner prescribed herein, and said bonds shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength Pursuant to Article 717k-6, V A.T C S and particularly Section 6 thereof, the duty of exchange or replacement of any Series 1996A Bond as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Paying Agent/Registrar's Authen- tication Certificate, the exchanged or replaced bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Series 1996A Bonds which originally were delivered pursuant to this Ordinance, approved by the -8- Attorney General, and registered by the Comptroller of Public Accounts. (e) All Series 1996A Bonds issued in exchange or replacement of any other Series 1996A Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Series 1996A Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for other Series 1996A Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Series 1996A Bonds shall be payable, all as provided, and in the manner required or indicated, in the FORM OF BOND set forth in this Ordinance (f) The City shall pay ttte Paying Agent/Registrar's reasonable and customary fees and charges for making transfers of Series 1996A Bonds, but the registered owner of any Series 1996A Bond requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto The registered owner of any Series 1996A Bond requesting any exchange shall pay the Paying Agent/Registrar's reasonable and standard or customary fees and charges for exchanging any such bond 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 ex- change, except, however, that in the case of the exchange of an assigned and transferred bond or bonds or any portion or -9- portions thereof in any integral multiple of $5,000, and in the case of the exchange of the unredeemed portion of a Series 1996A Bond which has been redeemed in part prior to maturity, as provided in this Ordinance, such fees and charges will be paid by the City In addition, the City hereby covenants with the registered owners of the Series 1996A Bonds that it will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on the Series 1996A Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer or registration of Series 1996A Bonds solely to the extent above provided, and with respect to the exchange of Series 1996A Bonds solely to the extent above provided. (g) The City covenants with the registered owners of the Series 1996A Bonds that at all times while the Series 1996A Bonds 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 Series 1996A Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 60 days written 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 City covenants that promptly it will -10- appoint a competent and legally qualified national or state banking institution which shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, subject to supervision or examination by federal or state authority, and whose qualifications substantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/ Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Series 1996A Bonds, to the new Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Series 1996A Bonds, by United States Mail, postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar 6 The form of all Series 1996A Bonds, including the form of the Comptroller's Registration Certificate to accompany the Series 1996A Bonds on the initial delivery thereof, the form of Paying Agent/Registrar's Authentication Certificate, and the Form of Assignment to be printed on each of the Series 1996A -11- Bonds, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance: FORM OF BOND NO $ UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH, TEXAS GENERAL PURPOSE REFUNDING BOND SERIES 1996A MATURITY DATE INTEREST RATE ORIGINAL ISSUE DATE CUSiP NOVEMBER 15, 1996 ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, TEXAS (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to or to the registered assignee hereof (either being hereinafter called the "registered owner") the principal amount of DOLLARS and to pay interest thereon, from the Original Issue Date specified above, to the maturity date specified above, at the rate of interest per annum specified above, with said interest being payable on September 1, 1997, and semiannually on each March 1 and September 1 thereafter; except that if the Paying Agent/Registrar's Authentication Certificate appearing on the face of this Bond is dated later than September 1, 1997, such interest is payable semiannually on each March 1 and September -12- 1 following such date THE TERMS AND PROVISIONS of this Bond are continued on the reverse side hereof and shall for all purposes have the same effect as though fully set forth at this place *THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity at the designated corporate trust office in Dallas, Texas (the "Designated Trust Office"), of Texas Commerce Bank National Association, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the close of business on the 15th day of the month next preceding such interest payment date by check, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described Any accrued interest due at maturity shall be paid to the registered owner upon presentation and surrender of this Bond for payment at the Designated Trust -13- Office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond that no later than each prin- cipal payment and/or interest payment date for this Bond it will make available to the Paying Agent/Registrar from the Interest and Redemption Fund as defined by the ordinance authorizing the Bonds (the "Ordinance") the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. *IN THE. EVENT OF A NON-PAYMENT of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer Notice of the Special Record Date and of the scheduled payment date of the past due interest ("Special. Payment Date", 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 Bond appearing on the registration books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice *IF THE DATE for the payment of the principal of or inter- est on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall -14- 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 Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be made in accordance with existing arrangements between the Issuer and the securities depository. *THIS BOND is one of a Series of Bonds of like tenor and effect except as to number, principal amount, interest rate, and maturity, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $85,185,000, for the purpose of refunding certain of the outstanding obligations of the City defined in the Ordinance as the "Refunded Obligations" *ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000 As provided in the Ordinance, this Bond may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in any denomination or denominations in any -15- integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar at its Designated Trust Office for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be transferred and registered The form of Assignment printed or endorsed on this Bond 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 Bond or any portion or portions hereof from time to time by the registered owner The one requesting such exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for exchanging any Bond or portion thereof The foregoing notwithstanding, in the case of the exchange of an assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer In any circumstance, any taxes or governmental charges required to -16- 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 Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or 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 Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substi- tute therefor, and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds *IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series of which it is a part, is duly authorized by law; that all acts, conditions and things required to be done precedent to and in the issuance of this series of bonds, and of this Bond, have been properly done and performed and have happened in regular and due time, form and manner as required by law; that sufficient and proper provision for the levy and collection of taxes has been made, which, when collected, shall be appropriated exclusively to the payment of this Bond and the series of which it is a part; and that the total indebtedness of said City of Fort Worth, Texas, including -17- the entire series of bonds of which this is one, does not exceed any constitutional, statutory or charter limitation *BY BECOMING the registered owner of this Bond, the regis- tered owner thereby acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Ordinance constitute a contract between each registered owner hereof and the Issuer. IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile signature of the Mayor of said City, attested with the manual or facsimile signature of the City Secretary and approved as to form and legality with the manual or facsimile signature of the City Attorney, and the official seal of the Issuer has been duly affixed to, or impressed, or placed in facsimile, on this Bond ATTEST: xxxxx_xxxx_xxx x xxxxxxxxx_xxx City Secretary Mayor APPROVED AS TO FORM AND LEGALITY. xx xx x City Attorney (SEAL ) -18- FARM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFI~'ATF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been issued under the provisions of the proceedings adopted by the Issuer as described in the text of this Bond; and that this Bond has been issued in conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which 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 TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Paying Agent/Registrar By Authorized Representative ** FORM OF COMPTROLLER'S CERTIFICATE (ATTACHED TO THE BONDS UPON INITIAL DELIVERY THEREOF) OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO. I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by him as required by law, and that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and binding obligation of the City of Fort Worth, Texas, payable in the manner provided by and in the -19- ordinance authorizing same, and said Bond has this day been registered by me WITNESS MY HAND and seal of office at Austin, Texas Comptroller of Public Accounts of the State of Texas (SEAL ) *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 print or typewrite name and address, including zip code of Transferee) the within Bond and all rights thereunder, and hereby- irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises Dated Signature Guaranteed -20- NOTICE Signature(s) must be guaranteed by a member or participant of a signature guarantee program. NOTE TO PRINTER• *¶s to be on reverse side of bond **¶ not to be on bond NOTICE The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlarge- ment or any change whatsoever The printer of the Series 1996A Bonds is hereby authorized to print on the Series 1996A Bonds (i) the form of bond counsel's opinion relating to the Series 1996A Bonds, 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 Series 1996A Bonds 7 That a special fund or account, to be designated the "City of Fort Worth, Texas Series 1996A General Purpose Refunding Bonds Interest and Redemption Fund" is hereby created and shall be established and maintained by said City at its official depository bank Said Interest and Redemption Fund shall be kept separate and apart from all other funds and accounts of said City, and shall be used only for paying the interest on and principal of the Series 1996A Bonds All taxes levied and collected for and on account of the Series 1996A Bonds shall be deposited, as collected, to the credit of said Interest and Redemption Fund During each year while any of the Series 1996A Bonds is outstanding and unpaid, the City Council of said City shall compute and ascertain the rate and amount of ad valorem tax, based on the latest approved tax rolls of said -21- City, with full allowances being made for tax delinquencies and costs of tax collections, which will be sufficient to raise and produce the money required to pay the interest on the Series 1996A Bonds as such interest comes due, and to provide a sinking fund to pay the principal of the Series 1996A Bonds as such principal matures, but never less than 2% of the original principal amount of the Series 1996A Bonds as a sinking fund each year Said rate and amount of ad valorem tax is hereby ordered to be levied and is hereby levied against all taxable property in said City for each year while any of the Series 1996A Bonds is outstanding and unpaid, and said ad valorem tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Redemption Fund Said ad valorem taxes necessary to pay the interest on and principal of the Series 1996A Bonds, as such interest comes due, and such principal matures, are hereby pledged for such purpose, within the limit prescribed by law 8 (a) In the event any outstanding Series 1996A Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Series 1996A Bond, in replacement for such Series 1996A Bond in the manner hereinafter provided. (b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Series 1996A Bonds shall be made to the Paying Agent/Registrar In every case of loss, theft, or -22- destruction of a Series 1996A Bond, the applicant for a replace- ment bond shall furnish to the City 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, in every case of loss, theft, or destruction of a Series 1996A Bond, the applicant shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Series 1996A Bond, as the case may be. In every case of damage or mutilation of a Series 1996A Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Series 1996A Bond so damaged or mutilated (c) Notwithstanding the foregoing provisions of this Section, in the event any such Series 1996A Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Series 1996A Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Series 1996A Bond) instead of issuing a replacement Series 1996A Bond, provided security or indemnity is furnished as above provided in this Section (d) Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the owner of such Series 1996A Bond with all legal, printing, and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Series 1996A Bond is lost, stolen, or destroyed shall constitute -23- a contractual obligation of the City whether or not the lost, stolen, or destroyed Series 1996A Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Series 1996A Bonds duly issued under this Ordinance. (e) In accordance with Section 6 of Vernon's Ann Tex Civ St Art. 717k-6, this Section of this Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the City or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, subject to the conditions imposed by this Section 8 of this Ordinance, and the Paying Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with the effect, as provided in Section 5(d) of this Ordinance for Series 1996A Bonds issued in exchange for other Series 1996A Bonds 9 That the City Manager of the City is hereby authorized to have control of the Series 1996A Bonds and all necessary records and proceedings pertaining to the Series 1996A Bonds 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 Series 1996A Bonds, said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the -24- Comptroller's Registration Certificate accompanying the Series 1996A Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on each such certificate 10 (a) That the Bonds are hereby sold and shall be delivered to the "Underwriters" listed in the Bond Purchase Agreement of even date herewith, for such purchase price as set forth in, and pursuant to the terms and provisions of, said Bond Purchase Agreement (b) That the City Manager of the City is hereby authorized and directed to execute and deliver said Bond Purchase Agreement, and all appropriate officials of the City are authorized to take such additional and further actions as shall be contemplated in or required by said Bond Purchase Agreement in order to consummate the issuance and delivery of the Bonds It is hereby officially found, determined, and declared that the terms of this sale are the most advantageous reasonably obtainable The Bonds shall initially be registered in the name of Merrill Lynch & Co or its designee (c) That the Official Statement dated October 1, 1996, prepared in connection with the sale of the Bonds, is hereby accepted, approved and authorized to be delivered in executed form to the Underwriters The use of the "Preliminary Official Statement" dated September 10, 1996, prepared in connection with the sale of the Bonds is hereby ratified 11 That the City Manager of the City is hereby authorized and directed to execute, and the City Attorney is authorized to approve as to form, the Escrow Agreement covering the use of the -25- moneys to be deposited with the "Escrow Agent" therein named for the benefit of the holders of the Refunded Obligations, the form of the Escrow Agreement being in substantially the form attached to this Ordinance 12 That the Refunded Obligations are hereby called for ` redemption prior to their scheduled maturities, at the price of par plus accrued interest to March 1, 1997, the date hereby fixed for their redemption The City Secretary is hereby directed to coordinate with the paying agent for the Refunded Obligations so called for redemption to give notice of such redemption, in accordance with the terms of the ordinance that authorized the Refunded Obligations 13 That it is specifically found and determined by the City that it is advisable to refund the Refunded Obligations in order to produce a present value savings of $3,736,115 98 and an absolute savings of $4,053,739.28 14 That the Issuer covenants to take any action to assure, or refrain from any action which would adversely affect, the treatment of the Series 1996A Bonds as obligations described in section 103 of the Internal Revenue Code of 1986 (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation I.n furtherance thereof, the Issuer covenants as follows (a) to take any action to assure that no more than 10 percent of the proceeds of the Series 1996A Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business -26- 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 underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Series 1996A Bonds, in contravention of section 141(b)(2) of the Code; (b) to take any action to assure that in the event that the "private business use" described in subsection (a) hereof exceeds 5 percent of the proceeds of the Series 1996A Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Series 1996A Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (d) to refrain from taking any action which would otherwise result in the Series 1996A Bonds being treated as -27- "private activity bonds" within the meaning of section 141 (b) of the Code; (e) to refrain from taking any action that would result in the Series 1996A Bonds being "federally guaranteed" within the meaning of section 14.9 (b) of the Code, (f) to refrain from using any portion of the proceeds of the Series 1996A Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Series 1996A Bonds, other than investment property acquired with -- (1) proceeds of the Series 1996A Bonds invested for a reasonable temporary period of 3 years or less until such proceeds are needed for the purpose for which the bonds are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of section 1 148-1 (b) of the Treasury Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Series 1996A Bonds; (g) to otherwise restrict the use of the proceeds of the Series 1996A Bonds or amounts treated as proceeds of the Series 1996A Bonds, as may be necessary, so that the -28- Series 1996A Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (h) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Series 1996A Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings", within the meaning of section 148 (f) of the Code and to pay to the United States of America, not later than 60 days after the Series 1996A Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148 (f) of the Code For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of the issuance of the Bonds It is the understanding of the Issuer that the covenants 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 rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally-recognized -29- bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally-recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code In furtherance of the foregoing, the Mayor, the City Manager, any Assistant City Manager, and the Director of Fiscal Services may execute any certificates or other reports required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds In order to facilitate compliance with the above clause (h), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the registered owners of the Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code 15 (a) Definitions As used in this Section, 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 -30- 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 City shall provide annually to each NRMSIR and any SID, within six months after the end of each fiscal year ending i.n or after 1997, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 10 of this Ordinance, being the information described in Exhibit B hereto. Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit B hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall provide unaudited financial statements by the required 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 -31- such statements becomes available. (ii) If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section 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 City 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 Bonds, 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; 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 Bonds, 7. Modifications to rights of holders of the Bonds, -32- 8. Bond calls, 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Bonds, and 11. Rating changes. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the City 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 City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes Bonds no longer to be outstanding. (ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, 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 City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide -33- 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 to update any information provided in accordance with this 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 in or sell Bonds at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES 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 LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (iv) No default by the City in observing or performing its obligations under this Section shall comprise a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. (v) The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or -34- a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the holders of a 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 Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interest of the holders and beneficial owners of the Bonds. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) of this Section an explanation, in 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 City 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 underwriter -35- from lawfully purchasing or selling Bonds in the primary offering of the Bonds. 16 That the Series 1996A Bonds initially shall be issued and delivered in such manner that no physical distribution of the Series 1996A Bonds will be made to the public, and The Depository Trust Company ("DTC"), New York, New York, initially will act as depository for the Series 1996A Bonds DTC has represented that it is a limited purpose trust company incorporated under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended, and the City accepts, but in no way verifies, such representations The Series 1996A Bonds initially authorized by this Ordinance shall be delivered to and registered in the name of CEDE & CO., the nominee of DTC It is expected that DTC will hold the Series 1996A Bonds on behalf of the Purchaser and its participants. So long as each Series 1996A Bond is registered in the name of CEDE & CO the Paying Agent/Registrar shall treat and deal with DTC the same in all respects as if it were the actual and beneficial owner thereof It is expected that DTC will maintain a book-entry system which will identify ownership of the Series 1996A Bonds in integral amounts of $5,000, with transfers of ownership being effected on the records of DTC and its participants pursuant to rules and regulations established by them, and that the Series 1996A Bonds initially deposited with DTC shall be immobilized and not be -36- further exchanged for substitute Series 1996A Bonds except as hereinafter provided. The City 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, wall not be responsible or liable for maintaining, supervising, or reviewing the records of DTC or its participants, or protecting any interests or rights of the beneficial owners of the Series 1996A Bonds It shall be the duty of the DTC Participants, as defined in the Official Statement herein approved, to make all arrangements with DTC to establish this book-entry system, the beneficial ownership of the Series 1996A Bonds, and the method of paying the fees and charges of DTC The City does not represent, nor does it in any way covenant that the initial book-entry system established with DTC will be maintained in the future Notwithstanding the initial establishment of the foregoing book-entry system with DTC, if for any reason any of the originally delivered Series 1996A Bonds is duly filed with the Paying Agent/Registrar with proper request for transfer and substitution, as provided for in this Ordinance, substitute Series 1996A Bonds 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 Series 1996A Bonds In connection with the establishment of the foregoing book-entry system with DTC, on February 15, 1996, the City executed a "Blanket Issuer Letter of Representations" prepared by DTC to implement the book-entry system described above. 17 That the findings set forth in the preamble to this -37- Ordinance are hereby incorporated into the body of this Ordinance and made a part hereof for all purposes. 18. That all ordinances and resolutions or parts thereof in conflict herewith are hereby repealed 19 That this Ordinance shall take effect and be in full force and effect from and after the date of its passage, and it is so ordained. 20 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 Mayor, City of Fort Worth, Texas ATTEST _~~~ City Secretary, City of Fort Worth, Texas A P OVED AS O FO LEGALITY City Attorney, City of Fort Worth, Texas -38- Exhibit A to Ordinance DESCRIPTION OF REFiTNDED OBLIGATIONS The following Bonds constitute the "Refunded Obligations" referred to in this Ordinance City of Fort Worth, Texas General Purpose Refunding and Improvement Bonds, Series 1987, all outstanding bonds maturing on March 1 in each of the years 1998 through 2002, inclusive, and on March 1 in each of the years 2005 through 2007, inclusive, aggregating $87,215,000 in principal amount, to-wit: :Maturity Year 1998 1999 2000 2001 200.2 2005 2006 2007 $ 2,140,000 23,100,000 22,955,000 22,140,000 12,885,000 1,330,000 1,330,000 1,335,000 s Exhibit B to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 15 of this Ordinance Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below The information of the general type included in tables 1 through 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, 1995° 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 n. THE STATE OF TEXAS . COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH I, Alice Church, 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 W//orth, 'Texas held on October 1, 1996, and of Ordinance No /p~ lp 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 1st day of October, 1996 LN~~ City Secretary of the City of Fort Worth, Texas (SEAL) r , ... ..R,.< -- ,r 4 - r Z ,•~ 4 ~~. ~ ~iY, 4 -, a ~ r ~ 1 ~ ~~ ~ ~~` 4 /~f wK^firt.P ~~ _ V /-fir ` f. F?~~~ ~~~,~~,i~ rf ~r' ~ ~'r ~ ~' Fr ~~; , ~ ~, ~ ~~ "