Loading...
HomeMy WebLinkAboutOrdinance 11235ORDINANCE NO. ;~~ AN ORDINANCE PROVIDING FOR THE ISSUANCE OF TWENTY THREE MILLION FIVE HUNDRED FIFTY FIVE THOUSAND DOLLARS ($23,555,000) OF THE GENERAL PURPOSE IMPROVEMENT AND REFUNDING BONDS, SERIES 1993, 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 PASSA~E. WHEREAS, it is deemed advisable and to the best interest of the City of Fort Worth (the "City" or the "Issuer") that certain general purpose bonds authorized at elections previously held in said City be combined in a single issue and sold at this time, the dates of election, amount of bonds authorized thereat, purpose, amount of bonds previously sold, and the amount now to be sold being as follows: DATE OF AMOUNT AMOUNT PREVIOUSLY AMOUNT ELECTION AUTHORIZED PURPOSE SOLD NOW OFFERED May 22, 1982 S 77,28s,000 Street Impr. S 77,OS0,000 $ -0- March 22, 1986 115,600,000 Street Impr. 109,86s,s00 4,860,000 March 22, 1986 10,000,000 Library Imp. 7,370,000 -0_ March 22, 1986 s,750,000 Pub. Safety Impr. s,110,000 -0- March 22, 1986 1b,6s0,000 Park dt Rec. Impr. 15,s21,s00 -0_ July 10, 1990 20,000,000 Street Impr. 7,855,000 9,140,000 azas,2ss,ooo s2u,772,00o sla,ooo,ooo WHEREAS, it is deemed advisable and to the best interest of the City tha t the bonds to be sold pursu ant to the aforesaid elections be sold at this time, pursuant to the laws of the State of Texas; and WHEREAS, in 1990, the City incurred an obligation to pay to The Employees ' Retirement Fund of the City of Fort Worth, Texas (the "Fund"), currently outstanding in the amount of $7,152,405.93 (the "Payment Obligation") ; and WHEREAS, the Fund is administered by an independent "Board of Trustees", consisting of ten trustees, five of whom are elected by employees of the City who are also members of the Fund, one of whom is elected by retired members of the Fund, and four of whom are appointed by the City Council of the City; and WHEREAS, the Payment Obligation was confirmed in Ordinance No. 11126, adopted July 14, 1992, and under the terms of said ordinance the Payment Obligation is payable by the City to the Fund in annual installments, commencing October 1, 1992, and each October 1 thereafter until the Payment Obligation is retired, in such a manner that not less than twelve and one-half percent (12~~) of the principal balance of the Payment Obligation shall be paid in any fiscal year commencing after September 30, 1992; and WHEREAS, the Payment Obligation shall. accrue interest at the rate of eight percent (8~) per annum; and WHEREAS, the City defaulted on the payment due on October 1, 1992; and WHEREAS, the Fund sued the City to enforce the payment of the Payment Obligation; and WHEREAS, the 236th District Court of Tarrant County, Texas entered a judgment on December 11, 1992, which was agreed to by the City, ordering the City to pay the Payment Obligation to the Fund, together with interest which shall have accrued from October 1, 1991 and thereafter at the rate of eight percent (8~) per annum, until paid; and WHEREAS, American Airlines, Inc. ("American") filed suit against the Tarrant Appraisal District ("TAD") and the Tarrant -2- Appraisal Review Board ("TARB") challenging the method by which TAD appraised the value of certain leasehold property of American at D/FW International Airport; and WHEREAS, on April 11, 1991, the District Court of Tarrant County, Texas, 141st Judicial District (the "141st District Court"), entered a judgment in favor of American and ordered TAD to change the appraisal rolls and other appropriate records for which it is responsible as necessary to reflect the taxable values of the property of American as reflected in the judgment for the years 1988, 1989, and 1990; and WHEREAS, TAD and TARB appealed the decision of the 141st District Court to the Court of Appeals, Second Court of Appeals District of Texas, Fort Worth (the "Fort Worth Court of Appeals"); and WHEREAS, on March 11, 1992, the Fort Worth Court of Appeals affirmed the judgment of the 141st District Court, as reported at 826 S.W.2d 767; and WHEREAS, a writ of error filed by TAD and TARB with the Texas Supreme Court was denied; and WHEREAS, on October 26, 1992, the District Court of Tarrant County, Texas, 67th Judicial District (the "67th District Court") entered a judgment in favor of American, which was agreed to by TAD and TARB, and ordered TAD to change the appraisal rolls and other appropriate records for which it is responsible as necessary to reflect the taxable values of the property of American as reflected in the judgment for the years 1991 and 1992; and -3- WHEREAS, each of the judgments entered by the 141st District Court and the 67th District Court, respectively, ordered TAD to advise the assessor of each taxing unit affected by the change of the appraisal roll to refund to American any difference between the amount of taxes paid and the amount of taxes for which American is liable on the accounts described in said judgments as a result of the taxable values established by said judgments, together with interest thereon as provided by law, in the manner prescribed by §42.43 of the Texas Property Tax Code; and WHEREAS, based upon the judgments hereinabove described and the values established therein, the City is obligated to refund to American, the total sum of $2,703,199.01, plus accrued interest (the "Tax Refund"); and WHEREAS, Article 717k, V.A.T.C.S., as amended, permits the City to issue bonds for the purpose of paying any obligations payable from revenues or ad valorem taxes, or both. ,; 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 Improvement and Refunding Bonds, Series 1993" (the "Series 1993 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 follow- ing purposes, to-wit: Four Million Eight Hundred Sixty Thousand Dollars ($4,860,000) for the purpose of constructing permanent street and storm sewer improvements by resurfacing, restructuring and extending the streets, thoroughfares, collectors and storm -4- drains in said City, and related street and storm sewer improvements (1986 Election); Nine Million One Hundred Forty Thousand Dollars ($9,140,000) for the purpose of constructing permanent street and storm sewer improvements by resurfacing, restructuring and extending the streets, thoroughfares, collectors and storm drains in said City, and related street and storm sewer improvements (1990 election); Six Million Three Hundred Sixty Thousand Dollars ($6,360,000) for the purpose of funding and retiring a judgment entered against the City in connection with the Payment Obligation; and Three Million One Hundred Ninety Five Thousand Dollars ($3,195,000) for the purpose of funding and retiring the Tax Refund; all of which bonds aggregate in principal amount the sum of Twenty Three Million Five Hundred Fifty Five Thousand Dollars ($23,555,000). 2. That the Series 1993 Bonds shall be dated January 1, 1993, shall be in the denomination of $5,000 each, or any integral multiple thereof, shall be numbered consecutively from R-1 upward, and shall mature on the maturity date, in each of the years, and in the amounts, respectively, as set forth in the following schedule: MATURITY DATE: MARCH 1 YEARS AMOUNTS lS) YEARS AMOUNTS (S) 1994 1,700,000 2004 800,000 1995 2,400,000 2005 800,000 1.996 2,185,000 2006 800,000 1997 2,185,000 2007 800,000 1998 2,190,000 2008 800,000 1999 1,645,000 2009 800,000 2000 1,650,000 2010 800,000 2001 800,000 2011 800,000 2002 800,000 2012 800,000 2003 800,000 -5- 3. The City reserves the right to redeem the Series 1993 Bonds maturing on or after March 1, 2003, in whole or in part, on March 1, 2002, or on any date thereafter, for the principal amount thereof plus accrued interest thereon to the date fixed for redemption. The years of maturity of the Series 1993 Bonds called for redemption at the option of the City prior to stated maturity shall be selected by the City. The Series 1993 Bonds or portions thereof redeemed within a maturity shall be selected by lot or other method by the Paying Agent/Registrar (hereinafter defined). At least 30 days prior to the date fixed for any such redemption the City shall cause (i) a written notice of such redemption to be deposited in the United States Mail, first-class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books (hereinafter defined) of the Paying Agent/Registrar and (ii) notice of such redemption to be published one (1) time in a financial journal or publication of general circulation in the United States of America 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 validity or effectiveness of the proceedings for the redemption of any Series 1993 Bond, and it is hereby specifically provided that the publication of notice described in (ii) above shall be the only notice actually required in connection with or as a prerequisite to the redemption of any Series 1993 Bonds. By the date fixed for any such redemption, due provision shall be made with the Paying -6- Agent/Registrar for the payment of the required redemption price for the Series 1993 Bonds or the portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, the Series 1993 Bonds or the portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, and shall not bear interest after the date fixed for their redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the registration books all such redemptions of principal of the Series 1993 Bonds or any portion thereof. If a portion of any Series 1993 Bond shall be redeemed a substitute Series 1993 Bond or Series 1993 Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in this Ordinance. In addition to the foregoing, the City shall cause the Paying Agent/Registrar to give notice of any such redemption in the manner set forth in Section 5(h) hereof. The failure to cause such notice -7- to be given, however, or any defect therein, shall not affect the validity or effectiveness of such redemption. 4. That the Series 1993 Bonds scheduled to mature during the years, respectively, set forth below shall bear interest at the following rates per annum: Bonds maturing in the year 1994, ~ Bonds maturing in the year 1995, $ Bonds maturing in the year 1996, ~ Bonds maturing in the year 1997, $ Bonds maturing in the year 1998, ~ Bonds maturing in the year 1999, ~ Bonds maturing in the year 2000, ~ Bonds maturing in the year 2001, $ Bonds maturing in the year 2002, $ Bonds maturing in the year 2003, ~ Bonds maturing in the year 2004, ~ Bonds maturing in the year 2005, ~ Bonds maturing in the year 2006, ~ Bonds maturing in the year 2007, $ Bonds maturing in the year 2008, ~ Bonds maturing in the year 2009, $ Bonds maturing in the year 2010, ~ Bonds maturing in the year 2011, ~ Bonds maturing in the year 2012, $ Said interest shall be payable to the registered owner of any such Series 1993 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 principal corporate trust office of Ameritrust 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 of the registration and transfer of the Series 1993 Bonds (the "Registration Books"), and the City hereby appoints the Paying AgentjRegistrar as its registrar and transfer agent to keep such books or records and make such transfers and registrations under -8- such reasonable regulations as the City 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 such registered owner of each bond to which payments with respect to the Series 1993 Bonds shall be mailed, as herein provided. The City or its designee shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. Registration of each Series 1993 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 satisfactory to the Paying Agent/Registrar, evidencing the assignment of such bond, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and the right of such assignee or assignees to have such bond or any such portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of any Series 1993 Bond or any portion thereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herein provided. (bj The entity in whose name any Series 1993 Bond shall be registered in the Registration Books at any time shall be treated -9- 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 liability 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 1993 Bonds, and to act as its agent to exchange or replace Series 1993 Bonds, all as provided in this Ordinance. The Paying AgentjRegistrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Series 1993 Bonds, and of all exchanges thereof, and all replacements thereof, as provided in this Ordinance. (d) Each Series 1993 Bond may be exchanged for fully registered bonds in the manner set forth herein. Each bond issued and delivered pursuant to this Ordinance, to the extent of the unredeemed principal amount thereof, may, upon surrender thereof at the principal corporate trust office of the Paying AgentjRegistrar, 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 -10- 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 of $5,000 (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 1993 Bond or Series 1993 Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case may be. If a portion of any Series 1993 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 1993 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 1993 Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or replacement of any Series 1993 Bond or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Series 1993 Bonds for all purposes of this Ordinance, and may again -11- be exchanged or replaced. It is specifically provided, however, that any Series 1993 Bond delivered in exchange for or replacement of another Series 1993 Bond prior to the first scheduled interest payment date on the Series 1993 Bonds (as stated on the face thereof) shall be dated the same date as such Series 1993 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 ex- changed 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 1993 Bond or Series 1993 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 outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Series 1993 Bonds surrendered for exchange or replacement. No additional ordinances, orders, or resolutions need be passed or adopted by the City -12- Council or any other body or person so as to accomplish the fore- going exchange or replacement of any Series 1993 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 1993 Bond 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 bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Series 1993 Bonds which originally were delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. Neither the City nor the Paying Agent/Registrar shall be required (1) to issue, transfer, or exchange any bond during a period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption of bonds and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any bond so selected for redemption in whole when such redemption is scheduled to occur within 30 calendar days. (e) All Series 1993 Bonds issued in exchange or replacement of any other Series 1993 Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Series 1993 Bonds to be payable -13- 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 1993 Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Series 1993 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 the Paying Agent/Registrar's reasonable and customary fees and charges for making transfers of Series 1993 Bonds, but the registered owner of any Series 1993 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 1993 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 exchange, except, however, that in the case of the exchange of an assigned and transferred bond or bonds or any portion or portions thereof in any integral multiple of $5,000, and in the case of the exchange of the unredeemed portion of a Series 1993 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 199.3 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 -l~k- principal of and interest on the Series 1993 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 1993 Bonds solely to the extent above provided, and with respect to the exchange of Series 1993 Bonds solely to the extent above pro- vided. (g) The City covenants with the registered owners of the Series 1993 Bonds that at all times while the Series 1993 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 1993 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 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 -la- transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Series 1993 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 1993 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. (h) (i) In addition to the manner of providing notice of redemption of Series 1993 Bonds as set forth in this Ordinance, the Paying Agent/Registrar shall give notice of redemption of Series 1993 Bonds by United States Mail, first-class postage prepaid, at least thirty (30) days prior to a redemption date to each registered securities depository and to any national information service that disseminates redemption notices. In addition, in the event of a redemption caused by an advance refunding of the Series 1993 Bonds, the Paying Agent/Registrar shall send a second notice of redemption to the persons specified in the immediately preceding sentence at least thirty (30) days but not more than ninety (90) days prior to the actual redemption date. Any notice sent to the registered securities depositories or such national information services shall be sent so that they are received at least two (2) -1G- days prior to the general mailing or publication date of such notice. The Paying Agent/Registrar shall also send a notice of prepayment or redemption to the owner of any Series 1993 Bond who has not sent the Series 1993 Bonds in for redemption sixty {60) days after the redemption date. (ii) Each redemption notice, whether required in the FORM OF BOND or otherwise by this Ordinance, shall contain a description of the Series 1993 Bonds to be redeemed, including the complete name of the Series 1993 Bonds, the series, the date of issue, the interest rate, the maturity date, the CUSIP number, if any, the certificate numbers, the amounts called of each certificate, the publication and mailing date for the notice, the date of redemption, the redemption price, the name of the Paying Agent/ Registrar and the address at wlZich the Series 1993 Bond may be redeemed including a contact person and telephone number. (iii) All redemption payments made by the Paying Agent/Registrar to the registered owners of the Series 1993 Bonds shall include CUSIP numbers relating to each amount paid to such registered owner. 6. The form of all Series 1993 Bonds, including the form of the Comptroller's Registration Certificate to accompany the Series 1993 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 1993 Bonds, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance. -17- FORM OF BOND NO. UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH, TEXAS GENERAL PURPOSE IMPROVEMENT AND REFUNDING BOND SERIES 1993 MATURITY DATE INTEREST RATE ORIGINAL ISSUE DATE CUSIP January 1, 1993 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, or the date of its redemption prior to scheduled maturity, at the rate of interest per annum specified above, with said interest being payable on March 1, 1994, and semiannually on each September 1 and March 1 thereafter; except that if the Paying Agent/Registrar's Authentication Certif- icate appearing on the face of this Bond is dated later than March 1, 1994, such interest is payable semiannually on each September 1 and March 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. -18- *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 or redemption prior to maturity at the principal corporate trust office of Ameritrust Texas National Association, in Dallas, Texas, 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 or upon redemption of this Bond priar to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond that no later than each principal payment and/or interest payment date for this Bond it will make available to the Paying Agent/Registrar from the -19- 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 tine 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 interest 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 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. -20- *THIS BOND is one of a Series of Bonds of like tenor and effect except as to number, principal amount, interest rate, maturity and option of redemption, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $23,555,000, for the following purposes, to-wit: improving and extending streets, thoroughfares and storm drains within the City of Fort Worth, Texas; to fund and retire a judgment entered against the City in connection with a payment obligation due and owing to The Employees' Retirement Fund of the City of Fort Worth, Texas; and to fund and retire an obligation to refund ad valorem taxes to American Airlines, Inc. *ON MARCH 1, 2002, or on any date thereafter, the Bonds of this Series maturing on March 1, 2003 and thereafter may be redeemed prior to their scheduled maturities, at the option of the Issuer, in whole, or in part, at par and accrued interest to the date fixed for redemption. The years of maturity of the Bonds called for redemption at the option of the City prior to stated maturity shall be selected by t:he City. The Bonds or portions thereof redeemed within a maturity shall be selected by lot or other method by the Paying Agent/Registrar. *AT LEAST 3 0 days prior to the date fixed for any such redemp- tion (a) a written notice of such. redemption shall be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, first class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books of the Paying Agent/Registrar and (b) notice of such redemption shall be -2:L- published one (1) time in a financial journal or publication of general circulation in the United States of America carrying as a regular feature notices of municipal bonds called for redemption; provided, however, that the failure to send, mail, or receive such notice described in (a) above, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bond, and the Ordinance provides that the publication of notice as described in (b) above shall be the only notice actually required in the connection with or as a prerequisite to the redemption of any Bond. By the date fixed foz• any such redemption due provision shall be made by the Issuer with the Paying Agent/Registrar for the payment of the required redemption price for this Bond or the portion hereof which is to be s.o redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, this Bond, or the portion hereof which is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled maturity, and shall not bear interest after the date fixed for its redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds pro- vided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of this Bond or any portion hereof. If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the same maturity date, -22- bearing interest at the same rate, in any denomination or denomina- tions in any integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Ordinance. *ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of 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 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 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 -23- 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 a portion of a Bond which has been redeemed prior to maturity, as provided herein, and in the case of the exchange of an assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, or exchange as a condition precedent to the exercise of such privilege. In any circumstance, neither the Issuer nor the Faying Agent/Registrar shall be required (1) to make any transfer or exchange during a period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption of bonds and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any Bonds so selected. for redemption when such redemption is scheduled to occur within 30 calendar days. -24- *I2J 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 substitute therefor, and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds. *IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series of which it is a part, is duly authorized by law; that the bonds issued for the permanent improvements heretofore described were approved by a vote of the resident, qualified electors of the City of Fort Worth, Texas, voting at elections held for that purpose within said City on March 22, 1986 and July 10, 1990; 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 th.e total indebtedness of said City of Fort Worth, Texas, including tYie 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 registered 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 i:~ duly recorded and available for -25- 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: xxxxxxxxxxxxxx City Secretary xxxxxxxxxxxx Mayor APPROVED AS TO FORM AND LEGALIT)l: xxxxxxxx City Attorney (SEAL) -26- FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE 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: AMERITRUST TEXAS NATIONAL ASSOCIATION, Paying Agent/Registrar By Authorized Representative -27- *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: 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 it appears upon the front of this Bond in every particular, without alteration or enlarge- ment or any change whatsoever. -28- ** FORM OF COMPTROLLER'S CERTIFICATE (ATTACHED TO THE BONDS UPON INITIAL DELIVERY THEREOF) OFFICE OF COMPTROLLER REGISTER NO. STATE OF TEXAS . I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by him as required by law, and that he finds that it has been issued in 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 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) NOTE TO PRINTER: *~[s to be on reverse side of bond **~[ not to be on bond The printer of the Series 1993 Bonds is hereby authorized to print on the Series 1993 Bonds (i) the: form of bond counsel's opinion relating to the Series 1993 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 1993 Bonds. 7. That a special fund or account, to be designated the "City of Fort Worth, Texas Series 1993 Bonds Interest and Redemption -29- 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 1993 Bonds. All taxes levied and collected for and on account of the Series 1993 Bonds shall be deposited, as collected, to the credit of said Interest and Redemption Fund. During each year while any of the Series 1993 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 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 1993 Bonds as such interest comes due, and to provide a sinking fund to pay the principal of the Series 1993 Bonds as such principal matures, but never less than 2$ of the original principal amount of the Series 1993 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 1993 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 1993 Bondsc, as such interest comes due, and such principal matures, are hereby pledged for such purpose, within the limit prescribed by law. -3()- S. (a) In the event any outstanding Series 1993 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 1993 Bond, in replacement for such Series 1993 Bond in the manner hereinafter provided. (b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Series 1993 Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of ' a Series 1993 Bond, the applicant for a replacement 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 l~ss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Series 1993 Bond, the applicant shall furnish t:o the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Series 1993 Bond, as the case may be. In every case of damage or mutilation of a Series 1993 Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Series 1993 Bond so damaged or mutilated. (c) Notwithstanding the forE~going provisions of this Section, in the event any such Series 199:3 Bond shall have matured, and no default has occurred which is their continuing in the payment of the principal of, redemption premium, if any, or interest on the Series 1993 Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated -31- Series 1993 Bond) instead of issuing a replacement Series 1993 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 1993 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 1993 Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Series 1993 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 1993 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 t:he 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 1993 Bonds issued in exchange for other Series 1993 Bonds. 9. That the Mayor of the City is hereby authorized to have control of the Series 1993 Bonds and all necessary records and -32- proceedings pertaining to the Series 1993 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 1993 Bonds, said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate accompanying the Series 1993 Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on each such certificate. 10. That the sale of the Series 1993 Bonds to and associates, at a price of par and accrued interest on the Bonds to the date of delivery, plus a premium of $ , is hereby authorized, ratified and confirmed.. The Series 1993 Bonds were sold pursuant to the terms of a "Notice of Sale and Bidding Instructions", "Official Bid Form" and "Official Statement", the use of which documents, a true and correct copy of each such document is attached hEareto, is hereby approved. 11. The Issuer covenants to take any action to assure, or refrain from any action which would adversely affect, the treatment of the Series 1993 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 1'gross income" of the holder far purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: (a) to take any action to assure that no more than 10 percent of the proceeds of the Series 1993 Bonds (less amounts -333- deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds are so used, that amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Series 1993 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 1993 Bonds (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 ruse; (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 1993 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 1993 Bonds being treated as -39~- "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 1993 Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (f) to refrain from using any portion of the proceeds of the Series 1993 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 1993 Bonds, other than investment property acquired with -- (1) proceeds of the Series 1993 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 1.103-13(b)(12) 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 1993 Bonds; (g) to otherwise restrict the use of the proceeds of the Series 1993 Bonds or amounts treated as proceeds of the Series 1993 Bonds, as may be necessary, so that the Series 1993 Bonds do not otherwise contravene the requirements of section 148 of -35- the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); (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 1993 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 1993 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; and (i) to maintain such records as will enable the Issuer to fulfill its responsibilities under this section and section 148 of the Code and to retain such records for at least six years following the final payment of principal and interest on the Series 1993 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 Series 1993 Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such. modification or expansion, in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on -36- the Series 1993 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 Series 1993 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 Series 1993 Bonds under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the Mayor, the City Manager, the Director of Fiscal Services and any Assistant Director of Fiscal Services to execute any documents, certificates or 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 Series 1993 Bonds. In order to facilitate compliance with the above covenants (g), (h), and (i), 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, including without limitation the bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. 12. (a) Upon the delivery of the Series 1993 Bonds, the City Treasurer is directed to cause to be paid promptly (i) to the Board of Trustees of the Fund, an amount which, together with proceeds of the Series 1993 Bonds in the amount of $6,360,000, shall be sufficient to satisfy the Payment: Obligation, together with accrued interest due and owing thereon to and including the date of the -37- payment thereof, under the terms of the judgment described in the preamble to this Ordinance and (ii) to deposit to the credit of an account entitled American Airlines, Inc. Tax Refund Account (the "Tax Refund Account"), proceeds of the Series 1993 Bonds in the amount of $3,195,000. The City Manager is hereby directed to use moneys on deposit in the Tax Refund Account, together with any other moneys on deposit therein, to refund the taxes due and owing to American Airlines, Inc., pursuant to the judgments described in the preamble to this Ordinance. Any proceeds representing accrued interest on the Series 1993 Bonds shall be deposited to the credit of the Interest and Redemption Fund. In addition, any proceeds from the Series 1993 Bonds not used in the manner described above, or for payment of costs of issuance incurred in connection with the sale of the Series 1993 Bonds, or for the construction of the permanent improvements described in Section 1 of this Ordinance, or any moneys remaining on depo~.it in the Tax Refund Account upon payment to American Airlines, Inc., as described above, shall be deposited to the credit of the Interest and Redemption Fund, subject to the limitations described in subsection (b) of this Section. (b) Interest earnings derived from the investment of proceeds from the sale of the Series 1993 Bonds shall be used along with other available bond proceeds for the construction of the permanent improvements set forth in Section 1 hereof for which a portion of the Series 1993 Bonds are issued; provided that after completion of such permanent improvements, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the -38- Interest and Redemption Fund. Interest earnings derived from the investment of moneys in the Tax Refund Account shall be used to pay the amount due and owing to American Airlines, Inc., as described above. It is further provided, however, that any interest earnings on bond proceeds which are required to be rebated to the United States of America pursuant to Section 11 hereof in order to prevent the Series 1993 Bonds from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section. 13. The Series 1993 Bonds initially shall be issued and delivered in such manner that no physical distribution of the Series 1993 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 1993 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 1993 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 1993 Bonds on behalf of the Purchaser and its participants. So long as each Series 1993 Bonds is registered in the name of CEDE & CO., the Paying Agent/Registrar shall treat and deal with DTC the same in all respects as if it were the actual and beneficial owner thereof. -39- It is expected that DTC will maintain a book-entry system which will identify ownership of the Series 1993 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 1993 Bonds initially deposited with DTC shall be immobilized and not be further exchanged for substitute Series 1993 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, will 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 1993 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 1993 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 1993 Bonds is duly filed with the Paying Agent/Registrar with proper request for transfer and substitution, as provided for in this Ordinance, substitute Series 1993 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 1993 Bonds. In -40- connection with the initial establishment of the foregoing book- entry system with DTC, the Mayor and the City Manager are authorized to execute a "Letter of Representation" prepared by DTC in order to implement the book-entry system described above. 14. That the findings set forth in the preamble to this Ordinance are hereby incorporated into the body of this Ordinance and made a part hereof for all purposes. 15. That all ordinances and resolutions or parts thereof in conflict herewith are hereby repealed. 16. 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. 17. 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 Article 6252-17, Vernon's Annotated Texas Civil Statutes, as amended. Mayor, City of Fort Worth, Texas ATTEST: City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY: City Attorney, City of Fort Worth, Texas -41- 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 Worth, Texas held on January 5, 1993, and of Ordinance No. 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 5th day of January, 1993. City Secretary of the City of Fort Worth, Texas (SEAL) -~2- OFFICE OF COMPTROLLER REGISTER N0. STATE OF TEXAS I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond ha,s 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 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) -43-