HomeMy WebLinkAboutOrdinance 22747-06-2017THE STATE OF TEIZ'AS
COUNTIES OF TARRANT, DENTON, PARKER, WISE AND JOHNSON
CITY OF FORT WORTH
On the 6th day of June, 2017, the Cit�� Council of the City of Fort Woith, Texas, met in
regulai, open, public meeting in the City Council Chamber in the City Hall, and roll was called of the
duly constituted members of the City Council, to-wit:
Betsy Piice,
Salvador Espino,
Biian Byrd,
Caiy Moon,
Gyna Bivens,
JungusJoidan,
Dennis Shingleton,
Kelly Allen Giay,
Ann Zadeh,
David Cooke,
Sarah J. Fullen��idei,
Nlaiy J. Kayser
Aaion Bovos,
Mayor
Councilmembers,
City Manager,
Cit�T Attorney,
City Secietaiy,
Chief Financial Officer
dzus constituting a quorum piesent; and after the City Council had tiansacted certain business, the
follo�ving business was teansacted to-�vit:
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Councilmembei V�'� ' inttoduced an oiclinance and moved its passage. The motion was
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seconded by Councilmembei �� � The ordinance was read bj� the Assistant City Secietary.
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The morion, cariying �vith it the passage of the oiclinance pre�Tailed by a vote of � YEAS, �_
NAYS. The oiclinance as passed is as follows:
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ORDINANCE NO.� _-2017
ORDINANCE AUTHORIZING THE
ISSUANCE AND SALE OF CITY OF FORT WORTH, TEXAS
SPECIAL TAX REVENUE BONDS, SERIES 2017A, 1N AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $120,000,000; ESTABLISHING PARAMETERS WITH
RESPECT TO THE SALE OF THE BONDS; DELEGATING TO THE DESIGNATED CITY
OFFICIALS THE AUTHORITY TO EFFECT THE SALE OF THE BONDS; ENACTING
OTHER PROVISIONS RELATING TO THE SUBJECT;
AND DECLARING AN IMMEDIATE EFFECTIVE DATE
THE STATE OF TEXAS �
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON :
CITY OF FORT WORTH �
WHEREAS, the City of Fort Worth, Texas (the "City" or the "Issuer") is a"home-rule"
city operating under a home-rule charter adopted pursuant to Section 5 of Article XI of the Texas
Constitution, with a population according to the latest federal decennial census of in excess of
50,000; and
WHEREAS, the Issuer is an "eligible central municipality" under Sections 351.1015 and
3 51.1065, Texas Tax Code; and
WHEREAS, on October 22, 2013, the City Council adopted Ordinance No. 21011-10-
2013, designating the "Project Financing Zone Number l, City of Fort Worth, Texas", allowing
the Issuer to use State PFZ Funds to acquire, lease, construct, improve, enlarge and equip
qualified projects, and requesting that the Comptroller of Public Accounts of the State of Texas
deposit State PFZ Funds into a suspense account for use by the Issuer to acquire, lease, construct,
improve, enlarge and equip qualified projects or for the payment of bonds or other obligations
issued or incurred in connection with such qualified projects, all as more specifically authorized
and set forth in Section 351.1015, Texas Tax Code; and
WHEREAS, on July 15, 2014, the City Council adopted Resolution No. 4327-07-2014,
authorizing a multipuipose arena and adjacent support facilities, and any related infrastructure, as
a venue project, and designating methods of financing for the Venue Project in accordance with
the Act; and
WHEREAS, on August 12, 2014, the City Council adopted Ordinance No. 21374-08-
2014 (the "334 Ordinance"), calling for and ordering the Election at which the qualified voters of
the Issuer would have the opportunity to authoi•ize the Venue Project as a venue project, and
designating methods of financing for the Venue Project in accordance with the Act; and
WHEREAS, on November 4, 2014, the Election was held, and the qualified voters of the
Issuer authorized the Venue Project and approved the designated methods of financing for the
Venue Project in accordance with the Act; and
WHEREAS, the Venue Project constitutes a"qualified project" under Section 351.1015,
Texas Tax Code; and
WHEREAS, the Issuer has entered into the Master Agreement with the Arena Group for
the purpose of setting forth the preliminary plan of the Issuer and the Arena Group regarding the
financing, development and operation of the Venue Project, and the parties have agreed, subject
to the negotiation, approval, execution and delivery of the Project Documents, to complete and
implement the financing, development and operation plan consistent with the terms of the Master
Agreement; and
WHEREAS, the current estimated cost of the Venue Project is $540,500,000; and
WHEREAS, under the terms of the Master Agreement, (i) the contribution of funds from
the Issuer to finance a portion of the Project Costs of the Venue Project shall not exceed the
Public Contribution and (ii) the Arena Group is responsible for the payment of the Project Costs
of the Venue Project (including cost overruns) in excess of the Public Contribution; and
WHEREAS, the Act authorizes the Issuer to "issue bonds, inciuding revenue bonds and
refunding bonds, or other obligations to pay the costs of the approved venue project", and
provides that the "bonds or other obligations must be payable from and secured by the revenues
in the venue project fund"; and
WHEREAS, the Issuer and the Arena Group have entered into the Funding Agreement in
respect of the funding commitments of the respective parties of the Venue Project; and
WHEREAS, the Issuer and Multipurpose Arena Fort Worth, a Texas nonprofit
corporation ("MAFW") have entered into the Arena Group Lease in respect of certain
components of the Venue Project located on land owned by the Issuer and describing the
leasehold interest of MAFW therein; and
WHEREAS, the Arena Group has provided evidence satisfactory to the Issuer that the
Arena Group has satisfied the conditions of the Funding Agreement with respect to its portion of
the Project Costs of the Venue Project and the Arena Group Contribution; and
WHEREAS, in order to finance the Public Contribution required from the City in
accordance with the Master Agreement and the Funding Agreement, the Issuer desires to issue
revenue bonds for this puipose; and
WHEREAS, in addition to funding a portion of the Public Contribution with proceeds of
the bonds authorized by this Ordinance, the City intends to fund a portion of the Public
Contribution with proceeds of the City of Fort Worth, Texas Special Tax Revenue Bonds,
Taxable Series 2017B, authorized to be sold by the Concurrent Ordinance adopted concurrently
with the adoption of this Ordinance; and
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WHEREAS; because of fluctuating conditions in the municipal bond market, the City
Council delegates to the City Manager and the Chief Financial Ofiicer of the City, individually,
but not collectively (each, an "Authorized Issuer Representative") the authority to effect the sale
of the bonds authorized by this Ordinance, subject to the parameters described in this Ordinance.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF FORT WORTH, TEXAS:
Section 1. DEFINITIONS. That in addition to the definitions set forth in the pz•eamble of
this Ordinance, the terms used in this Ordinance (except in the FORM OF BOND) and not
otherwise defined shall have the meanings given in Exhibit A to this Ordinance. Any references
in this Ordinance to the "FORM OF BOND" shall be to the forms of the Series 2017A Bonds as
set forth in Exhibit B to this Ordinance.
Section 2. BONDS AUTHORIZED. That there shall be authorized to be issued, sold,
and delivered hereunder the Series 2017A Bonds, payable to the initial Registered Owners
thereof, or to the registered assignee or assignees of the Series 2017A Bonds or any portion or
portions thereof, in an Authorized Denomination. The Series 2017A Bonds are hereby authorized
to be issued in an aggregate principal amount not to exceed $120,000,000 for the purpose of (1)
paying costs paid or incurred as part of the Public Contribution in respect to the planning, design,
engineering, land acquisition, construction, equipping, furnishing and opening the Venue Project,
(2) paying capitalized interest on the Series 2017A Bonds during the construction of the Venue
Project and for a period thereafter not to exceed one year following the anticipated completion
date of the Venue Project, (3) funding a debt service reserve for the Series 2017A Bonds, and (4)
paying certain costs of issuance of the Series 2017A Bonds. The Series 2017A Bonds shall be
designated as the "City of Fort Worth, Texas Special Tax Revenue Bonds, Series 2017A".
The Series 2017A Bonds are authorized pursuant to the Act, Chapter 1371, and other applicable
laws of the State of Texas, and are issued pursuant to Chapter 1371. The City Councii hereby
finds that it is in the best interests of the City for the Series 2017A Bonds to be sold through a
negotiated sale, in the manner provided in this Ordinance.
Section 3. DELEGATION OF SALE OF BONDS; PARAMETERS. (a) Maximum
Maturity of Bonds. That the Series 2017A Bonds shall be sold as fully registered bonds, without
interest coupons, numbered consecutively from R-1 upward, payable to the respective initial
Registered Owners of the Series 2017A Bonds, or to the registered assignee or assignees of the
Series 2017A Bonds, in any Authorized Denomination, maturing not later than March 1, 2048,
payable serially or otherwise on the dates, in the years and in the principal amounts, and dated,
all as set forth in the Bond Purchase Agreement. The City Councii hereby affirmatively waives
the provision in its "Financial Management Policy Statements — Chapter V- Debt" specifying
that the average life of revenue bonds issued by the City will be no greater than approximately
tweive years. The City Council finds that permitting the Series 2017A Bonds to have a maturity
of not later than March l, 2048, is consistent with the useful lives of the facilities authorized to
be financed in clause (1) of Section 2 hereof.
(b) Dele�ation of Authority. Each Authorized Issuer Representative, acting for and on
behalf of the City, is hereby authorized to seli the Series 2017A Bonds authorized to be sold by
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this Ordinance by a negotiated sale conducted as a public underwriting. J.P. Morgan Securities
LLC is hereby designated to act as the senior managing underwriter for the Series 2017A Bonds,
and an Authorized Issuer Representative may include such additional investment banking firms
as he deems appropriate to assure that the Series 2017A Bonds are sold on the most
advantageous terms to the City. Each Authorized Issuer Representative, acting for and on behalf
of the City, is authorized to enter into and carry out a Bond Purchase Agreement with the
Underwriters for the Series 2017A Bonds, at such price, with and subject to such terms as
determined by the Authorized Issuer Representative, subject to the provisions of this Ordinance.
One Series 2017A Bond in the principal amount maturing on each maturity date as set forth in
the Bond Purchase Agreement shall be delivered to the Underwriters, and the Underwriters shall
have the right to exchange such Series 2017A Bonds as provided in Section 5 hereof without
cost. The Series 2017A Bonds shail initiaily be registered in the name designated by the
Underwriters as set forth in a Bond Purchase Agreement. In case any officer whose signature
shall appear on the Series 2017A Bonds shall cease to be such officer before the delivery of the
Series 2017A Bonds, such signature shall nevertheless be valid and sufiicient for all purposes the
same as if such officer had remained in office until such delivery. The Bond Purchase
Agreement shall be substantially in the form and substance attached hereto as Exhibit D, with
such changes as shall be acceptable to the Authorized Issuer Representative, including, without
limitation, to contain such terms and conditions as may be provided in accordance with
subsection (c) of this Section. An Authorized Issuer Representative shall not execute the Bond
Purchase Agreement unless each investment banking firm named in the Bond Purchase
Agreement has confirmed to an Authorized Issuer Representative that it has made disclosure
filings to the Texas Ethics Commission in accordance with Section 2252.908, Texas Government
Code. Within thirty (30) days of receipt of the disclosure filings from each underwriter of the
Series 2017A Bonds, the City will submit a copy of the disclosure filings to the Texas Ethics
Commission. Any iinding or determination made by an Authorized Issuer Representative
relating to the issuance and sale of the Series 2017A Bonds shall have the same force and effect
as a iinding or determination made by the City Council.
(c) Bond Purchase Ag,reement. Each Authorized Issuer Representative is hereby
authorized, appointed, and designated to act on behalf of the City in selling and delivering the
Series 2017A Bonds and carrying out the other procedures specified in this Ordinance, including
determining and fixing the date of the Series 2017A Bonds, any additional or different
designation or title by which the Series 2017A Bonds shail be known, the aggregate principal
amount of the Series 2017A Bonds to be sold, the price at which the Series 2017A Bonds will be
sold, the years in which the Series 2017A Bonds will mature, the principal amount to mature in
each of such years, the rate or rates of interest to be borne by each such maturity, the interest
payment periods, the dates, price, and terms upon and at which the Series 2017A Bonds shall be
subject to redemption prior to maturity at the option of the Issuer, as well as any mandatory
sinking fund redemption provisions, and all other matters relating to the issuance, sale, and
delivery of the Series 2017A Bonds, including, without limitation, the use of municipal bond
insurance and the acquisition of a Reserve Fund Credit Facility for the Series 2017A Bonds, all
of which shall be specified in the Bond Purchase Agreement. The Series 2017A Bonds and the
Series 2017B Bonds may be sold under the terms of a single Bond Purchase Agreement, or the
Series 2017A Bonds may be sold under the terms of a separate Bond Purchase Agreement, as
determined by an Authorized Issuer Representative. Exhibit A to this Ordinance shall be revised
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to conform definitions to the results of the pricing of the Series 2017A Bonds, as reflected in the
Bond Purchase Agreement executed by an Authorized Issuer Representative. The Series 2017A
Bonds shall be sold at a price that the Authorized Issuer Representative shall determine to be
most advantageous to the Issuer, which determination shall be evidenced by the execution of the
Bond Purchase Agreement setting forth the terms of sale of the Series 2017A Bonds,
(d) GeneraL It is the intent of the City to offer for sale the Series 2017A Bonds and the
Series 2017B Bonds under a single offering document. The City Council authorizes the City
Manager, any Assistant City Manager and the Chief Financial Officer of the City to provide for
and oversee the preparation of a preliminary official statement and the final official statement
(the "Official Statement") in connection with the issuance of the Series 2017A Bonds, and to
approve the preliminary official statement and the Official Statement and deem the preliminary
ofiicial statement final, and to provide the Official Statement to the Underwriters, in compliance
with the Rule. The Official Statement in the form and content approved by an Authorized Issuer
Representative shail be deemed approved by the City Council and constitute the Official
Statement authorized for distribution to and use by the Underwriters.
(e) Parameters. The foregoing provisions of this Section notwithstanding, the purchase
price to be paid for the Series 2017A Bonds sold pursuant to this Ordinance shall not be less than
95% of the aggregate principal amount thereof, and the Series 2017A Bonds sold pursuant to this
Ordinance shall not bear a"net effective interest rate" (as defined in and calculated in accordance
with the provisions of Chapter 1204, Texas Government Code) of greater than 6.00%. Prior to
their sale, the Series 2017A Bonds shall have been rated by a nationally recognized rating agency
for municipal securities in one of the four highest rating categories for long term obligations.
The authority of an Authorized Issuer Representative to execute the Bond Purchase Agreement
evidencing the sale of the Series 2017A Bonds shail expire at 5:00 p.m. on Friday, December 29,
2017.
Section 4. REDEMPTION. (a) Optional Redemption. That the Series 2017A Bonds
may be subject to redemption prior to their scheduled maturities at the option of the City, on the
dates and in the manner provided in the Bond Purchase Agreement. Should the Series 2017A
Bonds be subject to redemption prior to their scheduled maturities, if less than all of the Series
2017A Bonds are to be redeemed by the City, the City shall determine the maturity or maturities
and the amounts to be redeemed and shall direct the Paying Agent/Registrar to call Series 2017A
Bonds, or portions of Series 2017A Bonds, within a maturity and in the principal amounts for
redemption and to select such Series 2017A Bonds to be redeemed as provided in the FORM OF
BOND; provided, that during any period in which ownership of the Series 2017A Bonds is
determined oniy by a book entry at a Depository for the Series 2017A Bonds, if fewer than all of
the Series 2017A Bonds of the same maturity and bearing the same interest rate are to be
redeemed, the particular Series 2017A Bonds shall be selected in accordance with the
arrangements between the City and the Depository. The FORM OF BOND shall be revised to
reflect any optional redemption of the Series 2017A Bonds, to the extent provided in the Bond
Purchase Agreement executed by an Authorized Issuer Representative. The optional redemption
of Series 2017A Bonds at the option of the City may be made conditional upon the occurrence of
certain events, as may be provided for in the FORM OF BOND.
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(b) MandatorX Redemption. Should the Bond Purchase Agreement provide for the
mandatory sinlcing fund redemption of the Series 2017A Bonds, the terms and conditions
governing any mandatory sinking fund redemption and the payment of mandatory sinking fund
payments shall be as set forth therein, and the FORM OF BOND shall be revised to reflect any
mandatory sinicing fund redemption of the Series 2017A Bonds, to the extent provided in the
Bond Purchase Agreement executed by an Authorized Issuer Representative.
(c) General Notice. Notice of any redemption of Series 2017A Bonds shall be given in
the following manner, to-wit, a written notice of such redemption shall be given to the
Registered Owner of each Series 2017A Bond or a portion thereof being called for redemption at
least thirty (30) days prior to the date fixed for such redemption by depositing such notice in the
United States mail, first-class postage prepaid, addressed to each such Registered Owner at the
address shown on the Registration Boolcs of the Paying Agent/Registrar; provided, that during
any period in which ownership of the Series 2017A Bonds is determined only by a book entry at
a Depository for the Series 2017A Bonds, such notice shall be given to each Registered Owner
pursuant to arrangements between the City and the Depository. By the date fixed for any such
redemption due provision shall be made by the City with the Paying Agent/Registrar for the
payment of the required redemption price for the Series 2017A Bonds or the portions thereof
which are to be so redeemed. If such notice of redemption is given, and if due provision for such
payment is made, and all conditions precedent for the redemption have occurred, all as provided
above, the Series 2017A Bonds, or the portions thereof which are to be so redeemed, thereby
automatically shall be redeemed prior to their scheduled maturities, and shall not be regarded as
being outstanding except for the right of the owner to receive the redemption price 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 2017A
Bonds or any portion thereof. If a portion of any Series 2017A Bond shall be redeemed, a
substitute Series 2017A Bond or Series 2017A Bonds having the same maturity date, bearing
interest at the same rate, in any Authorized Denomination at the written request of the owner,
and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to
the owner upon the surrender thereof for cancellation, at the expense of the City, all as provided
in this Ordinance. The maturities of Series 2017A Bonds to be called for redemption shall be
determined by the City. The Series 2017A Bonds or portions to be redeemed within each such
maturity shall be selected by the Paying Agent/Registrar as provided in the FORM OF BOND
(provided that a portion of a Series 2017A Bond may be redeemed only in an Authorized
Denomination). The City shall give written notice to the Paying Agent/Registrar of any such
redemption of Series 2017A Bonds at least sixty (60) calendar days (or such shorter period as is
acceptable to the Paying Agent/Registrar) prior to such redemption.
(d) Additional Notice. (i) In addition to the manner of providing notice of redemption of
Series 2017A Bonds as set forth above, the Paying AgentlRegistrar shall give notice of
redemption of Series 2017A Bonds by United States mail, first-class postage prepaid (or
electronically, if permitted by recipient's procedures), at least thirty (30) days prior to a
redemption date to the MSRB 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 2017A 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
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than ninety (90) days prior to the actual redemption date. Any notices sent to the MSRB or such
national information services shall be sent so that they are received at least two (2) days prior to
the general mailing or delivery 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 2017A Bond
who has not sent the Series 2017A 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 2017A Bonds to be redeemed including
the complete name of the Series 2017A Bonds calied for redemption, the Series, the date of
issue, the interest rate, the maturity date, the CUSIP number, the amounts called for redemption,
the publication and delivery date for the notice, the date of redemption, the redemption price, any
conditions precedent to the redemption, the name of the Paying Agent/Registrar and the address
at which the Series 2017A Bond may be redeemed including a telephone number.
(iii) All redemption payments made by the Paying Agent/Registrar to the Registered
Owners of the Series 2017A Bonds shall include a CUSIP number relating to each amount paid
to such Registered Owner.
Section 5. CHARACTERISTICS OF THE BONDS. (a) Re�istration, Transfer,
Conversion and Exchan�e• Authentication. That the City shall keep or cause to be lcept at the
Designated Trust Office of BOKF, NA (the "Paying Agent/Registrar"), books or records for the
registration of the transfer, conversion and exchange of the Series 2017A 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 registrations of transfers,
conversions and exchanges under such reasonable regulations as the City and the Paying
Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations,
transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar shall
obtain and record in the Registration Books the address of the owner of each Series 2017A Bond
to which payments with respect to the Series 2017A Bonds shail be sent, as herein provided; but
it shall be the duty of each owner to notify the Paying Agent/Registrar in writing of the address
to which payments shall be sent, and such payments shall not be sent unless such notice has been
given. The City shail have the right to inspect at the Designated Trust Office 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. Except as otherwise provided in the
FORM OF BOND, the owner of each Series 2017A Bond requesting a conversion, transfer,
exchange and delivery of such Series 2017A Bond shall pay the Paying Agent/Registrar's
standard or customary fees and charges for making such registration, transfer, conversion,
exchange and delivery of a substitute Series 2017A Bond or Series 2017A Bonds. Registration
of assignments, transfers, conversions and exchanges of Series 2017A Bonds shall be made in
the manner provided and with the effect stated in the FORM OF BOND. Each substitute Series
2017A Bond shall bear a letter and/or number to distinguish it fi•om each other Series 2017A
Bond. An authorized representative of the Paying Agent/Registrar shall, before the delivery of
any such Series 2017A Bond, date and manually sign the "Paying Agent/Registrar's
Authentication Certificate" in the form set forth in the FORM OF BOND (the "Authentication
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Certificate"), and, except as provided below, no such Series 2017A Bond shall be deemed to be
issued or Outstanding unless the Authentication Certificate is so executed; however, the
foregoing notwithstanding, the Authentication Certificate need not be executed if any such Series
2017A Bond is accompanied by an executed "Comptroller's Registration Certificate" in the form
set forth in the FORM OF BOND. The Paying Agent/Registrar promptly shall cancel all paid
Series 2017A Bonds and Series 2017A Bonds surrendered for conversion and exchange and shall
dispose of such canceled Series 2017A Bonds in accordance with its customary procedures and
deliver to the City, upon written request, a certificate of such cancellation and disposition. No
additional ordinances, orders, or resolutions need be passed or adopted by the governing body of
the City or any other body or person so as to accomplish the foregoing conversion and exchange
of any Series 2017A Bond or portion thereof, and the Paying Agent/Registrar shall provide for
the printing, execution, and delivery of the substitute Series 2017A Bonds in the manner
prescribed herein. Pursuant to Chapter 1206, the duty of conversion and exchange of Series
2017A Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
execution of the Authentication Certificate, the converted and exchanged Series 2017A Bond
shail be valid, incontestable, and enforceabie in the same manner and with the same effect as the
Series 2017A Bonds which initially were issued and delivered pursuant to this Ordinance,
approved by the Attorney Generai, and registered by the Comptroller of Public Accounts. As of
the date this Ordinance is approved by the City Councii, the Designated Trust Office of the
Paying Agent/Registrar is its Austin, Texas corporate trust office.
(b) Payment of Bonds and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of, premium, if any, and
interest on the Series 2017A 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 2017A Bonds.
(c) In General. The Series 2017A Bonds (i) shall be issued in fully registered form,
without interest coupons, with the principal of and interest on such Series 2017A 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 converted and exchanged for other
Series 2017A Bonds, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and
authenticated, (vii) shall be payable as to principal and interest, and (viii) shall be administered
and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with
respect to the Series 2017A Bonds, all as provided, and in the manner and to the effect as
required or indicated, in the FORM OF BOND. The Series 2017A Bonds initially issued and
delivered pursuant to this Ordinance are not required to be, and shall not be, authenticated by the
Paying Agent/Registrar, but on each substitute Series 2017A Bond issued in conversion of and
exchange for any Series 2017A Bond or Series 2017A Bonds issued under this Ordinance the
Paying Agent/Regish•ar shall execute the Authentication Certificate.
(d) Substitute Pa�g A eng t/Re ig strar. The City covenants with the owners of the Series
2017A Bonds that at all times while the Ser•ies 2017A Bonds are Outstanding a competent and
legally qualified entity shall act as and perform the services of Paying Agent/Registrar for the
Series 2017A Bonds under this Ordinance, and that the Paying Agent/Registrar will be one
entity. Such entity may be the City, to the extent permitted by law, or a bank, trust company,
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financial institution, or other agency, as selected by the City. The City reserves the right to, and
may, at its option, change the Paying Agent/Registrar upon not less than one hundred and twenty
(120) days written notice to the Paying Agent/Registrar, to be effective not later than sixty (60)
days prior to the next principal or interest payment date after such notice. 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 entity to act as Paying Agent/Registrar under this
Ordinance. Upon any change in the Paying AgentlRegistrar, the previous Paying
AgentlRegistrar promptly shall transfer and deliver the Registration Books (or a copy thereo�,
along with all other pertinent books and records relating to the Series 2017A 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 owner of the Series 2017A Bonds, by United States mail, iirst-
class postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar. By accepting the position and performing as such, each 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.
Section 6. FORM OF BONDS. (a) Form of Bonds. That the form of all Series 2017A
Bonds, including the form of the Authentication Certificate, the form of Assignment, and the
form of the Comptroller's Registration Certificate to be attached only to the Series 2017A Bonds
initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as
set forth in Exhibit B, with such appropriate variations, omissions, or insertions as are permitted
or required by this Ordinance.
(b) Printin� Bond Counsel O�nion and Statement of Insurance. The printer of the Series
2017A Bonds is hereby authorized to print on the Series 2017A Bonds the form of co-Bond
Counsel's opinion relating to the Series 2017A Bonds, and is hereby authorized to print on the
Series 2017A Bonds 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 2017A Bonds.
Section 7. RULES OF CONSTRUCTION. That for all purposes of this Ordinance,
unless the context requires otherwise, all references to designated Sections and other
subdivisions are to the Sections and other subdivisions of this Ordinance. The words "herein",
"hereof' and "hereunder" and other words of similar import refer to this Ordinance as a whole
and not to any particular Section or other subdivision. Except where the context otherwise
requires, terms defined in this Ordinance to impart the singular number shall be considered to
include the plural number and vice versa. References to any named person means that party and
its successors and assigns. References to any constitutional, statutory or regulatory provision
means such provision as it exists on the date this Ordinance is adopted by the City and any future
amendments thereto or successor provisions thereo£ All ordinances and resolutions or parts
thei•eof in conflict herewith are hereby repealed.
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Section 8. PLEDGE AND SOURCE OF PAYMENT. (a) Pledge of Pledged Revenues.
That the Series 2017 Bonds are and shall be secured by and payable from a first lien on and
pledge of the Pledged Revenues; and the Pledged Revenues are further pledged to the
establishment and maintenance of the Debt Service Fund and the Accounts therein maintained to
the extent hereinafter provided.
(b) Pled�e of 334 Revenues in Su�port of the Series 2017A Bonds. In addition to the
Pledged Revenues, as additional security for the Series 2017A Bonds, the Series 2017A Bonds
are and shall be secured by and payable from a first lien on and pledge of the 334 Revenues;
provided, that in no event shall the 334 Revenues transferred to the credit of the Tax-Exempt
Bonds Debt Service Account result in the amount of 334 Revenues so deposited and available to
pay the principal of or interest on the Series 2017A Bonds exceeding five percent of (i) the
principal (including Sinking Fund Installments) coming due on all Outstanding Series 2017A
Bonds on a Principal Payment Date, and (ii) the interest coming due on all Outstanding Series
2017A Bonds for the current Fiscal Year.
(c) No Additional Securitv. The Series 2017A Bonds are and will be secured only by the
Pledged Revenues and the 334 Revenues to the extent described in this Ordinance. Moneys in
the Tax-Exempt Bonds Debt Service Reserve Account and the Series 2017A Bond Proceeds
Account are available to pay Debt Service on the Series 2017A Bonds, to the extent provided in
this Ordinance. The Series 2017A Bonds are not secured by or payable from a mortgage or deed
of trust on any properties, whether real, personal, or mixed, constituting the Venue Project.
(d) Perfection of Lien. Chapter 1208 applies to the issuance of the Series 2017A Bonds
and the pledge of the Pledged Revenues and the 334 Revenues granted by the City under
subsection (a) of this Section, and such pledge is therefore valid, effective, and perfected. If
Texas law is amended at any time while the Series 2017A Bonds are outstanding and unpaid
such that the pledge of the Pledged Revenues and the 334 Revenues granted by the City is to be
subject to the filing requirements of Chapter 9, then in order to preserve to the Registered
Owners of the Series 2017A Bonds the perfection of the security interest in said pledge, the City
agrees to take such measures as it determines are reasonable and necessary under Texas law to
comply with the applicable provisions of Chapter 9 and enable a filing to perfect the security
interest in said pledge to occur.
Section 9. PREAMBLE. That the preambie to this Ordinance is hereby incorporated by
reference, and is to be considered a part of the operative text of this Ordinance.
Section 10. VENUE PROJECT FLTND. That in accordance with the provisions of the
Act, the City has established and maintains on the records of the City the Venue Project Fund.
The City has established and shall maintain on the records of the City the 334 Revenues Account
within the Venue Project Fund. The City hereby establishes and shall maintain on the records of
the City the Series 2017A Bond Proceeds Account within the Venue Project Fund. 334
Revenues in the 334 Revenues Account and moneys in the Series 2017A Bond Proceeds
Account are to be disbursed in accordance with and in the manner provided by this Ordinance.
The initial funding of the Series 2017A Bond Proceeds Account shall occur, and the
disbursement of funds therefrom shall be made, in accordance with the provisions of Section
14(a) hereof. Upon the disposition of all funds deposited to the credit of the Series 2017A Bond
Proceeds Account, the Series 2017A Bond Proceeds Account shall thereafter be closed.
The City shall, upon its receipt, deposit 334 Revenues to the credit of the 334 Revenues
Account. In the event that 334 Revenues on deposit in the 334 Revenues Account are not
sufficient to fully satisfy the monthly transfer requirements specified in clauses (A) and (B) of
Section 16 first, respectively, then the requisite transfers to the Taxable Bonds Debt Service
Account and the Tax-Exempt Bonds Debt Service Account shall be made first to the Taxable
Bonds Debt Service Account and then, to the extent of the availability of 334 Revenues at such
requisite time of transfer, to the Tax-Exempt Bonds Debt Service Account. Excess amounts in
the 334 Revenues Account may be used by the City for any lawful purpose consistent with the
Election.
Section 11. PUBLIC FINANCING ZONE SPECIAL REVENUE FiJND. That the City
has established and shaii maintain on the records of the City the "Public Financing Zone Special
Revenue Fund", and has established within such Fund the "State PFZ Funds Account", to which
Account the City shall deposit, upon its receipt, the State PFZ Funds. The City shall cause to be
transferred State PFZ Funds on deposit in the State PFZ Funds Account to the Debt Service
Fund, in accordance with the funding requirements set forth in Section 16 hereo£ Excess
amounts in the State PFZ Account may be used by the City for any lawful purpose.
Section 12. CULTURE AND TOURISM FLTND. That the City has established and shall
maintain on the records of the City the "Culture and Tourism Fund", and has estabiished within
such Fund the "City Hotel Tax Revenues Account", to which Account the City shall deposit,
upon its receipt, the Available City Hotei Tax Revenues. The City shall cause to be transferred
Availabie City Hotei Revenues on deposit in the City Hotel Tax Revenues Account to the Debt
Service Fund, in accordance with the funding requirements set forth in Section 16 hereof.
Excess amounts in the City Hotel Tax Revenues Account may be used by the City for any lawful
purpose.
Section 13. DALLAS/FORT WORTH AIRPORT REVENUE SHARING FLJND. That
the City has established and shall maintain on the records of the City the "Dallas/Fort Worth
Airport Revenue Sharing Fund", and has established within such Revenue Sharing Fund the
Airport Shared Revenues Account, to which Account the City shall deposit, upon its receipt, the
Airport Shared Revenues. The City shall cause to be transferred Airport Shared Revenues in the
Dallas/Fort Worth Airport Revenue Sharing Fund to the Debt Service Fund, in accordance with
the funding requirements set forth in Section 16 hereof. Excess amounts in the Airport Shared
Revenues Account may be used by the City for any lawful purpose.
Section 14. VENUE CAPITAL PROJECT FITND. (a) Venue Project Fund, Series
2017A Costs of Issuance Account and Series 2017A Project Account. That the City has
estabiished and shall maintain on the records of the City the Venue Capital Project Fund. Within
the Venue Capital Project Fund, the City shall establish and maintain the Series 2017A Costs of
Issuance Account and the Series 2017A Project Account. After making transfers from the Series
2017A Bond Proceeds Account within the Venue Project Fund to the Tax-Exempt Bonds Debt
�
Service Account within the Debt Seivice Fund, consisting of the Series 2017A Capitalized
Interest, and to the Tax-Exempt Bonds Debt Service Reserve Fund, consisting of the Reserve
Requirement for the Series 2017A Bonds, and the deposit of moneys to the credit of the Series
2017A Costs of Issuance Account within the Venue Capital Project Fund, the City shall transfer
the remaining balance in the Series 2017A Bond Proceeds Account to the Series 2017A Project
Account, in accordance with the closing instructions executed by an Authorized Issuer
Representative as provided in Section 36 hereo£ In addition, under the terms of the Concurrent
Ordinance, the City shall establish and maintain within the Venue Capital Project Fund the
Series 2017B Costs of Issuance Account, the Series 2017B Project Account, and one or more
additional adjacent support facilities accounts.
(b) Payment of Issuance Costs. Moneys on deposit in the Series 2017A Costs of
Issuance Account shall be used to pay Issuance Costs of the Series 2017A Bonds. Upon the
payment of the Issuance Costs of the Series 2017A Bonds, any moneys remaining in the Series
2017A Costs of Issuance Account shail be transferred to the Series 2017A Project Account, and
the Series 2017A Costs of Issuance Account shall thereafter be ciosed.
(c) Payment of Project Costs from Pubiic Contribution. Moneys on deposit in the
Series 2017A Project Account will be used, together with moneys on deposit in the Series 2017B
Project Account, to pay Project Costs of the Venue Project payable from the Public Contribution,
in the manner and the amounts as determined by the City. Upon the receipt by the City from the
Arena Group of a payment certificate evidencing the incurrence or payment of Project Costs, the
City shall transfer funds from the Series 2017A Project Account for the payment of such Project
Costs, in accordance with the provisions of Article III of the Funding Agreement. The final
disbursement from the Venue Capital Project Fund for Project Costs for the Venue Project
payable from the Public Contribution shall additionally require the certiiication of the Arena
Group as described in Article III of the Funding Agreement.
(d) Transfer of Excess Funds from Series 2017A Project Account. Upon the receipt
by the City of a certiiicate executed by the Arena Group confirming that the final disbursement
for Project Costs for the Venue Project from the Public Contribution has been requested and paid
by the City, to the extent amounts remain unspent in the Series 2017A Project Account, the City
shall transfer the amount remaining in the Series 2017A Project Account of the Venue Capital
Project Fund to the Tax-Exempt Bonds Debt Service Account of the Debt Service Fund, and the
Series 2017A Project Account of the Venue Capital Project Fund shall thereafter be closed.
Section 15. DEBT SERVICE FUND. (a) Debt Service Fund and Accounts. That the
City shall establish and maintain on the records of the City the Debt Service Fund. Within the
Debt Service Fund, the following Accounts shail be established and maintained:
(i) the Tax-Exempt Bonds Debt Service Account;
(ii) the Tax-Exempt Bonds Debt Service Reserve Account;
(iii) the Taxable Bonds Debt Service Account; and
(iv) the Taxable Bonds Debt Service Reserve Account.
12
(b) Transfers to Pay Debt Service. The City shall cause to be paid out of the Tax-
Exempt Bonds Debt Service Account of the Debt Service Fund on or before each Debt Service
Payment Date for any of the Series 2017A Bonds, the amount required to pay Debt Service
coming due and payable on such date. On the Closing Date, Series 2017A Capitalized Interest
shall be deposited to the credit of the Tax-Exempt Bonds Debt Service Account and shall be used
to pay interest coming due on the Series 2017A Bonds, prior to the use of any other amounts in
the Debt Service Fund for such purpose. On or before any Redemption Date for Series 2017A
Bonds to be redeemed, the City shall also cause to be paid out of the Tax-Exempt Bonds Debt
Service Account of the Debt Service Fund, fi�om available amounts deposited therein from time
to time, the Redemption Price of and interest on the Series 2017A Bonds then to be redeemed.
(c) Sinkin� Fund Installments. Amounts in the Tax-Exempt Bonds Debt Seivice
Account of the Debt Service Fund with respect to any Sinking Fund Installment (together with
amounts in the Tax-Exempt Bonds Debt Service Account of the Debt Service Fund with respect
to interest on the Series 2017A Bonds for which such Sinking Fund Installment was established)
shall be applied to the redemption of Series 2017A Bonds and maturity for which such Sinlcing
Fund Installment was established in an amount not exceeding that necessary to complete the
retirement of such Sinking Fund Installment as hereinafter provided. As soon as practicable after
the sixtieth (60th) day immediately preceding the due date of any such Sinking Fund Installment,
the Paying Agent/Registrar shall proceed to call for redemption, by giving notice as provided in
Section 4 hereof, on such due date Series 2017A Bonds and maturity for which such Sinking
Fund Installment was established (except in the case of Series 2017A Bonds maturing on a
Sinking Fund Installment Date) in such amount as shall be necessary to complete the retirement
of such Sinking Fund Installment; provided that for this purpose the principal amount of the
Series 2017A Bonds and maturity delivered by the Issuer to the Paying Agent/Registrar for
cancellation not less than sixty (60) days prior to such due date, if any, shall be credited against
the amount of such Sinking Fund Installment. Such notice shall be given only to the extent that
moneys therefor shall have been deposited in the Tax-Exempt Bonds Debt Service Account of
the Debt Service Fund and without any instructions from the Issuer.
(d) Reduction of Sinlcin� Fund Installments Resulting From Earlier Redemptions.
Upon a redemption pursuant to any redemption provision of this Ordinance, other than an
anticipated sinking fund redemption provision of the Series 2017A Bonds and maturity for which
Sinking Fund Installments have been established, the principal amount of such Series 2017A
Bonds so purchased or redeemed shall be credited toward the next Sinking Fund Installment or
Installments.
(e) Aliocations to Tax-Exem�t Bonds Debt Service Account. A11 amounts deposited
into the Debt Service Fund from whatever source, including but not limited to amounts deposited
in accordance with Sections 14 and 16 hereof, and excess deposits from the Tax-Exempt Bonds
Debt Service Reserve Account pursuant to Section 17 hereof, shall be transferred into the Tax-
Exempt Bonds Debt Service Account to pay principal and interest coming due on all Series
2017A Bonds on the next Debt Service Payment Date, unless otherwise specifically directed by
the Issuer. The foregoing notwithstanding, the limitations on the use of 334 Revenues described
in Sections 8 and 10 hereof govern the use of 334 Revenues, and the 334 Revenues shall be
applied in the manner provided in clauses (A) and (B) of Section 16 First of this Ordinance.
13
(� Initial De�osit in Debt Service Reserve Account. In accordance with Section
14(a) hereof, the Issuer shall cause to be deposited in the Tax-Exempt Bonds Debt Service
Reserve Account, from proceeds of the Series 2017A Bonds on deposit in the Series 2017A
Bond Proceeds Account within the Venue Project Fund, cash and/or a Reserve Fund Credit
Facility equal to the Reserve Requirement for the Series 2017A Bonds, which shall be credited to
the Tax-Exempt Bonds Debt Service Reserve Account within the Debt Service Fund.
(g) Transfers to Debt Service Fund. The City shall apply amounts on deposit in the
Tax-Exempt Bonds Debt Service Reserve Account to the extent necessary to make good the
deficiency in the Tax-Exempt Bonds Debt Service Account pursuant to Section 15(h) and
Section 16 hereo£ Ail cash and investments on deposit in the Tax-Exempt Bonds Debt Service
Reserve Account shail be liquidated and withdrawn by the Paying Agent/Registrar prior to
drawing on any Reserve Fund Credit Facility which may, initially or in the future, be on deposit
in the Tax-Exempt Bonds Debt Service Reserve Account. If more than one Reserve Fund Credit
Facility is maintained in the Tax-Exempt Bonds Debt Service Reserve Account, any withdrawals
on such Reserve Fund Credit Facilities shall be pro rata unless otherwise required by the terms of
the Reserve Fund Credit Facilities. When the amount in the Tax-Exempt Bonds Debt Service
Reserve Account (exclusive of any Reserve Fund Credit Facilities), together with the amount in
the Tax-Exempt Bonds Debt Service Account, is sufficient to fully pay all Outstanding Series
2017A Bonds in accordance with their terms (including principal or Redemption Price and
interest), the City may transfer the amount on deposit in the Tax-Exempt Bonds Debt Service
Reserve Account to the Tax-Exempt Bonds Debt Service Account to pay, together with the
amount on deposit in the Tax-Exempt Bonds Debt Service Account, the principal and
Redemption Price of and interest on all Series 2017A Bonds.
(h) Additional D�osits to Cure Deficiencies. (i) When and so long as the money and
investments in the Tax-Exempt Bonds Debt Service Reserve Account (including the amount
available to be drawn under all Reserve Fund Credit Facilities) total not less than the Reserve
Requirement for the Series 2017A Bonds, no deposits need be made to the credit of the Tax-
Exempt Bonds Debt Seivice Reserve Account; but when and if the Tax-Exempt Bonds Debt
Service Reserve Account (including the amount available to be drawn under all Reserve Fund
Credit Facilities) at any time contains less than the Reserve Requirement for the Series 2017A
Bonds, such deficiency in the Reserve Requirement for the Series 2017A Bonds shall be cured as
promptly as possible by the City (A) making deposits fi•om funds in accordance with Section 16
Second hereof in an amount required to (1) first, if a draw has been made on Reserve Fund
Credit Facilities, pay reimbursement obligations related to such Reserve Fund Credit Facilities
on a pro rata basis to restore the amount available to be drawn under such Reserve Fund Credit
Facilities to their original amounts (and pay all other amounts required by such Reserve Fund
Credit Facility), and (2) second, restore the balance in the Tax-Exempt Bonds Debt Service
Reserve Account to the Reserve Requirement for the Series 2017A Bonds, (B) providing a
Reserve Fund Credit Facility (but only if all reimbursement obligations on any existing Reserve
Fund Credit Facility have been paid in fuli), or (C) providing a combination of (A) and (B)
above.
14
(i) Computation of Debt Service Reserve Accounts. For the purpose of determining
the amount on deposit to the credit of the Tax-Exempt Bonds Debt Service Reserve Account,
investments in which money in such Account shall have been invested shall be computed by the
City at cost [book value, as opposed to market value], and any Reserve Fund Credit Facility shall
be computed at the maximum amount available to be drawn thereunder. The amount on deposit
to the credit of the Tax-Exempt Bonds Debt Service Reserve Account shall be computed by the
City at least annuaily, and shall be computed immediately upon any withdrawal from the Tax-
Exempt Bonds Debt Service Reserve Account, or the issuance of Refunding Bonds or Additional
Bonds, as the case may be. Moneys in the Tax-Exempt Bonds Debt Service Reserve Account
shall be invested by the City in accordance with the provisions of Section 18 of this Ordinance.
(j) Transfer of Excess Funds. If on any Debt Service Payment Date the amount on
deposit in the Tax-Exempt Bonds Debt Service Reserve Account exceeds the Reserve
Requirement for the Series 2017A Bonds, prior to making the transfers under Section 16 Second
on such date, the City shall apply such excess to the reimbursement of each drawing on Reserve
Fund Credit Facilities, if any, and to the payment of interest or other amounts due with respect to
such Reserve Fund Credit Facilities, and any remaining excess amounts shall be deposited into
the Tax-Exempt Bonds Debt Service Account.
(k) Repiacement of Cash with Reserve Fund Credit Facility. In lieu of cash and
investments which are then on deposit in the Tax-Exempt Bonds Debt Service Reserve Account
to satisfy ail or a portion of the Reserve Requirement for the Series 2017A Bonds, the Issuer may
at any time cause to be deposited therein one or more Reserve Fund Credit Facilities in a
combined amount equal to the difference between the Reserve Requirement for the Series 2017A
Bonds, and all or a portion of such cash and investments. If at any time a Reserve Fund Credit
Facility is delivered pursuant to this subsection (k) there shall be any amount in the Tax-Exempt
Bonds Debt Service Reserve Account in excess of the Reserve Requirement for the Series 2017A
Bonds, the City may apply such excess amount to the cost of acquiring and maintaining such
Reserve Fund Credit Facility and, to the extent not so applied, such excess shall be transferred to
the Tax-Exempt Bonds Debt Seivice Account and applied to pay Debt.Service when due or to
purchase or redeem Series 2017A Bonds, as directed in writing by an Authorized Issuer
Representative.
Section 16. FLOW OF FUNDS. That on each date as described in clauses First and
Second below, the City shall cause 334 Revenues and Pledged Revenues to be deposited in the
manner and order of priority listed below:
order:
First, to the Debt Service Fund on the dates and in the following amounts and
(A) from 334 Revenues, (1) such amounts, deposited in approximately
equal monthly instaliments, commencing on the fifteenth (15th) day of the month
immediately following the Closing Date, for deposit to the credit of the Taxable
Bonds Debt Service Account of the Debt Service Fund, together with other
amounts, if any, in the Taxable Bonds Debt Service Account available for such
purpose, to pay the interest scheduled to come due on the Series 2017B Bonds on
IS
the next succeeding Interest Payment Date and (2) such amounts (as limited by
subsection (b) of Section 8 of this Ordinance and, in the event of insufficiency,
the priority specified in the last paragraph of Section 10 of this Ordinance,
respectively), deposited in approximately equal monthly installments,
commencing on the fifteenth (15th) day of the month immediately following the
Closing Date, for deposit to the credit of the Tax-Exempt Bonds Debt Service
Account of the Debt Service Fund, together with other amounts, if any, in the
Tax-Exempt Bonds Debt Service Account availabie for such purpose, to pay the
interest scheduled to come due on the Series 2017A Bonds on the next succeeding
Interest Payment Date; plus
(B) from 334 Revenues, (1) such amounts, deposited in approximately
equal monthly installments, commencing on the Initial Series 2017B Principal
Funding Date, for deposit to the credit of the Taxable Bonds Debt Service
Account of the Debt Service Fund, together with other amounts, if any, in the
Taxable Bonds Debt Service Account available for such purpose, to pay the
principal of the Series 2017B Bonds scheduled to come due on the next
succeeding Principal Payment Date and (2) such amounts (as limited by
subsection (b) of Section 8 of this Ordinance and, in the event of insufficiency,
the priority specified in the last paragraph of Section 10 of this Ordinance,
respectively), deposited in approximately equal monthly installments,
commencing on the Initial Series 2017A Principal Funding Date, for deposit to
the credit of the Tax-Exempt Bonds Debt Service Account of the Debt Service
Fund, together with other amounts, if any, in the Tax-Exempt Bonds Debt Service
Account available for such purpose, to pay the principal of the Series 2017A
� Bonds scheduled to come due on the next succeeding Principal Payment Date;
and
(C) fi�om Pledged Revenues, such amounts, deposited in approximately
equal monthly installments, commencing on the fifteenth (15th) day of the month
immediately following the Closing Date, on a pro rata basis, for deposit to the
credit of the Tax-Exempt Bonds Debt Service Account of the Debt Seivice Fund
and the Taxable Bonds Debt Service Account of the Debt Service Fund, together
with other amounts, if any, in the Tax-Exempt Bonds Debt Service Account and
the Taxable Bonds Debt Service Account, respectively, available for such
purpose, to pay the interest scheduled to come due on the Series 2017A Bonds
and the Series 2017B Bonds on the next succeeding Interest Payment Date; plus
(D) from Pledged Revenues, such amounts, deposited in approximately
equal monthiy installments, commencing on the Initial Principal Funding Date, on
a pro rata basis, for deposit to the credit of the Tax-Exempt Bonds Debt Service
Account of the Debt Service Fund and the Taxable Bonds Debt Service Account
of the Debt Service Fund, together with other amounts, if any, in the Tax-Exempt
Bonds Debt Service Account and the Taxable Bonds Debt Service Account,
respectively, available for such purpose, to pay the principal of the Series 2017A
�
Bonds and the Series 2017B Bonds scheduled to come due on the next succeeding
Principal Payment Date; and
Second, on any Debt Service Payment Date, (1) if the Tax-Exempt Bonds Debt
Service Reserve Account contains less than the Reserve Requirement for the Series
2017A Bonds, to the Tax-Exempt Bonds Debt Service Reserve Account, from Pledged
Revenues (and in no event from 334 Revenues), an amount equal to the amount required
to replenish the Reserve Requirement for the Series 2017A Bonds in accordance with
Section 15(h) hereof and (2) if the Taxable Bonds Debt Service Reseive Account
contains less than the Reserve Requirement for the Series 2017B Bonds, to the Taxable
Bonds Debt Service Reserve Account, first, from 334 Revenues and second, from
Pledged Revenues, an amount equal to the amount required to replenish the Reserve
Requirement for the Series 2017B Bonds in accordance with Section 15(h) hereof.
Moneys shali be deposited to the credit of the Rebate Fund as required by Section 20 hereof in
respect to the issuance of the Series 2017A Bonds.
Section 17. OTHER TRANSFERS TO DEBT SERVICE FUND.
(a) Transfers Into Debt Service Fund From Debt Service Reserve Accounts.
Notwithstanding anything in this Ordinance to the contrary, if the Issuer anticipates on
the tenth (lOth) day immediately prior to a Debt Service Payment Date, there will not be
sufficient moneys in the Tax-Exempt Bonds Debt Service Account of the Debt Service
Fund on such Debt Service Payment Date, after making the transfers required by Section
16 First hereof, to satisfy the amount then required to be on deposit therein (after taking
into account all Series 2017A Capitalized Interest on deposit in the Tax-Exempt Bonds
Debt Service Account of the Debt Service Fund), on the day before a Debt Service
Payment Date, moneys shall be transferred by the City to the Tax-Exempt Bonds Debt
Service Account of the Debt Service Fund from the Tax-Exempt Bonds Debt Service
Reserve Account in an amount which, together with the amount then on deposit in the
Tax-Exempt Bonds Debt Service Account of the Debt Service Fund, will result in the
Tax-Exempt Bonds Debt Service Account of the Debt Service Fund having the balance
then required to be on deposit therein in order to pay Debt Service to become due and
payable on the next Debt Service Payment Date.
(b) Transfers into Debt Service Fund from Other Funds on Business Dav
Immediatel�Precedin� Debt Service Payment Date. Notwithstanding anything in this
Ordinance to the contrary, if on the Business Day immediately preceding a Debt Service
Payment Date there are not sufficient moneys in the Tax-Exempt Bonds Debt Service
Account of the Debt Service Fund on such date, after making the transfers required by
Section 16 and from the other Funds and Accounts described in Section 17(a) hereof, to
pay Debt Service on the Series 2017A Bonds to become due and owing on such Debt
Service Payment Date, the Issuer shail transfer moneys from the Series 2017A Project
Account for deposit to the Tax-Exempt Bonds Debt Service Reserve Account in an
amount sufficient to cure such insufiiciency in the Tax-Exempt Bonds Debt Service
Account of the Debt Service Fund.
17
Section 18. INVESTMENTS. That the City may invest moneys on deposit in the
various Funds and Accounts in time deposits, or investments as authorized by law, including,
without limitation, in investments permitted by Chapter 2256, and the City's investment policy.
Money in the Tax-Exempt Bonds Debt Service Reserve Account created under this Ordinance
shall not be invested in securities with an average aggregate weighted maturity greater than is
permitted under the City's investment policy (currently, no greater than seven years, six months).
Investments shall be sold promptly when necessary to prevent any default in connection with the
Series 2017A Bonds. Earnings derived from the investment of moneys on deposit in the various
Funds and Accounts shall be credited to the Fund or Account from which moneys used to
acquire such investment shall have come.
Section 19. PAYMENT OF BONDS. That on or before the first scheduled Interest
Payment Date, and on or before each Interest Payment Date and Principal Payment Date
thereafter while any Series 2017A Bond is Outstanding and unpaid, the City shall make available
to the Paying Agent/Registrar, in the manner provided in this Ordinance, out of the Debt Service
Fund (including the Tax-Exempt Bonds Debt Service Reserve Account, if necessary) monies
sufficient to pay such interest on and such principal amount of the Bonds, as shall become due on
such dates, respectively, at maturity or by redemption prior to maturity. The Paying
AgentlRegistrar shall dispose of the Series 2017A Bonds as provided in Section 5(a) hereof.
Section 20. COVENANTS REGARDING TAX-EXEMPTION. That the Issuer
covenants to refrain from any action which would adversely affect, or to take such action as to
ensure, the treatment of the Series 2017A Bonds as obligations described in section 103 of the
Code, the interest on which is not includable in the "gross income" of the holder for purposes of
federal income taxation. In furtherance thereof, the Issuer covenants as follows:
(a) to take any action to assure that no more than ten percent (10%) of the
proceeds of the Series 2017A Bonds or the projects financed or refinanced therewith (less
amounts deposited to a reserve fund, if any) are used for any "private business use", as
defined in section 141(b)(6) of the Code or, if more than ten percent (10%) 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 ten
percent (10%) of the debt service on the Series 2017A 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 five percent (5%) of the proceeds of the Series
2017A Bonds or the projects iinanced therewith (less amounts deposited into a reserve
fund, if any) then the amount in excess of five percent (5%) 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 five percent (5%) of the proceeds of the Series 2017A Bonds (less
ts
amounts deposited into a reserve fund, if any) is directly or indirectly used to iinance
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
2017A Bonds being treated as "specified private activity bonds" within the meaning of
section 141(b) of the Code;
(e) to refrain from taking any action that wouid result in the Series 2017A Bonds
being "federally guaranteed" within the meaning of section 149(b) of the Code;
(� to refrain from using any portion of the proceeds of the Series 2017A 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 2017A Bonds, other
than investment property acquired with --
(1) proceeds of the Series 2017A Bonds invested for a reasonable
temporary period until such proceeds are needed for the purpose for which the
Series 2017A 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 repiacement
fund to the extent such amounts do not exceed ten percent of the proceeds of the
Series 2017A Bonds;
(g) to otherwise restrict the use of the proceeds of the Series 2017A Bonds or
amounts treated as proceeds of the Series 2017A Bonds, as may be necessary, so that the
Series 2017A 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 2017A Bonds) an amount that is at
least equal to ninety percent (90%) of the "Excess Earnings", within the meaning of
section 148(� of the Code and to pay to the United States of America, not later than sixty
(60) days after the Series 2017A Bonds have been paid in full, one hundred percent
(100%) of the amount then required to be paid as a result of Excess Earnings under
section 148(� 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 Series 2017A Bonds. It is the understanding of
f�]
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 hez�eafter promulgated which modify or
expand provisions of the Code, as applicable to the Series 2017A Bonds, the Issuer wiil not be
requir•ed to comply with any covenant contained herein to the extent that such failure to comply,
in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption
from federal income taxation of interest on the Series 2017A 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 2017A 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 2017A
Bonds under section 103 of the Code. In furtherance of the foregoing, the Mayor, the City
Manager, any Assistant City Manager and the Chief Financial Officer of the City are authorized
to 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 Series 2017A Bonds. In order to facilitate compiiance with the above clause (h),
a"Rebate Fund" is hereby estabiished by the City for the sole benefit of the United States of
America, and the Rebate Fund shall not be subject to the claim of any other person, including
without limitation the Registered Owners of the Series 2017A Bonds. The Rebate Fund is
estabiished for the additional purpose of compliance with section 148 of the Code.
Section 21. ADDITIONAL FEDERAL INCOME TAX COVENANTS; WRITTEN
PROCEDURES. (a) Allocation of and Limitation on Expenditures for the Venue Proiect.
That the City covenants to account for on its books and records the expenditure of proceeds from
the sale of the Series 2017A Bonds and any investment earnings thereon to be used for the
improvement and extension of the Venue Project by allocating proceeds to expenditures within
eighteen (18) months of the later of the date that (a) the expenditure on a Project is made or (b)
each such Venue Project is completed. The foregoing notwithstanding, the City shall not expend
such proceeds or investment earnings more than sixty (60) days after the later of (a) the fifth
anniversary of the date of delivery of the Series 2017A Bonds or (b) the date the Series 2017A
Bonds are retired, unless the City obtains an opinion of nationally-recognized bond counsel
substantially to the effect that such expenditure wiil not adversely affect the tax-exempt status of
the Series 2017A Bonds. For purposes of this Section, the City shall not be obligated to comply
with this covenant if it obtains an opinion of nationally-recognized bond counsel to the effect
that such failure to comply will not adversely affect the excludability for federal income tax
purposes from gross income of the interest.
(b) Disposition of Venue Project. The City covenants that the property financed or
refinanced with the proceeds of the Series 2017A Bonds will not be sold or otherwise disposed in
a transaction resulting in the receipt by the City of cash or other compensation, unless the City
obtains an opinion of nationally-recognized bond counsel substantially to the effect that such sale
or other disposition will not adversely affect the tax-exempt status of the Series 2017A Bonds.
For purposes of this Section, the portion of the property comprising personal property and
disposed of in the ordinary course of business shall not be treated as a transaction resulting in the
receipt of cash or other compensation. For purposes of this Section, the City shall not be
obligated to comply with this covenant if it obtains an opinion of nationally-recognized bond
20
counsel to the effect that such failure to comply will not adversely affect the excludability for
federal income tax purposes from gross income of the interest.
(c) Written Procedures. Until superseded by another action of the City, the written
procedures to ensure compliance with the covenants contained herein regarding private business
use, remedial actions, arbitrage and rebate approved by the City on December 13, 2016, apply to
the issuance of the Series 2017A Bonds, and are incorporated by reference into this Ordinance.
Section 22. AMENDMENT OF ORDINANCE. (a) Approval of Bondholders Required.
That the owners of a majority in principai amount of the Series 2017A Bonds shall have the right
from time to time to approve any amendment to this Ordinance which may be deemed necessary
or desirable by the City, provided, however, that nothing herein contained shall permit or be
construed to permit the amendment of the terms and conditions in this Ordinance or in the Series
2017A Bonds so as to:
(1) Malce any change in the maturity of any of the Outstanding Series 2017A Bonds;
(2) Reduce the rate of interest borne by any of the Outstanding Series 2017A Bonds;
(3) Reduce the amount of the principal payable on the Outstanding Series 2017A
Bonds;
(4) Modify the terms of payment of principai of, premium, if any, or interest on the
Outstanding Series 2017A Bonds or impose any conditions with respect to such
payment;
(5) Affect the rights of the owners of less than all of the Series 2017A Bonds then
Outstanding;
(6) Amend this clause (a) of this Section; or
(7) Change the minimum percentage of the principal amount of Series 2017A Bonds
necessar•y for consent to any amendment;
unless such amendment or amendments shaii be approved by the owners of all of the Series
2017A Bonds then Outstanding.
(b) Notice of Amendment. That if at any time the City shall desire to amend the
Ordinance under this Section, the City shall cause notice of the proposed amendment to be
published in a financial newspaper or journai published in the City of New York, New York, and
a newspaper of general circulation in the City, once during each calendar week for at least two
(2) successive calendar weelcs. Such notice shall briefly set forth the nature of the proposed
amendment and shall state that a copy thereof is on file at the principal office of the Paying
Agent/Registrar for inspection by all owners of the Series 2017A Bonds. Such publication is not
required, however, if notice in writing is given to each owner of the Series 2017A Bonds.
(c) Effectiveness of Consent and Approval. That whenever at any time not less than
thirty (30) days, and within one (1) year, from the date of the first publication of said notice or
other service of written notice the City shall receive an instrument or instruments executed by the
owners of at least a majority in principal amount of the Series 2017A Bonds then Outstanding,
which instrument or instruments shall refer to the proposed amendment described in said notice
and which speciiically consent to and approve such amendment in substantially the form of the
21
copy thereof on file with the Paying Agent/Registrar, the City Council may pass such
amendment in substantially the same form.
(d) Amendment Effective. That upon the passage of any such amendment pursuant to
the provisions of this Section, this Ordinance shall be deemed to be amended in accordance with
such amendment, and the respective rights, duties and obligations under this Ordinance of the
City and ali the owners of then Outstanding Series 2017A Bonds shali thereafter be determined,
exercised and enforced hereunder, subject in ail respects to such amendment.
(e) Revocation of Consent. That any consent given by the owners of a Series 2017A
Bond pursuant to the provisions of this Section shall be in•evocable for a period of six (6) months
from the date of the iirst publication of the notice or other service of written notice provided for
in this Section, and shall be conclusive and binding upon all future owners of the same Series
2017A Bond during such period. Such consent may be revoked at any time after six (6) months
from the date of the first publication of such notice or other service of written notice by the
owner who gave such consent, or by a successor in title, by filing written notice thereof with the
Paying Agent/Registrar and the City, but such revocation shall not be effective if the owners of
at least a majority in principai amount of the Outstanding Series 2017A Bonds have, prior to the
attempted revocation, consented to and approved the amendment.
(� Amendments Not Requirin� Bondholder Consent. The foregoing provisions of this
Section notwithstanding, the City by action of the City Council may amend this Ordinance
without the consent of any owner of the Series 2017A Bonds, solely for any one or more of the
following purposes:
(1) To add to the covenants and agreements of the City in this Ordinance
contained, other covenants and agreements thereafter to be observed, grant additional
rights or remedies to the owners of the Series 2017A Bonds or to surrender, restrict or
limit any right or power herein reserved to or conferred upon the City;
(2) To malce such provisions for the puipose of curing any ambiguity, or curing,
coi�recting or supplementing any defective provision contained in this Ordinance, or in
regard to clarifying matters or questions arising under this Ordinance, as are necessary or
desirable and not contrary to or inconsistent with this Ordinance and which shall not
adversely affect the interests of the owners of the Series 2017A Bonds then Outstanding;
(3) To modify any of the provisions of this Ordinance in any other respect
whatsoever, provided that such modification shall be, and be expressed to be, effective
only after the Series 2017A Bonds Outstanding at the date of the adoption of such
modification shall cease to be Outstanding;
(4) To malce such amendments to this Ordinance as may be required, in the
opinion of Bond Counsel, to ensure compliance with sections 103 and 141 through 150 of
the Code and the regulations promulgated thereunder and applicable thereto with respect
to any Series 2017A Bonds;
22
(5) To malce such changes, modiiications or amendments as may be necessary or
desirable in order to allow the owners of the Series 2017A Bonds to thereafter avail
themselves of a book-entry system for payments, transfers and other matters relating to
the Series 2017A Bonds, which changes, modifications or amendments are not contrary
to or inconsistent with other provisions of this Ordinance and which shail not adversely
affect the interests of the owners of the Series 2017A Bonds;
(6) To malce such changes, modifications or amendments as are permitted by
Section 24(c)(vi) of this Ordinance; and
(7) To malce such changes, modifications or amendments as may be necessary or
desirable in order to obtain or maintain the granting of a rating on the Series 2017A
Bonds by a Rating Agency.
Notice of any such amendment may be published by the City in the manner described in clause
(b) of this Section; provided, however, that the publication of such notice shall not constitute a
condition precedent to the adoption of such amendatory ordinance and the failure to publish such
notice shall not adversely affect the implementation of such amendment as adopted pursuant to
such amendatory ordinance.
(g) Eli ig bility to Ap�rove Amendment. Ownership of the Series 2017A Bonds shall
be established by the Registration Books maintained by the Paying Agent/Registrar, in its
capacity as registrar and transfer agent for the Series 2017A Bonds.
Section 23. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Delivery of Substitute Bonds. That in the event any Outstanding Series 2017A Bond is
damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be
printed, executed, and delivered, a new Series 2017A Bond of the same principal amount,
maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Series 2017A
Bond, in replacement for such Series 2017A Bond in the manner hereinafter provided.
(b) Application. Application for replacement of damaged, mutilated, lost, stolen, or
destroyed Series 2017A Bonds shall be made to the Paying Agent/Registrar. In every case of
loss, theft, or destruction of a Series 2017A 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 loss or damage with respect thereto.
Also, in every case of loss, theft, or destruction of a Series 2017A Bond, the applicant shall
furnish to the City and to the Paying AgentlRegistrar evidence to their satisfaction of the loss,
theft, or destruction of such Series 2017A Bond, as the case may be. In every case of damage or
mutilation of a Series 2017A Bond, the applicant shall sun•ender to the Paying Agent/Registrar
for cancellation the Series 2017A Bond so damaged or mutilated.
(c) Payment without Re�lacement Bond. Notwithstanding the foregoing provisions of
this Section, in the event any such Series 2017A Bond shall have matured, and no default has
occurred which is then continuing in the payment of the principal of, premium, if any, or interest
on the Series 2017A Bond, the City may authorize the payment of the same (without surrender
23
thereof except in the case of a damaged or mutilated Series 2017A Bond) instead of issuing a
replacement Series 2017A Bond, provided security or indemnity is furnished as above provided
in this Section.
(d) Costs of Replacement Bond. Prior to the issuance of any replacement bond, the
Paying Agent/Registrar shall charge the owner of such Series 2017A 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 2017A Bond is lost, stolen, or
destroyed shall constitute a contractual obligation of the City whether the lost, stolen, or
destroyed Series 2017A Bond shall be found at any time, or be enforceable by anyone, and shall
be entitled to ali the benefits of this Ordinance equally and proportionately with any and all other
Series 2017A Bonds duly issued under this Ordinance.
(e) Statutor�Authoritv. In accordance with Chapter 1206, this Section of this Ordinance
shall constitute authority for the issuance of any such replacement bond without necessity of
further action by the City Council 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, 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(a) of this Ordinance for Series 2017A Bonds issued in
exchange for other Series 2017A Bonds.
Section 24. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. (i)
That the City shail provide annually to the MSRB (1) within six months after the end of each
Fiscal Year ending in or after 2017, financial information and operating data with respect to the
City of the general type described in Exhibit C hereto, and (2) if not provided as part of the
financial information and operating data, annual financial statements of the City, when and if
available. Any financial statements so to be provided shall be (1) prepared in accordance with
the accounting principles described in Exhibit C 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 twelve (12) months after the end of each Fiscal Year ending in or after 2017. If audited
financial statements are not available by the end of the twelve (12) month period, then the City
shall provide notice that the audited financial statements are not available, shall provide
unaudited iinancial statements within the such twelve (12) month period, and shall provide
audited iinancial statements far the applicable Fiscal Year to the MSRB, when and if the audited
financial statements become available.
(ii) If the City changes its Fiscal Year, it will notify the MSRB 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 fuil in one or more documents or may be included by speciiic 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 the MSRB or filed with the SEC. Filings shall be made
electronically, in such format as is prescribed by the MSRB.
24
(b) Disclosure Event Notices. The City shall notify the MSRB of any of the following
events with respect to the Series 2017A Bonds, in a timely manner not in excess of ten Business
Days after the occurrence of the event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
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, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Series 2017A Bonds, or other material
events affecting the tax status of the Series 2017A Bonds;
7. Modiiications to rights of holders of the Series 2017A Bonds, if material;
8. Series 2017A Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Series
2017A Bonds, if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the City;
13. The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City, other
than in the ordinary course of business, the entry into a definitive
agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if
material; and
14. Appointment of a successor Paying Agent/Registrar or change in the name
of the Paying Agent/Registrar, if material.
The City shail notify 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 subsection (a). As used in clause 12 above, the phrase "bankruptcy, insolvency,
receivership or similar event means the appointment of a receiver, fiscal agent or similar officer
for the City in a proceeding under the Bankruptcy Code or in any other proceeding under state or
federal law in which a court or governmental authority has assumed jurisdiction over
substantially all of the assets or business of the City, or if jurisdiction has been assumed by
leaving the City Council and official or officers of the City in possession but subject to the
supe2vision and orders of a court or governmental authority, or the entry of an order confirming a
plan of reorganization, arrangement or liquidation by a court or governmental authority having
supervision or jurisdiction over substantially all of the assets or business of the City.
(c) Limitations Disclaimers, and Amendment_s. (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
25
as, the City remains an "obiigated person" with respect to the Series 2017A 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 applicabie law that causes Series 2017A 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 Series 2017A 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 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 Series 2017A Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY SERIES 2017A BOND OR ANY OTHER
PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR 1N
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) Should the Rule be amended to obligate the City to make filings with or provide
notices to entities other than the MSRB, the City agrees to undertake such obligation in
accordance with the Rule as amended.
(vi) 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 a change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Series 2017A Bonds in the primary offering of the Series 2017A Bonds in compliance with
the Rule, taking into account any amendments or interpretations of the Rule since such offering
as weli as such changed circumstances and (2) either (a) the Holders of a majority in aggregate
principal amount (or any greater amount required by any other provision of this Ordinance that
authorizes such an amendment) of the outstanding Series 2017A Bonds consent to such
amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond
counsel) determines that such amendment will not materially impair the interest of the Holders
and Beneficial Owners of the Series 2017A Bonds. If the City so amends the provisions of this
26
Section, it shali include with any amended financial information or operating data next provided
in accordance with subsection (a) 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.
Section 25. ADDITIONAL BONDS. (a) The City Council may by separate
ordinance authorize one or more Series of Additional Bonds secured by a first lien on and pledge
of the Piedged Revenues on a parity with the lien on and pledge of the Pledged Revenues
securing the Series 2017 Bonds, to be issued, authenticated and delivered upon original issuance
for the purpose of financing or refinancing the construction, installation, and equipping of
additions, renovations, betterments, extensions or improvements to the Venue Project.
Additional Bonds of a Series may be secured by additional sources, including the 334 Revenues,
in the manner provided in the ordinance authorizing such Series of Additionai Bonds.
Additional Bonds of a Series issued for such purposes shall be issued in a principai amount not
to exceed, together with other moneys available therefor, the Issuer's estimate of the reasonable
costs of the project to be financed or refinanced with the proceeds of the sale of such Series of
Additional Bonds, including providing amounts for the costs incidental to or connected with any
such Additional Bonds and the making of any deposits into the applicable Account within the
Debt Service Fund and any of the Funds and Accounts required by the provisions of the
ordinance authorizing such Series of Additional Bonds. Additional Bonds of each Series, which
do not otherwise constitute Refunding Bonds under subsection (b) of this Section 25, may be
delivered if:
(i) a certificate executed by an Authorized Issuer Representative and
dated as of the date of issuance of such Series of Additional Bonds is delivered
stating that there exists no Event of Default hereunder; and
(ii) the delivery of a certificate executed by an Authorized Issuer
Representative to the effect that, during either the next preceding Year, or any
twelve consecutive calendar month period ending not more than one hundred and
eighty days prior to the date of the then proposed Additional Bonds, the sum of
the Pledged Revenues and the 334 Revenues were, in his or her opinion, at least
equal to 1.50 times the average annual principal and interest requirements
(computed on a Fiscal Year basis) including Amortization Installments, of the
Bonds and Additional Bonds to be outstanding after the issuance of the then
proposed Additional Bonds.
(b) The City Council may authorize one or more Series of Refunding Bonds to be
issued, authenticated and delivered to refund all Outstanding Bonds of one or more Series or all
or any portion of the Outstanding Bond or Bonds of a maturity within one or more Series. Each
Series of Refunding Bonds shall be issued in a principal amount sufficient, together with other
moneys available therefor, to accomplish such refunding, including providing amounts for the
costs incidental to or connected with any such Refunding Bonds including, without limitation,
the making of any deposits into any debt service reserve account within the Debt Service Fund
and any of the Funds and Accounts required by the provisions of the ordinance authorizing the
issuance of such Series of Refunding Bonds. Except to the extent otherwise provided in
27
subsection (a)(ii) of this Section 25, the City may deliver a Series of Refunding Bonds upon
delivery of the certificates described in clauses (i) and (ii) of subsection (a) of this Section 25.
Section 26. FURTHER ENCUMBRANCES. That in addition to the right to further
encumber Airport Pledged Revenues in the manner specified in the definition of such term in
Exhibit A to this Ordinance, the City reserves the right to encumber the Pledged Revenues and
the 334 Revenues in any manner, provided that said encumbrance is made junior and subordinate
in all respects to the liens, pledges, covenants and agreements of this Ordinance and any
ordinance authorizing the issuance of Additional Bonds.
Section 27. ORDINANCE TO CONSTITUTE A CONTRACT; EQUAL SECURITY.
(a) That in consideration of the acceptance of the Series 2017A Bonds, the issuance of which is
authorized hereunder, by those who shall hold the same from time to time, this Ordinance shall
be deemed to be and shall constitute a contract between the City and the Holders from time to
time of the Series 2017A Bonds. Except as expressly provided in or permitted by this
Ordinance including, without limitation, as provided in Section 8(b) hereof, the pledge made in
this Ordinance by the City and the covenants and agreements set forth in this Ordinance to be
performed by the City are authorized under and entered into in accordance with applicable law
and shall be for the equal and proportionate benefit, security, and protection of all Holders,
without preference, priority, or distinction as to security or otherwise of any of the Series 2017A
Bonds authorized hereunder over any of the others by reason of time of issuance, sale, or
maturity thereof or otherwise for any cause whatsoever. The City agrees to take such reasonable
steps as may be necessary to assess, charge and collect the 334 Revenues and the Available City
Hotel Tax Revenues, and to collect the Airport Shared Revenues and the State PFZ Funds, and
covenants not to take action that would impair or prohibit imposition, collection, and use of any
such source.
(b) Other than the liens created in the Concurrent Ordinance and the liens identified
and reserved to the City in the definition of Airport Pledged Revenues included in Exhibit A to
this Ordinance, no liens on the Pledged Revenues and the 334 Revenues exist other than those
created under this Ordinance.
(c) The Series 2017A Bonds shall not constitute a debt or obligation of the Issuer, or
of the State or any other political subdivision of the State, and neither the Issuer, the State, nor
any other political subdivision of the State shall be liable thereon. In no event shall the Series
2017A Bonds be payable out of any funds or properties other than the Pledged Revenues, and
334 Revenues to the extent provided in this Ordinance, and the Series 2017A Bonds shall not
constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or
restriction. The owners of the Series 2017A Bonds shall never have the right to demand
payment out of funds raised or to be raised by ad valorem taxation, or from any other source
other than specified in this Ordinance. No security interest in the Venue Project has been
granted as security for the Series 2017A Bonds.
(d) No recourse shall be had by any Bondholder for the payment of the principal of,
Redemption Price, and interest on any of the Series 2017A Bonds or for any claim based thereon
or upon any obligation, covenant or agreement contained in any Project Document to which the
28
Issuer or the Arena Group is a party against any past, present or future member, officer, agent,
director, commissioner or employee of the Issuer or the Arena Group, or any incorporator,
membei•, officer, employee, director, commissioner or trustee of any successor entity, as such,
either directly or through the Issuer or the Arena Group or any successor entity, under any rule of
law or equity, statute or constitution or by the enforcement of any assessment or penalty or
otherwise, and all such liability of any such incorporator, member, officer, employee, director,
agent, commissioner or trustee as such is hereby expressly waived and released as a condition of
and in consideration for adoption of this Ordinance or the execution of any Project Document,
and the issuance of the Series 2017A Bonds.
Section 28. SEVERABILITY OF INVALID PROVISIONS. That if any one or more of
the covenants, agreements, or provisions herein contained shall be held contrary to any express
provisions of law or contrary to the policy of express law, though not expressly prohibited, or
against public policy, or shall for any reason whatsoever be held invalid, then such covenants,
agr•eements, or provisions shall be nuil and void and shall be deemed separable from the
remaining covenants, agreements, or provisions and shall in no way affect the validity of any of
the other provisions hereof or of the Series 2017A Bonds issued hereunder.
Section 29. PAYMENT AND PERFORMANCE ON BUSINESS DAYS. That, except
as provided to the contrary in the FORM OF BOND, whenever under the terms of this Ordinance
or the Series 2017A Bonds, the performance date of any provision hereof or thereof, including
the payment of principal of or interest on the Series 2017A Bonds, shall occur on a day other
than a Business Day, then the performance thereof, including the payment of principal of and
interest on the Series 2017A Bonds, need not be made on such day but may be performed or
paid, as the case may be, on the next succeeding Business Day with the same force and effect as
if made on the date of performance or payment.
Section 30. LIMITATION OF BENEFITS WITH RESPECT TO THE ORDINANCE.
That with the exception of the rights or benefits herein expressly conferred, nothing expressed or
contained herein or implied from the provisions of this Ordinance or the Series 2017A Bonds is
intended or should be construed to confer upon or give to any person other than the City, the
Hoiders, and the Paying Agent/Registrar, any legal or equitable right, remedy, or claim under or
by reason of or in respect to this Ordinance or any covenant, condition, stipulation, promise,
agreement, or provision herein contained. This Ordinance and all of the covenants, conditions,
stipulations, promises, agreements, and provisions hereof are intended to be and shall be for and
inure to the sole and exclusive benefit of the City, the Holders, and the Paying Agent/Registrar as
herein and therein provided.
Section 31. FURTHER PROCEDURES. That the Mayor, the City Manager, any
Assistant City Manager, the Chief Financial Officer of the City, the City Secretary or any
Assistant City Secretary, and all other officers, employees, and agents of the City, and each of
them, shall be and they are hereby expz�essly authorized, empowered and directed from time to
time and at any time to do and perform all such acts and things and to execute, acknowledge and
deliver in the name and under the corporate seal and on behalf of the City all such instruments,
whether herein mentioned, as may be necessary or desirable in order to carry out the terms and
provisions of this Ordinance and the Series 2017A Bonds, including, but not limited to,
29
conforming documents to receive the approval of the Texas Attorney General and to receive
ratings from any Rating Agency. The City Council authorizes the payment of the fee of the
Office of the Attorney General of the State of Texas for the examination of the proceedings
relating to the issuance of the Series 2017A Bonds, in the amount determined in accordance with
the provisions of Section 1202.004, Texas Government Code.
Section 32. APPROVAL AND REGISTRATION OF SERIES 2017A BONDS. That
the City Manager of the City is hereby authorized to have control of the Series 2017A Bonds and
all necessary records and proceedings pertaining to the Series 2017A 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. Upon registration of the
Series 2017A Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to
act for the Comptroller) shall manuaily sign the Comptroller's Registration Certiiicate
accompanying the Series 2017A Bonds, and the seal of the Comptroller shall be impressed, or
placed in facsimile, on each such certificate.
Section 33. DTC REGISTRATION. That the Series 2017A Bonds initially shall be
issued and delivered in such manner that no physical distribution of the Series 2017A Bonds will
be made to the public, and DTC, initially will act as Depository for the Series 2017A 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 2017A Bonds initially authorized by this
Ordinance shall be delivered to and registered in the name of CEDE & CO., the nominee of
DTC. So long as each Series 2017A 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 actuai and
Beneficial Owner thereof. It is expected that DTC will maintain a book-entry system which will
identify ownership of the Series 2017A 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 2017A Bonds initially deposited with DTC
shall be immobilized and not be fiu-ther exchanged for substitute Series 2017A 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 2017A Bonds. It shall be
the duty of the DTC Participants, as defined in the Official Statement herein approved, to malce
all arrangements with DTC to establish this book-entry system, the Beneficial Ownership
Interest of the Series 2017A Bonds, and the method of paying the fees and charges of DTC. The
City does not represent nor covenant that the initial boolc-entry system estabiished 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 2017A Bonds is
duly filed with the Paying Agent/Registrar with proper request for transfer and substitution, as
provided for in this Ordinance, substitute Series 2017A 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 2017A Bonds. To effect the establishment of the foregoing
30
book-entry system, the City has executed and iiled with DTC the 'Blanket DTC Letter of
Representations" in the form provided by DTC to evidence the City's intent to establish said
book-entry system.
Section 34. DEFAULT AND REMEDIES. (a) Events of Default. That each of the
following occurrences or events for the purpose of this Ordinance is hereby declared to be an
Event of Default:
(i) the failure to make payment of the principal of any Series 2017A Bond when
the same becomes due and payable; or
(ii) except as provided in Section 24(c)(iv) of this Ordinance, default in the
performance or observance of any other covenant, agreement or obiigation of the City,
the failure to perform which materially, adversely affects the rights of the Registered
Owners of the Series 2017A Bonds, including, but not limited to, their prospect or ability
to be repaid in accordance with this Ordinance, and the continuation thereof for a period
of sixty (60) days after notice of such default is given by any Registered Owner to the
City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
Registered Owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their ofiicial capacity, for the purpose of protecting and enforcing
the rights of the Registered Owners under this Ordinance, by mandamus or other suit,
action or special proceeding in equity or at law, in any court of competent jurisdiction,
for any relief permitted by law, including the specific performance of any covenant or
agreement contained herein, or thereby to enj oin any act or thing that may be unlawful or
in violation of any right of the Registered Owners hereunder or any combination of such
remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for
the equal benefit of all Registered Owners of Series 2017A Bonds then Outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any
other available remedy or remedies, but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or under the Series 2017A
Bonds or now or hereafter existing at law or in equity; provided, however, that
notwithstanding any other provision of this Ordinance, the right to accelerate the debt
evidenced by the Series 2017A Bonds shall not be available as a remedy under this
Ordinance.
31
(ii) The exercise of any remedy herein confei�red or reserved shall not be deemed
a waiver of any other available remedy.
(iii) By accepting the delivery of a Series 2017A Bond authorized under this
Ordinance, such Registered Owner agrees that the certifications required to effectuate any
covenants or representations contained in this Ordinance do not and shall never constitute
or give rise to a personal or pecuniary liability or charge against the officers, employees
or members of the City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the Registered Owners
with any liability, or be held personaliy liable to the Registered Owners under any term or
provision of this Ordinance, or because of any Event of Default or alleged Event of
Defauit under this Ordinance.
Section 35. DEFEASANCE. (a) Defeased Bonds. That any Series 2017A Bond and the
interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased
Bond") within the meaning of this Ordinance, when payment of the principai of such Series
2017A Bond, plus interest thereon to the due date (whether such due date be by reason of
maturity or otherwise) either (i) shall have been made or caused to be made in accordance with
the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably
depositing with or making availabie to the Paying Agent/Registrar in accordance with an escrow
agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful
money of the United States of America sufficient to make such payment or (2) Defeasance
Securities that mature as to principal and interest in such amounts and at such times as will
insure the availability, without reinvestment, of sufficient money to provide for such payment,
and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for
the payment of its services until all Defeased Bonds shall have become due and payable. At such
time as a Series 2017A Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid,
such Series 2017A Bond and the interest thereon shail no longer be secured by, payable from, or
entitled to the benefits of, the Pledged Revenues or the 334 Revenues herein pledged as provided
in this Ordinance, and such principal and interest shall be payable solely from such money or
Defeasance Securities. Notwithstanding any other provision of this Ordinance to the contrary, it
is hereby provided that any determination not to redeem Defeased Bonds that is made in
conjunction with the payment arrangements specified in subsection 35(a)(i) or (ii) shall not be
irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the
Issuer expressly reserves the right to call the Defeased Bonds for redemption; (2) gives notice of
the reservation of that right to the owners of the Defeased Bonds immediately following the
malcing of the payment arrangements; and (3) directs that notice of the reservation be included in
any redemption notices that it authorizes.
(b) Investment in Defeasance Securities. Any moneys so deposited with the Paying
Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities,
maturing in the amounts and times as hereinbefore set forth, and all income from such
Defeasance Securities received by the Paying Agent/Registrar that is not required for the
payment of the Bonds and interest thereon, with respect to which such money has been so
32
deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer.
Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are
held for the payment of Defeased Bonds may contain provisions permitting the investment or
reinvestment of such moneys in Defeasance Securities or the substitution of other Defeasance
Securities upon the satisfaction of the requirements speciiied in subsection 35(a)(i) or (ii). All
income from such Defeasance Securities received by the Paying Agent/Registrar which is not
required for the payment of the Defeased Bonds, with respect to which such money has been so
deposited, shail be remitted to the Issuer or deposited as directed in writing by the Issuer.
(c) Selection of Defeased Bonds. In the event that the Issuer elects to defease less
than all of the principal amount of Series 2017A Bonds of a maturity, the Paying Agent/Registrar
shall select, or cause to be selected, such amount of Series 2017A Bonds by such random method
as it deems fair and appropriate and when the Series 2017A Bonds are held in book-entry form,
in accordance with the applicable procedures of the Depository.
(d) Continuin�utv of Paying A eng_t/Re isg trar. Until all Defeased Bonds shall have
become due and payable, the Paying Agent/Registrar shall perform the services of Paying
Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the
Issuer shall make proper arrangements to provide and pay for such services as required by this
Ordinance.
Section 36. USE OF SERIES 2017A BOND PROCEEDS. That the proceeds from the
sale of the Series 2017A Bonds shall be used in the manner described in a letter of instructions
executed by or on behalf of the City, provided, that proceeds representing premium on the Series
2017A Bonds shail be used in a manner consistent with the provisions of Section 1201.042(d),
Texas Government Code.
Section 37. IMMEDIATE EFFECT. That this Ordinance shall be effective
immediately from and after its passage in accordance with the provisions of Section 1201.028,
Texas Government Code, and it is accordingly so ordained.
[Execution Page Follows]
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ADOPTED AND EFFECTNE June 6, 2017.
APPROVED AS TO FORM AND LEGALITY:
�-Gt, .l�cv►�ic
City Attor
Signattn•e Page — Ordinunce At�thorizing Issuance of Series 2017A
Special Tax Reven:re Bonds
34
EXHIBIT A
DEFINITIONS
Defined terms in this Ordinance shall include in the singular number the plural and in the
plural number the singular.
Unless otherwise stated, any reference in this Ordinance to any Person shail include its
permitted successors and assigns and, in the case of any Governmental Authority, any Person
succeeding to its functions and capacities.
Unless otherwise expressly speciiied, any agreement, contract or document defined or
referred to herein shall mean such agreement, contract or document in the form (including ali
amendments, schedules, exhibits, appendices, attachments, clarification letters and the lilce
relating thereto) delivered on the Closing Date, and as the same may thereafter be amended,
supplemented, replaced or otherwise modified from time to time in accordance with the terms of
the Ordinance.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms.
The words "include", "includes" and "including" shall not be limiting, and shall be
deemed in all instances to be followed by the pluase "without limitation".
The phrase "and/or" shall mean either or both of the items referenced thereby.
References to "days" shall mean calendar days, unless otherwise indicated.
Unless the context clearly requires otherwise, the word "or" is not exclusive.
Any defined term herein that is incorporated by reference to any other document, shall be
deemed to also incorporate herein any defined term or rule of construction in such document
applicable to or contained within such incorporated term. Any amendment or deletion of any
such incorporated defined term in its original document shall not amend or delete such defined
term as used herein.
"334 Revenues" means, collectively: (i) an admissions tax on each ticket sold as
admission to an event held at the Venue Project, at a rate of ten percent (10%) of the price of the
ticket; (ii) a livestock facility use tax on each stall or pen used or occupied during a livestock
event held on one or more consecutive days in which the Venue Project is used, at a rate of $1.00
per stall/pen per day but not to exceed twenty dollars ($20.00) in the aggregate per stall or pen
rental for any event; and (iii) a parking tax at a rate of 50% of the amount paid for each motor
vehicle parking in a parlcing facility that serves or will serve the Venue Project, but not to exceed
five dollars ($5.00) per day, all of which taxes shall be collected for events held beginning on the
date as of which the multipurpose arena in the Venue Project is issued a certiiicate of occupancy
and continuing so long as obligations, including revenue or refunding obligations, for the
planning, acquisition, establishment, development, construction, or renovation of the Venue
Project are outstanding and unpaid.
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"334 Revenues Account" means the Account of such name in the Venue Project Fund
described in Section 10 of this Ordinance.
"Account" or "Accounts" means any one or more of the accounts from time to time
created in any of the Funds established by this Ordinance.
"Additional Bonds" means any bonds or other obligations issued by the Issuer as
permitted by, and in accordance with the provisions of, this Ordinance for the purposes set forth
in Section 25 of this Ordinance.
"Airport Shared Revenues" means the revenues derived from agreements and other
revenue-sharing arrangements governed by Subchapter p of Chapter 22, Texas Transportation
Code, with respect to certain revenues generated at D/FW International Airport, and made
available by the City to finance Project Costs of the Venue Project after payment of (i) the City
of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation, Series 2010 and
Taxable Series 2013B, and (ii) any other obligations issued or incurred by the City after the date
of the Ordinance secured by a lien on and pledge of the Airport Shared Revenues.
"Arena Group" means Event Facilities Fort Worth, Inc., a Texas non-profit corporation,
and permitted successors and assigns.
"Arena Group Contribution" means all payments of Project Costs by the Arena Group
in excess of the Public Contribution.
"Arena Group Lease" means certain components of the Venue Project located on land
owned by the Issuer and the leasehold interest of Multipurpose Arena Fort Worth, a Texas
nonprofit corporation therein.
"Authorized Denominations" means $5,000 in principal amount and any integral
multiple thereof.
"Authorized Issuer Representative" shall have the meaning given such term in the
preamble to this Ordinance.
"Available City Hotel Tax Revenues" means an amount equal to 100% of the City
Hotel Tax Revenues collected by the City at the end of each calendar month, commencing with
the calendar month in which the Closing Date occurs.
"Bankruptcy Code" means Title 11 of the United States Code.
"Beneficial Owner" means, with respect to the Series 2017A Bonds, a person owning a
Beneficial Ownership Interest therein, as evidenced to the satisfaction of the City and the Paying
Agent/Registrar.
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"Beneficial Ownership Interest" means the beneficial right to receive payments and
notices with respect to the Series 2017A Bonds which are held by the Depository under a book-
entry system.
"Bond Counsel" or "Co-Bond Counsel" means McCall, Parkhurst & Horton L.L.P.,
Kelly Hart & Hallman LLP, or another firm or firms of attorneys selected by the Issuer whose
experience in matters relating to the issuance of obligations by states and their political
subdivisions is nationally recognized.
"Bondholder" or "Holder" or "Re�istered Owner" means the Person in whose name
any of the Bonds are registered on the books kept and maintained by the Paying Agent/Registrar
as bond registrar.
"Bond Purchase A�reement" means each agreement between the Issuer and the
Underwriters, pursuant to which the Series 2017 Bonds are to be sold and delivered and under
which certain terms and provisions applicable to the Series 2017 Bonds of each Series are
formaily memorialized.
"Bonds" means, collectively, the Series 2017 Bonds and any Additional Bonds.
"Business Day" means a day of the year that is not a Saturday, Sunday, a legal holiday or
a day on which commercial banks are not required or authorized to close in the City of Austin,
Texas, the City of New York, New York, or the city in which the operations office of the Paying
Agent/Registrar is located.
"Chanter 9" means Chapter 9, Texas Business and Commerce Code, as amended.
"Chapter 334" or "Act" means Chapter 334, Texas Local Government Code, as
amended.
"Chapter 1206" means Chapter 1206, Texas Government Code, as amended.
"Chanter 1371" means Chapter 1371, Texas Government Code, as amended.
"Chapter 2256" means Chapter 2256, Texas Government Code, as amended.
"C�" or "Issuer" means the City of Fort Worth, Texas, a political subdivision and
home-rule municipality of the State of Texas.
"Citv Council" means the governing body of the City.
"Citv Hotel Tax Revenues" means the revenues to be made available from the City 2%
Hotel Occupancy Tax Revenues and the City 7% Hotel Occupancy Tax Revenues.
"City 2% Hotel Occupancy Tax Revenues" means those revenues derived throughout
the City from the application of a hotel-associated local tax at a rate of more than two percent of
the cost of a room and made available by the City to finance Project Costs of the Venue Project,
A-3
in accordance with Section 351.1065, Texas Tax Code, after payment of any contractual
obiigations of the City in effect prior to the Closing Date which are payable from the City 2%
Hotel Occupancy Tax Revenues, save and except general funding obligations of the City under
the "Professional Services Agreement between the City of Fort Worth and the Fort Worth
Convention and Visitors Bureau effective on October 1, 2013".
"City 7% Hotel Occupancy Tax Revenues" means those revenues derived throughout
the City from the application of a hotel-associated local tax at a rate of seven percent of the cost
of a room and made available by the City to finance Project Costs of the Venue Project, in
accordance with Sections 351.1015(c) and 351.102, Texas Tax Code, after payment of any
contractuai obligations of the City in effect prior to the Closing Date which are payable from the
City 7% Hotel Occupancy Tax Revenues.
"Closin� Date" means the date on which the Series 2017A Bonds are initially issued and
delivered to the Underwriters.
"Code" means the Internal Revenue Code of 1986, as amended.
"Comptroller" or "Comptroller of Public Accounts" means the Comptroller of Public
Accounts of the State of Texas.
"Concurrent Ordinance" means the ordinance authorizing the issuance of the Series
2017B Bonds.
"Credit Facility" means (i) a policy of insurance or a surety bond, issued by an issuer of
policies of insurance insuring the timely payment of debt service on governmental obligations,
provided that on the date said policy of insurance or surety bond was issued, a Rating Agency
having an outstanding rating on the Bonds of any Series rated such Bonds fully insured by a
standard policy issued by the issuer in its two highest generic rating categories; and (ii) a letter or
line of credit issued by any financial institution, provided that on the date said letter or line of
credit was issued, a Rating Agency having an outstanding rating on the Bonds of any Series rated
such Bonds in its two highest generic rating categories if the letter or line of credit proposed to
be issued by such financial institution secured the timely payment of the entire principal amount
of such Bonds and the interest thereon.
"Debt Service" means, for any Debt Service Payment Date, the amount required to pay
the principal of (whether pursuant to a stated maturity or redemption requirements applicabie
thereto) and/or interest on Outstanding Bonds coming due on such Debt Service Payment Date.
"Debt Service Fund" means the Fund of such name created pursuant to and further
described in Section 15 of this Ordinance and Section 15 of the Concurrent Ordinance.
"Debt Service Reserve Account" means the Account or Accounts held within the Debt
Service Fund in which cash and any Reserve Fund Credit Facilities are held to provide additional
security for the benefit of the Holders of the Bonds.
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"Debt Service Pavment Date" or "Debt Service Pavment Dates" means an Interest
Payment Date or a Principal Payment Date, or an Interest Payment Date and a Principal Payment
Date, as the case may be.
"Defeasance Securities" means (i) direct, noncallable obligations of the United States of
America, including obligations that are unconditionally guaranteed by the United States of
America and (ii) noncallable obligations of an agency or instrumentality of the United States of
America, including obiigations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date of the purchase thereof, are rated as to investment quality by
a nationally recognized investment rating firm not less than AAA or its equivalent.
"Depository" means any securities depository that is a ciearing agency under federal law
operating and maintaining, with its participants or otherwise, a book-entry system to record
ownership of book entry interests in the Bonds, and to effect transfers of book entry interests in
the Bonds, and includes and means initially DTC.
"Desi�nated Trust Office" means the office designated by the Paying Agent/Registrar as
the office where payments on and transfers of Bonds are effected. As of the date this Ordinance
was approved by the City Council, the Austin, Texas office of the Paying Agent/Registrar is the
Designated Trust Office.
'DTC° means The Depository Trust Company, New York, New York.
"Election" means the election conducted by the Issuer on November 4, 2014, which
authorized and approved (i) the Venue Project as a venue project under Chapter 334 and (ii) the
imposition and collection of the taxes which comprise the 334 Revenues.
"Financial Advisor" or "Co-Financial Advisor" means FirstSouthwest, a Division of
Hilltop Securities, Inc., Estrada Hinojosa & Company, Inc., or another financial advisory firm or
firms selected by the Issuer.
"Fund" or "Funds" means any of the Funds established by this Ordinance.
"Fundin� A�reement" means the agreement between the Issuer and the Arena Group in
respect to the funding by the Issuer and the Arena Group of the development of the Venue
Project.
"Initial Principal Fundin� Date" means the earlier of the Initial Series 2017A Principal
Funding Date or the Initial Series 2017B Principal Funding Date.
"Initial Series 201'7A Principal Fundin� Date" means the date certified to by an
Authorized Issuer Representative as the Initial Series 2017A Principal Funding Date.
"Initial Series 2017B Principal Fundin� Date" means the date certified to by an
Authorized Issuer Representative as the Initial Series 2017B Principal Funding Date.
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"Interest Payment Date" or "Interest Payment Dates" means, with respect to the Series
2017 Bonds, March 1 and September 1 of each Year, commencing March l, 2018, and with
respect to any Additional Bonds, the date on which intei•est is due and payable thereon.
"Issuance Costs" means the items of expense relating to the authorization, sale and
issuance of the Bonds and the development and execution of this Ordinance and related
documents, which items of expense may include, without limitation: travel expenses; printing
costs; costs of reproducing documents; computer fees and expenses; filing and recording fees;
initial fees and charges of the Paying Agent/Registrar; fees and expenses of any consultants
retained by the Issuer in connection with the issuance of the Bonds including but not limited to
the fees and expenses of the Issuer's Co-Financial Advisors, Co-Bond Counsel, and any special
legal counsel; legal fees and expenses and fees and expenses of other professionals and
consultants related to drafting and negotiating all Project Documents; costs of credit ratings; and
any other administrative or other costs of issuing the Bonds, investing the Bond proceeds or
negotiating and delivering the Project Documents.
"Le�al Requirements" means all laws, statutes, acts (including, without limitation,
Chapter 552, Texas Government Code, the Texas Public Information Act, as applicable),
ordinances, rules, regulations, permits, licenses, authorizations, directives, orders and
requirements of all governments, quasi-governmental or regulatory authorities, that now or
hereafter may be applicable to, as applicable, (i) the Venue Project and the construction,
maintenance and operation thereof, including those relating to empioyees, zoning, building,
health, safety and environmental matters, and accessibility of public facilities, (ii) the Arena
Group and their business operations, and/or (iii) the Issuer.
"Master A�reement" means the "Master Agreement Regarding Multipurpose Arena and
Adjacent Support Facilities" between the Issuer and the Arena Group, dated as of November 11,
2015, and the "First Amendment to Master Agreement Regarding Multipurpose Arena and
Adjacent Support Facilities," dated as of February 22, 2017.
"Moody's" means Moody's Investors Service, Inc., and its successors and assigns.
"MSRB" means the Municipal Securities Rulemalcing Board, and its successors and
assigns.
"Ordinance" means this ordinance authorizing the issuance of the Series 2017A Bonds.
"Outstandin�" means, as of the date of determination, all Series 2017A Bonds issued
and delivered under this Ordinance except: (i) Series 2017A Bonds cancelled by the Paying
Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (ii) Series 2017A
Bonds which matured and been paid in full or have been defeased in accordance with the
provisions of Section 35 of this Ordinance; (iii) Series 2017A Bonds in exchange for or in lieu of
which other Series 2017A Bonds have been registered and delivered pursuant to this Ordinance;
and (iv) Series 2017A Bonds alleged to have been mutilated, destroyed, lost, or stolen which
have been paid as provided in this Ordinance.
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"Parkin " means a parlcing garage and additional surface parking owned by the City and
serving the Venue Project.
"Parkin� A�reements" means, collectively, agreements for the interim construction
paricing and permanent parking at the Venue Project.
"Particinant" means any direct or indirect participant in the DTC book-entry-only
system.
"Pavin� A�ent/Re�istrar" means, with respect to the Series 2017A Bonds, BOKF, NA,
and the successor or successors appointed pursuant to and meeting the requirements of Section
5(d) of this Or•dinance.
"Person" means any individuai, public or private corporation, partnership, limited
liability company, county, district, authority, municipality, political subdivision or other entity of
the State of Texas or the United States of America, and any partnership, association, firm, trust,
estate or any other entity or organization whatsoever.
"Pled�ed Revenues" means the Airport Shared Revenues, the Available City Hotel Tax
Revenues, the State PFZ Funds, any investment earnings thereon, and any other revenues, other
than ad valorem taxes, that the City after the Closing Date designates as a Pledged Revenue
under this Ordinance.
"Principal Pavment Date" or "Principal Payment Dates" means, with respect to the
Series 2017A Bonds, March 1 of each Year, commencing March l, 2021, and with respect to any
Additional Bonds, the date on which principal is due and payable thereon.
"Pro Rata" means, with respect to a Series of Taxable Bonds, the caiculation of
multiplying the principal amount of Taxable Bonds of a maturity to be redeemed on a
Redemption Date by a fraction, the numerator of which is equal to the principal amount of such
maturity owned by a Registered Owner, and the denominator of which is equal to the principal
amount of such maturity then Outstanding immediately prior to such Redemption Date, and then
rounding the product down to the next lower integral of $5,000, provided, that the portions being
redeemed are required to be in multipies of $5,000 and all Taxable Bonds of a maturity to remain
Outstanding following any such redemption are required to be in multiples of $5,000.
"Project Costs" shall have the meaning as set forth in Section 2.1 of the Master
Agreement.
"Project Documents" means the Master Agreement, the Funding Agreement, the Arena
Group Lease, and such other agreements as the City and the Arena Group may mutually agree to
execute and deliver.
"Public Contribution" means the amount payable by the Issuer, from the net available
proceeds of the Bonds, for Project Costs of the Venue Project that do not exceed the lesser of (i)
50% of the actual Project Costs or (ii) $225,000,000 less any expenditures made by the Issuer
prior to November 1 l, 2015.
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"Ratin� A�ency" means one or more nationally recognized credit rating agency then
maintaining a rating on the Bonds at the request of the Issuer.
"Rebate Fund" means the Fund of such name created and further described in Section 20
of this Ordinance.
"Record Date" means the close of business on the fifteenth (15th) day of the month
immediately preceding any Debt Service Payment Date.
"Redemption Date" means the date upon which any Bonds are to be redeemed prior to
their respective fixed maturities pursuant to any optional or mandatory redemption provision of
this Ordinance.
"Redemption Price" means, with respect to any Bond, the amount, including any
applicable premium, payable upon the optional or mandatory redemption thereof, as provided in
this Ordinance.
"Refundin� Bonds" means any bonds or other obligations issued by the Issuer as
permitted by, and in accordance with the provisions of, this Ordinance for the purpose of
refunding any outstanding Series 2017 Bonds or previously issued Refunding Bonds.
"Re�ister" or "Re�istration Books" means the bond registration books maintained by
the Paying Agent/Registrar.
"Re�istered Owner" means with respect to any Bond the initial purchaser or the
registered assignee or assignees of such Bond or any portion thereof.
"Reserve Fund Credit Facility" means a Credit Facility which (i) may not be terminated
by the provider of such Credit Facility prior to the iinal maturity date of the Series of Bonds in
connection with which such Credit Facility was issued, and (ii) may be drawn upon demand by
the Issuer or the Paying Agent/Registrar to provide funds to pay Debt Service on such Bonds in
the event moneys on deposit in the Debt Service Fund are insufficient to malce such payment.
"Reserve Requirement for the Series 2017A Bonds" means the amount of Debt Service
payable on all Series 2017A Bonds during any Year in which the Debt Service requirements for
the Series 2017A Bonds are the greatest.
"Reserve Requirement for the Series 2017B Bonds" means the amount of Debt Service
payable on all Series 2017B Bonds during any Year in which the Debt Service requirements for
the Series 2017B Bonds are the greatest.
"Rule" means Rule 15c2-12, promulgated by the SEC.
"S&P" means S&P Global Ratings, and its successors and assigns.
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"SEC" means the United States Securities and Exchange Commission, and its successors
and assigns.
"Series" means any series of Bonds issued under this Ordinance, the Concurrent
Ordinance or an ordinance authorizing the issuance of Additional Bonds.
"Series 2017 Bonds" means, collectively, the Series 2017A Bonds and the Series 2017B
Bonds.
"Series 2017A Bond Proceeds Account" means the Account of such name in the Venue
Project Fund described in Section 10 of this Ordinance.
"Series 2017A Bonds" means the City of Fort Worth, Texas Special Tax Revenue
Bonds, Series 2017A, initially issued and delivered in accordance with the terms of this
Ordinance and the Bond Purchase Agreement pursuant to which the Series 2017A Bonds are
sold.
"Series 2017A Capitalized Interest" means the amount of capitalized interest funded
with the proceeds of the Series 2017A Bonds, as certified to by an Authorized Issuer
Representative.
"Series 2017A Costs of Issuance Account" means the Account of such name in the
Venue Capital Project Fund described in Section 14 of this Ordinance.
"Series 2017A Proiect Account" means the Account of such name in the Venue Capital
Project Fund described in Section 14 of this Ordinance.
"Series 2017B Bond Proceeds Account" means the Account of such name in the Venue
Project Fund described in the Concurrent Ordinance.
"Series 2017B Bonds" means the City of Fort Worth, Texas Special Tax Revenue Bonds,
Taxable Series 2017B, initially issued and delivered in accordance with the terms of the
Concurrent Ordinance and the Bond Purchase Agreement pursuant to which the Series 2017B
Bonds are sold.
"Series 2017B Costs of Issuance Account" means the Account of such name in the
Venue Capital Project Fund described in the Concurrent Ordinance.
"Series 2017B Proiect Account" means the Account of such name in the Venue Capital
Project Fund created pursuant to the Concurrent Ordinance.
"Sinkin� Fund Installment Date" means any date on which a Sinking Fund Instaliment
shall be due and payable pursuant to this Ordinance.
"Sinkin� Fund Installment" means, as of any particular date of calculation and with
respect to any Series of Bonds, the amount of money to be applied as the Redemption Price of
Bonds subject to mandatory sinlcing fund redemption prior to maturity pursuant to this
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Ordinance, as such Sinking Fund Installment shall have been previously reduced by the principal
amount of such Series of Bonds which, prior to the date the notice of such mandatory sinking
fund redemption is sent, (i) shall have been acquired by the Issuer and delivered to the Paying
Agent/Registrar for cancellation, (ii) shall have been purchased and canceled by the Paying
Agent/Registrar at the request of the Issuer, or (iii) shall have been redeemed pursuant to any
optional redemption described in Section 4 of this Ordinance and not theretofore credited against
a mandatory redemption requirement.
"State" means the State of Texas.
"State PFZ Funds" means the incremental hotel-associated state hotel occupancy tax
and state sales and use tax revenue from the Zone and made available by the City to finance
Project Costs of the Venue Project, in accordance with Section 351.1015, Texas Tax Code.
"Subaccount" or "Subaccounts" means any one or more of the subaccounts from time to
time created in any of the Accounts established by this Ordinance.
"Tax-Exempt Bonds" means the Series 2017A Bonds and any Additional Bonds issued
as obligations, the interest on which is excluded from gross income under the Code.
"Tax-Exempt Bonds Debt Service Account" means the Account of such name in the
Debt Service Fund created and further described in Section 15 of this Ordinance.
"Tax-Exempt Bonds Debt Service Reserve Account" means the Account of such name
in the Debt Service Fund created and further described in Section 15 of this Ordinance.
"Taxable Bonds" means the Series 2017B Bonds and any Additional Bonds issued as
obligations, the interest on which is included in gross income under the Code.
"Taxable Bonds Debt Service Account" means the Account of such name in the Debt
Service Fund created and further described in Section 15 of this Ordinance.
"Taxable Bonds Debt Service Reserve Account" means the Account of such name in
the Debt Service Fund created and further described in Section 1 S of this Ordinance.
"Treasury Re�ulations" means all applicable temporary, proposed and iinal regulations
and procedures promulgated under the Code or promulgated under the Internal Revenue Code of
1954, to the extent applicable to the Code.
"Underwriters" means the investment banlcing firms who agree to purchase the Series
2017A Bonds from the Issuer in accordance with the terms of the Bond Purchase Agreement.
J.P. Morgan Securities LLC is the representative of the Underwriters.
"Venue Capital Proiect Fund" means the Fund of such name described in Section 14 of
the Ordinance.
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"Venue Proiect" means the multipurpose arena and adjacent support facilities, and any
related infrastructure as designated by the City Council by adoption of Resolution 4327-07-2014
and confirmed at the Election.
"Venue Proiect Fund" means the Fund of such name created by the City pursuant to the
Act.
"Year" or "Fiscal Year" means the fiscal year of the City, being the twelve (12) full
calendar months which commence on October 1 of a calendar year and ends on September 30 of
the succeeding calendar year.
"Zone" means Project Financing Zone Number 1, City of Fort Worth, Texas, established
by the City Council on October 23, 2013.
A-11
EXHIBIT B
FORM OF BOND:
FORM OF SERIES 2017A BOND
EXCEPT AS OTHERWISE PROVIDED IN THE HEREINAFTER DEFINED ORDINANCE,
THIS GLOBAL BOOK-ENTRY BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN
PART, ONLY TO ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY (THE
"DEPOSITORY") OR TO A SUCCESSOR DEPOSITORY OR TO A NOMINEE OF A
SUCCESSOR DEPOSITORY. THE IS5UER AND THE PAYING AGENT/REGISTRAR HAVE
NO RESPONSIBILITY OR OBLIGATION TO ANY NOMINEE OF THE DEPOSITORY OR TO
ANY NOMINEE OF A SUCCESSOR DEPOSITORY.
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF FORT WORTH, TEXAS
SPECIAL TAX REVENUE BOND, SERIES 2017A
No. R-
$
MATURITY DATE INTEREST RATE DATED DATE CUSIP NO.
REGISTERED OWNER:
PRINCIPAL AMOUNT:
THE CITY OF FORT WORTH, TEXAS (the "Issuer"), a political subdivision and a home-rule
municipality created and existing under the laws of the State of Texas, for value received, hereby
promises to pay to the Registered Owner speci�ed above, or the registered assignee hereof (either being
hereinafter called the "Registered Owner"), the Principal Amount speci�ied above, and to pay interest
thereon, calculated on the basis of a 360-day year composed of twelve 30-day months, fi•om the Dated
Date specified above, to the Maturity Date specified above, or the date of redemption prior to maturity, at
the Interest Rate per annum speci�ed above; with interest being payable on , 201_, and
semiannually on each and thereafter (each a"Debt Seivice Payment Date"),
except that if the date of authentication of this Bond is later than the first Record Date (hereinafter
defined), such Pr•incipal Amount shall bear interest from the Debt Service Payment Date next preceding
the date of authentication, unless such date of authentication is after any Record Date but on or before the
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next following Debt Service Payment Date, in which case such Principal Amount shall bear interest fi�om
such next following Debt Service Payment Date. If any portion of the Principal Amount of this Bond is
not paid when due (whether by maturity, call for redemption or otherwise), then the unpaid portion of
such Principal Amount shall continue to bear interest until paid at the Interest Rate per annum specified
above. If the Maturity Date, any Debt Service Payment Date or date fixed for redemption of this Bond is
not a Business Day, then payment of the applicable interest, principal or t•edemption price shall be made
on the next succeeding Business Day with the same force and effect as if such payment were made on
such Maturity Date, Debt Seivice Payment Date, or date fixed for redemption and no interest shail accrue
for the period after such date.
GENERAL AND SECURITY PROVISIONS
THIS BOND IS ONE OFA DULYAUTHORIZED SERIES OF BONDS known as t/re City of
Fort Worth, Texas Special Tax Revenue Bonds, Series 2017A (the "Series 2017A Bonds"), issued in the
aggregate principal amount of $ under and pursuant to (i) the Constitution and laws of the
State of Texas including, but not limited to, Chapter 334, Texas Local Government Code, as amended,
and Chapter 1371, Texas Government Code, as amended, and (ii) an ordinance duly adopted by the City
Council on , 2017 (the "Ordinance"). Terms used herein with initial capitalization where the
i•ules of grammar� or context do not other-wise require shall have the meanings as set forth in the
Ordinance. Each Register•ed Owner and Bene�icial Owner (as defined below) assents, by its acceptance
hereof, to all of the provisions of the Ordinance.
THE PRINCIPAL OF, PREMIUM (IF AN� AND INTEREST ON this Bond are payable in
lawful money of the United States of Amer�ica and shall be paid by the Paying Agent/Registrar with
available funds held under the Ordinance upon presentation and surrender of this Bond (except as
provided below) at the designated corporate trust office of the Paying Agent/Registrar (which is currently
located in Austin, Texas). Payment of interest on the Series 2017A Bonds, other than interest payable at
maturity or on a Redemption Date, shall be made by checic or dr�aft of the Paying AgentJRegistrar mailed
to the Registered Owners thereof at their respective addresses as set forth in the Register as of the close of
business on the last Business Day of the month immediately preceding such Debt Seivice Payment Date
(the "Record Date"), or by wire transfer to Registered Owners of $1,000,000 or more in aggregate
principal amount of Series 2017A Bonds at such wire transfer addr•ess in the United States as such
Registered Owneis shall specify in writing requesting payment by wire transfer delivered to the Paying
Agent/Registrat• prior to the Record Date. Notwithstanding anything herein to the contrary, when this
Bond is registered in the name of a Depository or its nominee, the principal and redemption price of and
interest on this Bond shall be paid by wire h•ansfer in immediately available funds to the bank account
number and address filed with the Paying Agent/Registrar by the Depositoly.
NEITHER THE STATE OF TEXAS, THE ISSUER, nor any other political corporation,
subdivision, or agency of the State of Texas, either individually or collectively, is obligated to cause
this Bond to be payable from funds raised or to be raised by ad valorem taxation; and neither the
faith and credit, nor the taxing power, of the State of Texas, the Issuer or any other political
corporation, subdivision, or agency of the State of Texas, is pledged to the payment of the principal
of, premium (if any) or the interest on this Bond. No security interest in the Venue Project has been
granted as security for the payment of this Bond.
PROCEEDS OF THE SERIES 20I7A BONDS shall be used for the purpose of (i) financing the
Public Conh�ibution portion of the costs required to design, develop, construct, equip, furnish and open a
venue project, to-wit, a multipurpose arena, to be owned by the Issuer that is located on land owned by
the Issuer and to be financed in part with proceeds of the Series 2017A Bonds (the "Venue Project"),
�:
including payment of all engineering, architectural and othez• professional fees related to the design,
development and construction of the Venue Project, (ii) funding approximately _ months of capitalized
interest, (iii) funding a debt service reserve equal to the Reseive Requirement for the Series 2017A Bonds
with cash and/or a Reserve Fund Credit Facility and (iv) paying Issuance Costs.
THE SERIES 2017A BONDS ARE SPECIAL OBLIGATIONS OF THE ISSUER issued undet�
the Ordinance, and, together with the Series 2017B Bonds, are secured equally and ratably by a�rst and
prior lien on the Pledged Revenues. In addition, the Series 2017A Bonds are secured by a first and prior
lien on the 334 Revenues, in the manner and to the extent provided in the Ordinance. The Series 2017A
Bonds are an obligation of the Issuer only to the extent of the Pledged Revenues, and the 334 Revenues to
the extent provided in the Ordinance.
THE ORDINANCE PERMITS CERTAIN AMENDMENTS OR SUPPLEMENTS to the
Ordinance without the consent of, but with notice to, the Registered Owners. The Ordinance provides
that certain amendments or supplements to the Ordinance may be made with the consent of the Registered
Owners of at least a majority in aggregate principal amount of the Series 2017A Bonds outstanding.
THE SERIES 2017A BONDS ARE ISSUABLE only in the form of fully registered bonds,
without coupons, in denominations of $5,000 or any integral multiple thereof (an "Authorized
Denomination"). Subject to the conditions provided in the Ordinance, the Registered Owner of this Bond
may, at the option of the Registet•ed Owner, and upon payment by the Registered Owner of any charges
which the Registrar or the Issuer may make as provided in the Ordinance, be exchanged for an equal
aggregate principal amount of Series 2017A Bonds of the same maturity and in any Authorized
Denomination. This Bond is transferable as pr•ovided in the Ordinance only by notation to that effect
inscribed in the Registet�, which shall be kept for that purpose at the designated offce of the Paying
Agent/Registrar (initially in Austin, Texas), by the Registered Owner hereof, in person or by the
Registered Owner's attorney duly authorized in writing, upon surrender of this Bond together with a
written instrument of transfer satisfactoiy to the Registrar duly executed by the Registered Owner or the
Registered Owner's duly authorized attorney. Upon the transfer of this Bond and payment of any required
fees, the Paying Agent/Registrar shall issue in the name of the transferee a new fully registered Series
2017A Bond or Series 2017A Bonds of the same aggregate principal amount and Maturity Date as this
surrendered Series 2017A Bond.
DEPOSITORY PROVISIONS
IN ADDITION TO THE WORDS AND TERMS DEFINED elsewhere in this Bond, the
following terms shall have the following meanings:
"Beneficial Otivner" means, with respect to the Series 2017A Bonds, a Person owning a Bene�cial
Ownership Interest therein, as evidenced to the satisfaction of the Issuer and the Paying Agent/Registrar.
"Benefrcial Orvnership Interest" means the beneficial right to receive payments and notices with
respect to the Set•ies 2017A Bonds which are held by the Depository under a book-entiy system.
"Book-entr y form" or "book-entr y systefn" means, with respect to the Series 2017A Bonds, a form
or system, as applicable, under which (a) the Beneficiai Ownership Interests may be transferred only
through a book entry and (b) physical certificates in fully registered form are registered only in the name
of a Depositoiy or its nominee as Registered Owner, with the physical certificates "immobilized" in the
custody of the Depository. The book-enhy system maintained by and the responsibility of the Depository
and not maintained by or the responsibility of the Issuer� or the Paying Agent/Registrar is the record that
identifies, and records the transfer of the interests of, the owners of benefcial (boolc entry) interests in the
Series 2017A Bonds.
:
"Depository" means any sectu�ities depositoiy that is a clearing agency under federal law
operating and maintaining, with its participants or otherwise, a book-entiy system to record ownership of
book entry interests in the Series 2017A Bonds, and to effect transfers of bool< enhy interests in the Ser•ies
2017A Bonds, and includes and means initially The Depository Trust Company, New York, New York.
THE SERIES 2017A BONDS ARE ISSUABLE ONLYAS fully registered bonds in Authorized
Denominations and shall be originally issued only to a Depository to be held in a book-enhy system, and
(i) the Series 2017A Bonds shall be registered in the name of the Depositoiy or its nominee, as the
Registered Owner, and immobilized in the custody of the Depositoiy; (ii) unless otherwise requested by
the Depository, there shall be a single certificate for each maturity of the Series 2017A Bonds; and (iii)
the Series 2017A Bonds shall not be transferable or exchangeable, except for t�•ansfer to another
Depositoiy or another nominee of a Depository, without further action by the Issuer. The Beneficial
Owners of Beneficial Ownership Interests in the Series 2017A Bonds shall not have any right to receive
Series 2017A Bonds in the form of physical certificates. If any Depositoiy determines not to continue to
act as a Depository for the Series 2017A Bonds for use in a book-entry system, the Issuer will attempt to
have established a securities depository/book-entry system relationship with another qualified Depository
under the Ordinance. If the Issuer does not or is unable to do so, the Issuer and the Paying
AgendRegistrar, after the Paying Agent/Registrar has made provision for notification to the owners of
book entry interests by the then Depository, shall permit withdi�awal of the Series 2017A Bonds fi�om the
Deposito�y, and authenticate and deliver certificates in fully registered form (in authorized
denominations) to the assignees of the Depositoiy or its nominee.
WHILE A DEPOSITORY IS THE REGISTERED OWNER of the Series 2017A Bonds,
deliveiy or notation of partial redemption of Series 2017A Bonds shall be effected in accordance with the
procedures of such Depository then in effect,
REDEMPTION PROVISIONS
OPTIONAL REDEMPTION:
ON , 20 , OR ON ANY DATE THEREAFTER, the Series 2017A Bonds
may be redeemed priot� to their scheduled maturities, at the option of the Issuer, in whole or in part
(provided that a portion of a Series 2017A Bond may be redeemed only in an Authorized Denomination),
with funds derived from any available and lawful source, at the Redemption Price equal to the principal
amount of Series 2017A Bonds called for redemption, plus accrued interest thereon to the date fixed for
redemption. The Issuer shall determine the maturity or maturities, and the principal amount of Series
2017A Bonds within each maturity, to be redeemed. If less than all Series 2017A Bonds of a maturity are
to be redeemed, the particular Series 2017A Bonds to be redeemed shall be selected by the Paying
AgendRegistrar by lot or other random method, and when the Series 2017A Bonds are held in book-entry
form, in accordance with the applicable procedures of the Depository.
MANDATORY SINKING FUND REDEMPTION:
THE SERIES 2017A BONDS MATURING ON in each of the years 20_, 20_
and 20_ (the "Series 2017A Term Bonds") are subject to mandatoiy redemption prior to maturity in part
on a pro rata basis as further described below, at a price equal to the principal amount thereof plus
accr•ued interest to the date of redemption, on the dates and in the respective principal amounts shown
below:
SERIES 2017A TERM BONDS SERIES 2017A TERM BONDS
MATURING ON , 20 MATURING ON , 20
REDEMPTION DATE REDEMPTION AMOUNT REDEMPTION DATE REDEMPTION AMOUNT
B-4
SERIES 2017A TERM BONDS
MATURING ON , 20
The principal amount of the Series 2017A Term Bonds required to be redeemed pursuant to the
operation of such mandatoiy redemption requirements shall be reduced by the principal amount of any
such Series 2017A Term Bonds which, prior to the date the of notice of such mandatory redemption is
sent, (i) shall have been acquired by the Issuer and delivered to the Paying Agent/Registrar for
canceilation, (ii) shall have been purchased and canceled by the Paying Agent/Registrar at the request of
the Issuer, or (iii) shall have been redeemed pursuant to the optional redemption provisions described
above or any extraordina�y mandato�y redemption described below and not theretofore credited against a
mandatory redemption requirement.
THE SERIES 2017A TERM BONDS SHALL BE CALLED for redemption on a pro rata basis
determined by (i) dividing the principal amount of the Series 2017A Term Bonds of the maturity to be
redeemed on a mandatory sinking fund redemption date by the total principal amount of such maturity of
the Series 2017A Term Bonds then Outstanding, and (ii) muitiplying such quotient by the principal
amount of such matm•ity of Series 2017A Term Bonds held by each Registered Owner, or as long as the
Series 2017A Term Bonds are held in a book-entry-only system, by each Beneficial Owner. When the
Ser�ies 2017A Term Bonds are held in book enhy form, the pro rata selection shall be made in accordance
with the applicable procedures of the Depositoiy.
SELECTION OF SERIES 2017A BONDS TO BE REDEEMED:
IF LESS THANALL SERIES 2017A BONDS OFA SINGLE MATURITY are to be redeemed,
the Series 2017A Bonds to be redeemed within a maturity will be selected by lot or other t�andom method
by the Paying Agent/Registrar in such a manner as the Paying Agent/Regish•ar may determine; provided,
however, that the portion of any Series 2017A Bond of a denomination greater than the minimum
Authorized Denomination shall be redeemed in part only in an Authorized Denomination and that, in
selecting portions of Series 2017A Bonds for redemption, the Paying Agent/Registrar shall treat each
Series 2017A Bond as representing that number of Series 2017A Bonds of the minimum Authorized
Denominations which is obtained by dividing the principal amount of such Series 2017A Bond to be
redeemed in part by the minimum Authorized Denomination for the Series 2017A Bonds.
:
NOTICE OF REDEMPTION:
IN THE EVENT ANY OF THE SERIES 2017A BONDS OR PORTIONS THEREOF (which
shall be in amounts equal to an Authorized Denomination) are called for redemption as aforesaid, notice
thereof identifying the Series 2017A Bonds or portions thereof to be redeemed shall be given by the
Paying Agent/Registrar by sending a copy of such notice, by United States mail, �rst class postage
prepaid (or, when the Series 2017A Bonds are held in book entty form, send a copy of the notice pursuant
to the applicable procedures of the Deposito�y), not less than 30 days nor more than 60 days before the
Redemption Date to the Registered Owners of the Series 2017A Bonds which are to be redeemed, at their
last addresses, if any, appearing upon the Register; provided, however, the failure to give such notice by
mail or pursuant to the procedures of the Depositoiy, or any defect therein, shail not affect the validity of
any proceedings for the redemption of such Series 2017A Bonds. All Series 2017A Bonds or portions
thereof so called for redemption shall cease to bear interest on the specified redemption date, provided
funds for their redemption are on deposit with the Paying Agent/Regish•ar or unless any condition to an
optional ►•edemption has not been satisfed, and shall no longer be protected by the Ordinance and shall
not be deemed to be outstanding under the provisions of the Ordinance.
CONDITIONAL REDEMPTION:
WITH RESPECT TO any optional redemption of the Series 2017A Bonds, unless certain
prerequisites to such optional redemption required by the Ordinance have been met and money sufficient
to pay the principal of, premium, if any, and interest on the Series 2017A Bonds to be redeemed will have
been received by the Paying Agent/Registrar prior to giving such notice, such notice may state that the
optional redemption will, at the option of the Issuer, be conditional upon the satisfaction of such
prerequisites and receipt of such money by the Issuer on or prior to the date fxed for such redemption or
upon any prerequisite set forth in the notice of redemption. If a conditional notice of redemption is given
and such prerequisites to the redemption are not satisfied, such notice will be of no force and effect, the
Issuer will not redeem such Series 2017A Bonds and the Paying Agent/Registrar will give notice in the
manner in which the notice of redemption was given, to the effect that such Series 2017A Bonds will not
be redeemed.
MISCELLANEOUS
IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all acts, conditions, and
things required to exist, happen, and be performed precedent to and in the issuance of this Bond do exist,
have happened, and have been performed in due time, form, and manner as required by law in order to
make this Bond a valid and legal special revenue obligation of the Issuer and that the issuance of the
Series 2017A Bonds, together with ail other obligations of the Issuer, does not exceed or violate any
constitutional or statutory limitation applicable to the Issuer.
UNLESS EITHER A REGISTRATION CERTIFICATE of the Comptroller of Public Accounts
of the State of Texas hereon has been executed by such Comptroller or her duly author•ized agent or a
certificate of authentication her•eon has been executed by the Paying Agent/Registrar, in each case by
manual signature, this Bond shali not be entitled to any benefit under the Ordinance or be valid or
obligatory for any purpose.
:.
IN WITNESS WHEREOF, CITY OF FORT WORTH, TEXAS has caused this Bond to be
executed by its Mayor by her manual or facsimile signature, has caused its official seal to be impressed or
reproduced hereon, has caused this Bond to be attested by its City Secretary by her manual or facsimile
signature, and has been approved as to form by the City Attorney.
Attest:
City Secretaiy
[SEAL]
Approved as to Form:
City Attorney
CITY OF FORT WORTH, TEXAS
Mayor
:
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed
Registration Certificate of the Comptroller of Public Accounts of the State of Texas)
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 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 Comph�oller of Public
Accounts of the State of Texas.
Dated
BOKF, NA,
Paying Agent/Registrar
C
Authorized Signatoiy
FORM OF REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS
(to accompany the Initial Series 2017A Bond only)
COMPTROLLER'S REGISTRATION CERTIFICATE: REGIST�R NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by the
Attot•ney General of the State of Texas, and that this Bond has been registered by the Comptroller of
Public Accounts of the State of Texas.
Witness my signature and seal this
(COMPTROLLER'S SEAL)
: :�
Comptroller of Public Accounts
of the State of Texas
ASSIGNM�NT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Secw�ity or Taxpayer ldentification Number of Transferee
(Please print or typewr�ite 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 regish•ation thereof, with full
power of substitution in the premises.
Dated:
Signatm•e Guaranteed:
NOTICE: Signature(s) must be guai•anteed by a
member firm of the New York Stock Exchange or a
commerciai bank or trust company.
NOTICE: The signature(s) above must correspond
with the name of the Registered Owner as it
appears upon the fi•ont of this Bond in eveiy
particular, without alteration or enlargement or any
change whatsoever.
:�
Exhibit C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The foliowing information is referred to in Section 24 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:
Tables 1 through 9 contained in the Officiai Statement; and
"Excerpts from the Annual Financial Report", as set forth in Appendix B to the
Ofiicial Statement.
The City will provide, beginning in the annual reports due in the year after the year in which 334
Revenues are initially realized and collected by the City, the annual collection data related
thereto for each fiscai year ending in and after the initial collection of any 334 Revenues.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to above.
C-1
EXHIBIT D
BOND PURCHASE AGREEMENT
�
�
CITY OF FORT WORTH, TEXAS
SPECIAL TAX REVENUE BONDS, SERIES 2017A
BOND PURCHASE AGREEMENT
June 20, 2017
THE HONORABLE MAYOR r1ND CITY COUNCIL
City of Fort Worth, Texas
200 Texas St.
Fort Worth, TX 76102
Ladies and Gentlemen:
The undersigned, J.P. Morgan Securities LLC (the "Representative"), acting on its own
behalf and as a representative and on behalf of the other underwriters listed on Schedule I hereto
(collectively, the "Underwrzters"), and solely in the capacity described below, offers to enter into
this bond purchase agreement (this "Agreement") with the City of Fort Worth, Texas (the
"Issuer" or the "City") which, upon the Issuer's written acceptance of this offer, will be binding
upon the Issuer and upon the Underwriters. This offer is made subject to the Issuer's written
acceptance hereof on or before 6:00 p.m., Central time, on , 2017, and, if not so
accepted, will be subject to withdrawal by the Underwriters upon written notice delivered by the
Representative to the Issuer at any time prior to the acceptance hereof by the Issuer.
J.P. Morgan Securities LLC represents that it has been duly authorized by the
Underwriters to execute this Agreement and has been duly authorized by the Underwriters to act
hereunder as the Representative. The Representative warrants that all actions which may be taken
hereunder by the Underwriters may be taken by the Representative alone. In as much as this
purchase and sale represents a negotiated transaction, the Issuer understands, and hereby
confirms, that the Underwriters are not acting as fiduciaries of the Issuer, but rather are acting
solely in their individual capacities as underwriter for their own accounts as further described in
Section 12 hereof.
Terms not otherwise defined in this Agreement shall have the same meanings set forth in
the Ordinance (as defined herein) or in the Official Statement (as defined herein).
1. PZcrchase and Sale of the Bonds. Subject to the terms and conditions and in
reliance upon the representations, warranties, and agreements set forth herein, the Underwriters
hereby agree, jointly and severally, to purchase from the Issuer, and the Issuer hereby agrees to
sell and deliver to the Underwriters, all, but not less than all, of the Issuer's $
Special Tax Revenue Bonds, Series 2017A (the "Bonds "), dated July 1, 2017.
The Bonds shall be issued and secured under and pursuant to the provisions of an
ordinance adopted by the City Councii of the Issuer on June 6, 2017 (the "Ordinance "). The
principal amount of the Bonds to be issued, the maturity, sinking fund (if any), redemption
provisions, and interest rates per annum are set fot�th in Schedule II attached hereto.
The purchase price for the Bonds shall be $ , representing the principal amount
of the Bonds of $ , less an underwriting discount of $ , plus a[net] reoffering
premium of $ , and no accrued interest.
Delivered to the Issuer herewith as a joint good faith deposit is a check payable to the
order of the Issuer in clearing house funds in the amount of $ (the "Chec1�'). The
Check is a"Good Faith" check for the Bonds and may be applied toward any obligation of the
Underwriters owing as a result of the failure of the Underwriters to accept delivery of the Bonds
as provided herein. In the event you accept this offer, except as provided below, the Check shall
be held uncashed by you until the time of Closing (as hereinafter defined), at which time the
Check shall be returned uncashed to the Representative upon the purchase and delivery of the
Bonds. In the event that the Issuer does not accept this Agreement, the Check will be
immediately returned to the Representative. Should the Issuer fail to deliver the Bonds at the
Closing, or should the Issuer be unable to satisfy the conditions of the obligations of the
Underwriters to purchase, accept delivery of, and pay for the Bonds as set forth in this
Agreement (unless waived by the Underwriters), or should such obligations of the Underwriters
be terminated for any reason permitted by this Agreement, the Check shall immediately be
returned to the Representative. In the event that the Underwriters fail (other than for a reason
permitted hereunder) to purchase, accept delivery of, and pay for the Bonds at the Closing as
herein provided, the Check shall be cashed and the amount thereof shall be retained by the Issuer
as and for fully liquidated damages for such failure of the Underwriters and, except as set forth in
Sections 8 and 10 hereof, no party shall have any further rights against the other hereunder. The
Underwriters and the Issuer understand that in such event the Issuer's actual damages may be
greater or may be less than such amount. Accordingly, the Underwriters hereby waive any right
to claim that the Issuer's actual damages are less than such amount, and the Issuer's acceptance of
this offer shall constitute a waiver of any right the Issuer may have to additional damages from
the Underwriters. The Representative agrees not to stop payment on the Check, or cause payment
on the Check to be stopped, unless the Issuer has breached the terms of this Agreement.
The Issuer has agreed in the Ordinance to provide certain annual financial information
and operating data, audited financial statements, and timely notices of certain events and non-
compliance in accordance with the Rule (as defined herein) as described in the Preliminary
Official Statement (as defined herein) under "CONTINUING DISCLOSiJRE OF
INFORMATION". The Representative, on behalf of the Underwriteis, acknowledges receipt of a
copy of the Ordinance and has reviewed the continuing disclosure undertaking of the Issuer
therein set forth.
2. Establish�aent of Isszre P�ice.
(a) The Representative, on behalf of the Underwriters, agrees to assist the Issuer in
establishing the issue price of the Bonds and shall execute and deliver to the Issuer at Closing an
"issue price" or similat• certificate, together with the supporting pricing wires or equivalent
communications, substantially in the form attached hereto as Exhibit A, with such modifications
as may be appropriate or necessary, in the reasonable judgment of the Representative, the Issuer
and Co-Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial
offering price or prices to the public of the Bonds. All actions to be taken by the Issuer under
this section to establish the issue price of the Bonds may be taken on behalf of the Issuer by the
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hereinafter-defined Co-Financial Advisors and any notice or report to be provided to the Issuer
shall also be provided to the Co-Financial Advisors.
(b) The Issuer will treat the first price at which 10% of each maturity of the Bonds is
sold to the public (the "10% test") as the issue price of that maturity (if different interest rates
apply within a maturity, each separate CUSIP number within that maturity will be subject to the
10% test). At or promptly after the execution of this Agreement, the Representative shall report
to the Issuer the price or prices at which the Underwriters have sold to the public each maturity
of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the
Representative agrees to promptly report to the Issuer the prices at which Bonds of that maturity
have been sold by the Underwriters to the public (the "reporting obligation"). The reporting
obligation shall continue, until the 10% test has been satisfied as to the Bonds of that maturity or
until all Bonds of that maturity have been sold to the public.
(c) The Representative confirms that:
(1) any agreement among underwriters, any selling group agreement and each
retail distribution agreement to which the Representative is a party relating to the initial
sale of the Bonds to the public, together with the related pricing wires, contains or will
contain language obligating each Underwriter, each dealer who is a member of the selling
group, and each broker-dealer that is a party to such retail distribution agreement, as
applicable, to (i) report the prices at which it sells to the public the unsold Bonds of each
maturity allotted to it until it is notified by the Representative that either the 10% test has
been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been
sold to the public and (ii) comply with the hold-the-offering-price rule, if applicable, in
each case if and for so long as directed by the Representative and as set forth in the
related pricing wires, and
(2) any agreement among underwriters relating to the initial sale of the Bonds
to the public, together with the related pricing wires, contains or will contain language
obligating each Underwriter that is a party to a retail distribution agreement to be
employed in connection with the initial sale of the Bonds to the public to require each
broker-dealer that is a party to such retail distribution agreement to (i) report the prices at
which it selis to the public the unsold Bonds of each maturity allotted to it until it is
notiiied by the Representative or the Underwriter that either the 10% test has been
satisfied as to the Bonds of that maturity or a11 Bonds of that maturity have been sold to
the public and (ii) comply with the hold-the-offering-price rule, if applicable, in each case
if and for so long as directed by the Representative or the Underwriter and as set forth in
the related pricing wires.
(d) The Underwriters acknowledge that sales of any Bonds to any person that is a
related party to any one of the Underwriters shall not constitute sales to the public for purposes
of this section. Further, for purposes of this section:
(1) "public" means any person other than an underwriter or a related party;
(2) "unde�>>°iter" means (i) any person that agrees pursuant to a written
contract with the Issuer (or with the Representative to form an underwriting syndicate) to
participate in the initial sale of the Bonds to the public and (ii) any person that agrees
pursuant to a written contract directly or indirectly with a person described in clause (i) to
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participate in the initial sale of the Bonds to the public (including a member of a selling
group or a party to a retail distribution agreement participating in the initial sale of the
Bonds to the public);
(3) a purchaser of any of the Bonds is a"related parry" to an underwriter if
the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50%
common ownership of the voting power or the total value of their stock, if both entities
are corporations (including direct ownership by one corporation of another), (ii) more
than 50% common ownership of their capital interests or profits interests, if both entities
are partnerships (including direct ownership by one partnership of another), or (iii) more
than 50% common ownership of the value of the outstanding stock of the corporation or
the capital interests or profit interests of the partnership, as applicable, if one entity is a
corporation and the other entity is a partnership (including direct ownership of the
applicable stock or interests by one entity of the other); and
(4) "sale date" means the date of execution of this Agreement by all parties.
3. The Officzal Statement.
(a) Attached hereto as Exhibit B is a copy of the Preliminary Official
Statement dated June 7, 2017 (the "Preliminary Official Statement") of the Issuer relating to the
Bonds.
(b) The Preliminary Official Statement has been prepared by the Issuer for use
in connection with the public offering, sale and distribution of the Bonds by the Underwriters.
The Issuer hereby represents and warrants that the Preliminary Official Statement was deemed
final by the Issuer as of its date, except for the omission of such information which is dependent
upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section
(b)(1) of Rule 15c2-12 of the United States Securities and Exchange Commission (the "SEC")
adopted under the Securities Exchange Act of 1934 (the "Rule").
(c) The Issuer hereby authorizes the Official Statement and the information
therein contained to be used by the Underwriters in connection with the public offering and the
sale of the Bonds. The Issuer shail deliver or cause to be delivered to the Underwriters, after the
acceptance by the Issuer of this Agreement, in "designated electronic format" (as defined in
Municipal Securities Rulemaking Board ("MSRB") Rule G-32) and in sufficient printed
quantities and in sufficient time (but no later than seven business days following such acceptance
or at least no later than three business days prior to Closing and in sufficient time to accompany
any confirmation that requests payment from any customer) to comply with any and all
applicable rules of the SEC and the MSRB, at the sole cost and expense of the Issuer, copies of
the Official Statement relating to the Bonds substantially in the form of the Preliminary Offcial
Statement with only such changes therein as shall have been accepted by the Representative (the
Official Statement, including the cover page and any appendices, reports, and statements
included therein, is hereinafter referred to as the "Official Statement", except that if the Official
Statement has been amended or supplemented between the date thereof and the date on which the
Bonds are delivered to the Underwriters, the term "Offrcial Statement" shall refer to the Official
Statement as so amended or supplemented). The Issuer hereby (i) consents to and confirms the
Underwriters' use prior to the date hereof of the Preliminary Official Statement (in printed or
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"designated electronic format") and (ii) authorizes the distribution and use of copies in such
format as hereinbefore stated, of the Official Statement in connection with the issuance and sale
of the Bonds.
(d) If, after the date of this Agreement to and including the date the Underwriters
are no longer required to provide an Official Statement to potential customers who request the
same pursuant to the Rule (the earlier of (i) 90 days from the "end of the underwriting period" (as
defined in the Rule) and (ii) the time when the Official Statement is available to any person from
the MSRB, but in no case less than 25 days after the "end of the underwriting pei•iod" for the
Bonds), the Issuer becomes aware of any fact or event which might or would cause the Official
Statement, as then supplemented or amended, to contain any untrue statement of a material fact
or to omit to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, or if it is
necessary to amend or supplement the Official Statement to comply with law, the Issuer will
notify the Representative (and for the purposes of this clause provide the Representative with
such information as it may from time to time reasonably request), and if, in the reasonable
judgment of the Representative, such fact or event requires preparation and publication of a
supplement or amendment to the Official Statement, the Issuer will forthwith prepare and
furnish, at the Issuer's own expense (in a"designated electronic format" and in a manner
reasonably approved by the Representative), either such amendments or supplements to the
Official Statement so that the Official Statement as so amended and supplemented will not
contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading or so that the Official Statement will comply with law;
provided, however, that for all purposes of this Agreement and any representation, warranty or
covenant made herein, or any certificate delivered by the Issuer in accordance herewith, the
Issuer makes no representations with respect to the descriptions in the Preliminary Official
Statement or the Official Statement of The Depository Trust Company, New York, New York
("DTC"), or its book-entry-only system, the information provided by the Underwriters under the
caption "LTNDERWRITING", or the information provided by Assured Guaranty Municipal Corp.
(the "Insurer") under the caption "DEBT SERVICE RESERVE SURETY PROVIDER"). If
such notification shall be subsequent to the Closing, the Issuer shall furnish such legal opinions,
certificates, instruments, and other documents as the Representative may reasonably deem
necessary to evidence the truth and accuracy of such supplement or amendment to the Official
Statement.
(e) The Representative hereby agrees to timely file, or cause to be filed, in a
"designated electronic format", the Official Statement (and any amendment or supplement to the
Official Statement prepared in accordance with Section 3(d) above) with the MSRB through its
Electronic Municipal Market Access System. Unless otherwise notified in writing by the
Representative, the Issuer can assume that the "end of the underwriting period" for purposes of
the Rule is the date of the Closing.
4. Representatiorrs, Warra��ties, and Covenants of the Issarer. The Issuer hereby
represents and warrants to and covenants with the Underwriters that:
(a) The Issuer is duly created, organized, and existing as a home rule
municipality and a political subdivision of the State of Texas (the "State') , and a validly existing
home rule city under the Constitution and general laws of the State, and has full legal right,
power, and authority under the laws of the State, including, specifically, the Issuer's Home Rule
Charter (the "Chal�tef�"), Texas Local Govei•nment Code, Chapter 334, as amended ("Cl�aptel•
334") and Texas Government Code, Chapter 1371, as amended (collectively, the `Act"), and an
election (the "Election") conducted by the City on November 4, 2014 concerning approval of the
Venue Project (as defined in the Official Statement) and granting authority of the Issuer to
impose and collect of the Venue Taxes (as defined in the Official Statement). At the Closing
Date, the Issuer will have full legal right, power, and authority under the Act, other applicable
Texas law, and the Issuer's Charter (i) to adopt the ordinances or resolutions (or to take such
other necessary action of the City Council) authorizing the imposition and collection of the
revenues and taxes that comprise the Pledged Revenues and the Venue Taxes, respectively (such
ordinances, resolutions, or evidence of other City Council action, collectively, the "Revenue
Collection Authorization"); (ii) to pledge the Pledged Revenues and the 334 Revenues as security
for the Bonds; (iii) to adopt the Ordinance; (iv) to enter into, execute and deliver this Agreement,
the Ordinance and all documents required hereunder and under the Ordinance to be executed and
delivered by the Issuer (this Agreement (which entrance, execution, and delivery is accomplished
through an Authorized Issuer Representative pursuant to authority thereto granted under the
Ordinance and properly exercised thereby), and the other documents referred to in this clause (iv)
are hereinafter referred to as the "Issuer pocuments"); (v) to sell, issue, and deliver the Bonds to
the Underwriters as provided herein; (vi) to carry out and consummate the transactions described
in the Issuer pocuments and the Official Statement; and (vii) to utilize the proceeds from the sale
of the Bonds for the purposes described in the Official Statement. The Issuer has complied, and
will at the Closing be in compliance in all material respects, with the terms of the Act and the
Issuer pocuments, and the legal authorities approved at the Election, as they pertain to such
transactions;
(b) By ali necessary official action of the Issuer prior to or concurrently with the
acceptance hereof, the Issuer has duly authorized all necessary action to be taken by it for (i) the
adoption of the Revenue Collection Authorization; (ii) the adoption of the Ordinance and the
issuance and sale of the Bonds; (iii) the approval, execution, and delivery of and the performance
by the Issuer of the obligations on its part, contained in the Bonds and the Issuer pocuments; and
(iv) the consummation by it of all other transactions described in the Official Statement, the
Issuer pocuments, and any and all such other agreements and documents as may be required to
be executed, delivered, and/or received by the Issuer in order to carry out, give effect to, and
consummate the transactions described herein and in the Official Statement;
(c) Assuming, as applicable, the valid execution thereof and entrance
thereunder by any counterparty or counterparties thereto, the Issuer pocuments constitute legal,
valid, and binding obligations of the Issuer, enforceable against the Issuer in accordance with
their respective terms, subject to banl��uptcy, insolvency, reorganization, moratorium,
governmental immunity of political subdivisions and other similar laws relating to or affecting
the enforcement of creditors' rights and the exercise of judicial discretion in applying principles
of eequity; the Bonds, when issued, delivered, and paid for, in accordance with the Ordinance
and this Agreement, will constitute legal, valid, and binding obligations of the Issuer entitled to
the benefits of the Ordinance and enforceable in accordance with their terms, subject to
bankruptcy, insolvency, reorganization, moratorium, governmental immunity of political
0
subdivisions and other similar laws relating to or affecting the enforcement of creditors' rights
and the exercise of judicial discretion in applying principles of eequity; and upon the issuance,
authentication and deliver•y of the Bonds as aforesaid, the Ordinance will provide for the benefit
of the owners, from time to time, of the Bonds, the legally valid and binding pledge and lien it
purports to create as set forth in the Ordinance;
(d) The Issuer is not in breach of or default in any material respect under any
applicable constitutional provision, the Charter, statute, City code or other ordinances, law or
administrative regulation of the State or the United States relating to the Issuer's ability to borrow
money or otherwise obtain credit or any applicable judgment or decree or any loan agreement,
indenture, bond, note, resolution, agreement, or other instrument to which the Issuer is a party or
to which the Issuer is otherwise subject, and no event has occurred and is continuing which
constitutes or with the passage of time or the giving of notice, or both, would constitute a default
or event of default by the Issuer under any of the foregoing; and the execution and delivery of the
Bonds, the Issuer pocuments and the adoption of the Revenue Collection Authorization, and the
Ordinance and compliance with the provisions on the Issuer's part contained therein, will not
conflict with or constitute a material breach of or default under any constitutional or statutory
provision, Charter, City code or ordinances, administrative regulation, judgment, or decree
relating to the Issuer's ability to borrow money or otherwise obtain credit, or any loan agreement,
indenture, bond, note, resolution, agreement, or other instrument to which the Issuer is a party or
to which the Issuer is otherwise subject or under the terms of any such law, regulation, or
instrument, except as provided by the Bonds and the Ordinance;
(e) All authorizations, approvals, licenses, permits, consents, and orders of any
governmental authority, legislative body, board, agency, or commission having jurisdiction of the
matter which are required for the due authorization of, which would constitute a condition
precedent to, or the absence of which would materially adversely affect the due performance by
the Issuer of its obligations under the Revenue Collection Authorization or any Issuer
Documents, and the Bonds have been or will be duly obtained on or before the Closing Date,
except for such approvals, consents, and orders as may be required under the Blue Sky or
securities laws of any jurisdiction in connection with the offering and sale of the Bonds;
( fl The Bonds, the Ordinance, and the Revenue Collection Authorization
conform to the descriptions thereof contained in the applicable sections of the Official Statement
and the proceeds of the sale of the Bonds will be applied generally as described in the Official
Statement under the caption "THE BONDS - Sources and Uses of Funds";
(g) There is no legislation, action, suit, proceeding, inquiry, or investigation, at
law or in equity, before or by any court, government agency, or public board or body, pending or,
to the knowledge of the Issuer, threatened against the Issuer, affecting the existence of the Issuer
or (except as may be disclosed in the Official Statement) the titles of its officers to their
respective offices, or affecting or seeking to prohibit, restrain, or enjoin the sale, issuance, or
delivery of the Bonds; the imposition and collection of the Pledged Revenues and the 334
Revenues pursuant to Revenue Collection Authorization, or the pledge thereof as security for the
Bonds pursuant to the Ordinance; or in any way contesting or affecting the validity or
enforceability of the Bonds, the Revenue Collection Authorization, the Issuer pocuments, or
contesting the exclusion from gross income of interest on the Bonds for federal income tax
II
purposes, the completeness or accuracy of the Preliminary Official Statement or the Official
Statement or any supplement or amendment thereto, or the powers of the Issuer or any authority
for the issuance of the Bonds, the adoption of the Ordinance, or the execution and delivery of the
Issuer pocuments; nor, to the knowledge of the Issuer, is there any basis therefor, wherein an
unfavorable decision, ruling, or finding would materially adversely affect the validity or
enforceability of the Bonds, the Revenue Collection Authorization or the Issuer pocuments;
(h) As of the date thereof, the Preliminary Official Statement is true, correct,
and complete and did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided, however that the
Issuer makes no representation relating to the information pertaining to DTC contained under the
heading "REGISTRATION, TRANSFER AND EXCHANGE—Book-Entry-Only System", the
information under the caption "iJNDERWRITING", and the information pertaining to the
Insurer under the caption "DEBT SERVICE RESERVE SiJRETY PROVIDER."
(i) At the time of the Issuer's acceptance hereof and (unless the Official
Statement is amended or supplemented pursuant to paragraph (d) of Section 3 of this Agreement)
at all times subsequent thereto during the period described in such paragraph, the Official
Statement does not and will not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading; provided, however that
the Issuer makes no representation relating to the information pertaining to DTC contained under
the heading "REGISTRATION, TRANSFER AND EXCHANGE—Book-Entry-Only System" ,
the information under the caption "UNDERWRITING", and the information pertaining to the
Insurer under the caption "DEBT SERVICE RESERVE SURETY PROVIDER."
(j) If the Official Statement is supplemented or amended pursuant to paragraph
(d) of Section 3 of this Agreement, at the time of each supplement or amendment thereto and
(unless subsequently again supplemented or amended pursuant to such paragraph) at all times
subsequent thereto during the period described in such paragraph, the Official Statement as so
supplemented or amended will not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which made, not misleading;
(k) The Issuer will apply, or cause to be applied, the proceeds from the sale of
the Bonds as provided in and subject to all of the terms and provisions of the Ordinance and the
Issuer pocuments and not take or omit to take any action which action or omission will adversely
affect the exclusion from gross income for federal income tax purposes of the interest on the
Bonds;
(1) The Issuer will furnish such information, execute such instruments, and take
such action in cooperation with the Underwriters as the Representative may reasonably request,
at the sole expense of the Underwriters, (i) to (A) qualify the Bonds for offer and sale under the
Blue Sky or other securities laws and regulations of such states and other jurisdictions in the
United States as the Representative may designate and (B) determine the eligibility of the Bonds
for investment under the laws of such states and other jurisdictions and (ii) to continue such
qualifications in effect so long as required for the distribution of the Bonds (provided, however,
that the Issuer will not be required to qualify as a foreign corporation or to file any general or
special consents to service of process under the laws of any jurisdiction) and will advise the
Representative immediately of receipt by the Issuer of any notification with r•espect to the
suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat
of any proceeding for that purpose;
(m) The financial statements of, and other financial information regarding, the
Issuer in the Official Statement fairly present the financial position and results of the Issuer as of
the dates and for the periods therein set forth. Prior to the Closing, the Issuer will not take any
action within or under its control that will cause an adverse change of a material nature in such
financial position, results of operations or condition, financial or otherwise, of the Issuer. Except
as may be disclosed in the Ofiicial Statement, the Issuer is not a party to any litigation or other
proceeding pending or, to its knowledge, threatened which, if decided adversely to the Issuer,
would have a material adverse effect on the financial condition of the Issuer;
(n) Prior to the Closing and except as disclosed in the Official Statement, the
Issuer will not offer or issue any bonds, notes or other obligations for borrowed money or take
action to incur any material liabilities (other than in the ordinary course of business), direct or
contingent, relating to the Venue Project or payable from or secured by a pledge of the Pledged
Revenues or the 334 Revenues, without the prior approval of the Representative, such approval
not to be unreasonably withheld;
(o) Any certificate, signed by any official of the Issuer authorized to do so in
connection with the transactions described in this Agreement, shall be deemed a representation
and warranty by the Issuer to the Underwriters as to the statements made therein;
(p) Except as disclosed in the Official Statement, during the last five years, the
Issuer has complied in all material respects with all previous undertakings required pursuant to
the Rule; and
(q) The Issuer will timely acknowledge its receipt of each Disclosure Form
(defined herein) with the TEC (defined herein).
S. Representations, Warrantzes, and Covenants of the Unde�vriters.
Each Underwriter represents that it has submitted to the Issuer a notarized
disclosure of interested parties form (the "Disclosure Form"), which was completed and filed
with the Texas Ethics Commission (the "TEC") in accordance with the provisions of Section
2252.908, Texas Government Code, as amended, and the applicable rules adopted by the TEC
(found at 1 Tex. Admin. Code § 46.1 - 46.5). The Underwriters and the Issuer understand that
neither the Issuer nor its consultants have the ability to verify the information included in a
Disclosure Form, and neither the Issuer nor its consultants have an obligation, nor have
undertaken any responsibility, for advising the Underwriters with respect to the proper
completion of the Disclosure Form other than, with respect to the Issuer, providing the
identification number required for the completion of the Disclosure Form.
6. Closing.
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(a) At 10:00 a.m. Fort Worth, Texas time, on July 12, 2017, or at such other
time and date as shall have been mutually agreed upon by the Issuer and the Representative (the
"Closing" or "Closing Date"), the Issuer will, subject to the terms and conditions hereof, deliver
the Bonds to the Underwriters duly executed and authenticated, together with the other
documents her•einafter mentioned, and the Underwriters will, subject to the terms and conditions
hereof, accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 of
this Agreement by federal wire transfer payable in immediately available funds to the order of
the Issuer, or its designee. Payment for the Bonds as aforesaid shall be made at the offices of
McCall, Parkhurst & Horton L.L.P., Dallas, Texas, Co-Bond Counsel, or such other place as
shall have been mutually agreed upon by the Issuer and the Representative.
(b) It is anticipated that the definitive Bonds (replacing the cancelled initial
Bonds) shall be issued in the form of one typewritten or printed bond for each maturity,
registered in the name of Cede & Co., as the registered owner and nominee for The Depository
Trust Company, New York, New York ("DTC") in the same aggregate principal amount of the
Bonds. Delivery of the definitive Bonds as aforesaid shall be made at the place in New York,
New York, designated by DTC or to the Paying Agent/Registrar, acting on behalf of DTC. The
Issuer will have the opinion of Co-Bond Counsel attached to or printed on the Bonds. The
definitive Bonds shall be in fully registered form, bear proper CUSIP numbers, and be in
authorized denominations and registered in such names and in such amounts as the Underwriters
may request. The definitive Bonds shall be made available to the Underwriters for checking and
packaging not less than two full business days prior to the Closing. In lieu of the foregoing, such
Bonds shall be held in safe custody by the Paying Agent/Registrar. The Paying Agent/Registrar
shall release or authorize the release of such Bonds at the Closing from safe custody to the
Underwriters upon receipt by the Issuer of payment for the Bonds as provided herein. In addition,
the Issuer and the Underwriters agree that there shall be a preliminary Closing held at such place
as the Issuer and the Representative shall mutually agree, commencing at least 24 hours prior to
the Closing; provided, however, that such preliminary Closing shall not be required if Co-Bond
Counsel provides a complete transcript of proceedings acceptable to the Authorized
Representative relating to the Bonds to the co-counsel for the Underwriters at least 24 hours prior
to the Closing. Drafts of all documents to be delivered at the Closing shall be prepared and
distributed to the parties and their counsel for review at least two business days prior to the
Closing.
7. Closing Conditions. The Underwriters have entered into this Agreement in
reliance upon the representations, warranties, and agreements of the Issuer contained herein, and
in reliance upon the representations, warranties, and agreements to be contained in the documents
and instruments to be delivered at the Closing and upon the performance by the Issuer of its
obligations hereunder, both as of the date hereof and as of the Closing Date. Accordingly, the
Underwriters' obligations under this Agreement to purchase, to accept delivery of, and to pay for
the Bonds shall be conditioned upon the performance by the Issuer of its obligations to be
performed hereunder and under such documents and instruments at or prior to the Closing, and
shall also be subject to the following additional conditions, including the delivery by the Issuer of
such documents as are enumerated herein, in form and substance reasonably satisfactory to the
Representative (unless waived in writing by the Representative on behalf of the Underwriters):
10
(a) The representations and warranties of the Issuer contained herein shall be
true, complete and correct in all material respects on the date hereof and on and as of the Closing
Date, as if made on the Closing Date;
(b) The Issuer shall have performed and complied with all agreements and
conditions required by this Agreement to be performed or complied with by it prior to or at the
Closing;
(c) At the time of the Closing, (i) the Revenue Collection Authorization, the
Issuer pocuments and the Bonds shall be in full force and effect in the form heretofore approved
by the Representative and shall not have been amended, modified, or supplemented, and the
Official Statement shall not have been supplemented or amended, except in any such case as may
have been agreed to by the Representative and (ii) all actions of the Issuer required to be taken by
the Issuer shall be performed in order for Co-Bond Counsel to deliver their opinions referred to
hereafter;
(d) At the time of the Closing, ali official action of the Issuer relating to the
Revenue Collection Authorization, the Bonds, and the Issuer pocuments shali be in full force
and effect and shall not have been amended, modified, or supplemented;
(e) At or prior to the Closing, the Ordinance shall have been duly executed and
delivered by the Issuer and the Issuer shall have duly executed and delivered, and the Paying
Agent/Registrar shall have duly authenticated, the Bonds;
( fl At the time of the Closing, there shall not have occurred any change or any
development involving a change in the condition, financial or otherwise, or in the revenues or
operations of the Issuer, from that set forth in the Official Statement that in the reasonable
judgment of the Representative, is material and adverse and that makes it, in the reasonable
judgment of the Representative, impracticable to market the Bonds on the terms and in the
manner described in the Official Statement;
(g) The Issuer shall not have failed to pay principal or interest when due on any
of its outstanding obligations for borrowed money;
(h) All steps to be taken and all instruments and other documents to be executed
and all other legal matters in connection with the transactions described in this Agreement shall
be reasonably satisfactory in legal form and effect to the Representative;
(i) At or prior to the Closing, the Underwriters shall have received one copy of
each of the following documents:
(i) the Official Statement, and each supplement or amendment thereto,
if any, and the reports and audits referred to or appearing in the Official Statement,
together with the Official Statement in "designated electronic format";
(ii) the Revenue Collection Authorization and the Ordinance, with
such supplements or amendments as may have been agreed to by the Representative;
11
(iii) the opinion of Co-Bond Counsel with respect to the Bonds,
substantially in the form attached to the Official Statement, as well as authorization for
the Underwriters to rely on such opinion as though they were an addressee thereof (which
authorization may be included in the opinion of Co-Bond Counsel required to be
delivered pursuant to 7(i)(iv) below);
(iv) a supplemental opinion of Co-Bond Counsel addressed to the
Underwriters, substantially to the effect that:
(A) the Ordinance has been duly adopted, executed and
delivered and in full force and effect;
(B) the Bonds are exempt securities under the Securities Act of
1933, as amended (the "1933 AcP'), and the Trust Indenture Act of 1939, as
amended (the "Trust Indentui°e Act'� and it is not necessary, in connection with
the offering and sale of the Bonds, to register the Bonds under the 1933 Act or to
qualify the Ordinance under the Trust Indenture Act; and
(C) the statements and information contained in the
Official Statement under the captions "THE BONDS", "REGISTRATION,
TRANSFER, AND EXCHANGE" (except matters discussed under the subcaption
"Book-Entry-Only System", as to which no opinion is expressed), "SECURITY
FOR THE BONDS", "GENERAL TAX MATTERS", "TAX MATTERS
RELATED TO THE SERIES 2017A BONDS", "LEGAL INVESTMENTS AND
ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS", "CONTINUING
DISCLOSURE OF INFORMATION" (except matters discussed under the
subcaption "Compliance with Prior Undertakings", as to which no opinion is
expressed), "REGISTRATION AND QUALIFICATION OF BONDS FOR
SALE", and in Appendix C, "SELECTED PROVISIONS OF THE
ORDINANCE", fairly and accurately summarize the matters purported to be
summarized therein and with respect to the Bonds, such information conforms to
the Ordinance;
(v) an opinion of the City Attorney, dated as of the Closing Date, in
substantially the form attached hereto as Exhibit C;
(vi) an Opinion of Co-Counsel to the Underwriters, dated as of the
Closing Date, in substantially the form attached hereto as Exhibit D;
(vii) The approving opinion of the Attorney General and registration
certificate of the Comptroller of Public Accounts with respect to the Bonds;
(viii) A certificate, dated the Closing Date, of an Authorized Issuer
Representative to the effect that: (A) the representations and warranties of the Issuer
contained herein are true and correct in all material respects on and as of the Closing Date
as if made on the Closing Date; (B) no litigation or proceeding against it is pending or, to
such official's knowledge, threatened in any court or administrative body nor is there a
basis for litigation which would contest the right of the members or officials of the Issuer
12
to hold and exercise their respective positions, contest the due organization and valid
existence of the Issuer, contest the validity, due authorization, and execution of the
Bonds, the Revenue Collection Authorization, or the Issuer pocuments, or attempt to
limit, enjoin, or otherwise restrict or prevent the Issuer from functioning and from
collecting the Pledged Revenues and the 334 Revenues pledged to pay the principal of
and interest on the Bonds, or the pledge thereof; (C) the Revenue Collection
Authorization and the Ordinance have been duly adopted by the Issuer, are in fuli force
and effect, and have not been modified, amended, or repealed since the respective
adoption thereof by the City Council; (D) all agreements or conditions to be performed or
complied with by the City hereunder on or prior to the Closing Date have been performed
or complied with, (E) there has not been any materially adverse change or any
development involving a prospective change in the financial condition or otherwise of the
City since September 30, 2016, the latest date as of which audited financial information is
available; and (F) to such official's knowledge, no event affecting the Issuer has occurred
since the date of the Official Statement which should be disclosed in the Official
Statement for the purpose for which it is to be used or which it is necessary to disclose
therein in order to make the statements and information therein, in light of the
circumstances under which made, not misleading in any respect as of the time of Closing,
and the information contained in the Official Statement is correct in all material respects
and, as of the date of the Official Statement did not, and as of the Closing Date does not,
contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements made therein, in the light of the
circumstances under which they were made, not misleading;
(ix) A certificate of an appropriate official of the Issuer in form and
substance satisfactoiy to Co-Bond Counsel and co-counsel to the Underwriters setting
forth the facts, estimates, and circumstances in existence on the Closing Date, which
establish that it is not expected that the proceeds of the Bonds will be used in a manner
that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of
the Internal Revenue Code of 1986, as amended (the "Code") and any applicable
regulations (whether final, temporary or proposed) issued pursuant to the Code, and
certifying that to the best of such official's knowledge and belief, there are no other facts,
estimates, or circumstances that would materially change the conclusions, representations
and expectations contained in such certificate;
(x) to the extent not included as a part of the Revenue Collection
Authorization, Election proceedings (ordinance calling the Election and City action
canvassing the results of the Election) and evidence of compliance with other statutory
and administrative prerequisites that serve as a condition to the City's imposition and
collection of the Venue Taxes and use of the 334 Revenues;
(xi) to the extent not included as a part of the Revenue Collection
Authorization, evidence of compliance with statutory and administrative prerequisites
that serve as a condition to the City's receipt of the State PFZ Funds;
(xii) Evidence acceptable to the Representative that a debt service
reserve fund surety policy (the "Reserve Fund Policy") has been issued by the
Insurer, which Reserve Fund Policy (when combined with all other funds and surety
policies on deposit in the Tax-Exempt Bonds Debt Service Reserve Account) will be
13
sufficient to satisfy the "Reserve Requirement for the Series 2017A Bonds"
specified in the Ordinance, together with an opinion of counsel to the Insurer to the
effect that the Reserve Fund Policy represents a valid and binding obligation of the Insurer;
(xiii) Final, executed copies of the Project Documents.
(xiv) Evidence satisfactory to the Representative that the Bonds have
been rated "AA+" and "A1" by Fitch Ratings, Inc. and Moody's Investors Service, Inc.,
, respectively, without regard to credit
enhancement, and that such ratings are in effect as of the Closing Date; and
(xv) Additional legal opinions, certificates, instruments, and other
documents as the Representative, Co-Bond Counsel, or co-counsel to the Underwriters
may reasonably request to evidence the truth and accuracy, as of the date hereof and as of
the Closing Date, of the Issuer's representations and warranties contained herein and of
the statements and information contained in the Official Statement and the due
performance or satisfaction by the Issuer on or prior to the Closing Date of all the
respective agreements then to be performed and conditions then to be satisfied by the
Issuer.
All of the opinions, letters, certificates, instruments, and other documents mentioned
above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions
hereof if, but only if, they are in form and substance satisfactory to Co-Bond Counsel and the
Representative.
If the Issuer shall be unable to satisfy the conditions to the obligations of the
Underwriters to purchase, to accept delivery of, and to pay for the Bonds contained in this
Agreement, or if the obligations of the Underwriters to purchase, to accept delivery of, and to pay
for the Bonds shall be terminated for any reason permitted by this Agreement, this Agreement
shail terminate and neither the Underwriters nor the Issuer shall be under any further obligation
hereunder, except that the respective obligations of the Issuer and the Underwriters set forth in
Section 8 hereof shall continue in full force and effect.
8. Tef•mination. The Underwriters shall have the right to cancel their obligation to
purchase the Bonds if, between the date of this Agreement (as evidenced by a written notice from
the Representative to the Issuer terminating the obligation of the Underwriters to accept delivery
of and pay for the Bonds) and the Closing, the market price or marketability of the Bonds, or the
ability of the Underwriters to enforce for the sale, at the established offering prices (or yields) of
the Bonds by the Underwriters, shall be materially adversely affected, in the judgment of the
Representative, reasonably exercised, by the occurrence of any of the following:
(a) legislation shall be enacted by or introduced in the Congress of the United
States or recommended to the Congress for passage by the President of the United States, the
Treasury Department of the United States, or the Internal Revenue Service or any member of the
Congress or favorably reported for passage to either House of the Congress by any committee of
such House to which such legislation has been referred for consideration; a decision by a court of
the United States or the United States Tax Court shall be rendered, or an order, ruling, regulation
(final, temporary or proposed), press release, statement, or other form of notice by or on behalf of
the Treasury Department of the United States, the Internal Revenue Service, or other
governmental agency shall be made or proposed, the effect of any or all of which would be to
14
impose, directly or indirectly, federal income taxation upon revenues or other income of the
general character to be derived by the Issuer pursuant to the Ordinance, or upon interest received
on obligations of the genei•al character of the Bonds ol• upon the interest on the Bonds as
described in the Official Statement; or other action or events shall have transpired which may
have the purpose or effect, directly or indirectly, of changing the federal income tax
consequences of any of the transactions described herein;
(b) legislation introduced in or enacted (or resolution passed) by the Congress
or an order, decree, or injunction issued by any court of competent jurisdiction, or an order,
ruling, regulation (final, temporary, or proposed), press release, or other form of notice issued or
made by or on behalf of the SEC, or any other governmental agency having jurisdiction of the
subject matter, to the effect that obligations of the general character of the Bonds, including any
or all underlying arrangements, are not exempt from registration under or other requirements of
the 1933 Act, or that the Ordinance is not exempt from qualification under or other requirements
of the Trust Indenture Act, or that the issuance, offering, or sale of obligations of the general
character of the Bonds, including any or all underlying arrangements, as described herein or by
the Official Statement or otherwise, is or would be in violation of the federal securities law as
amended and then in effect;
(c) any state blue sky or securities commission or other governmental agency
or body in a state in which ten percent (10%) or more of the Bonds have been sold shall have
withheld registration, exemption, or clearance of the offering of the Bonds as described herein, or
issued a stop order or similar ruling relating thereto provided that such withholding or stop order
is not due to the malfeasance, misfeasance or nonfeasance of the Underwriters;
(d) a general suspension of trading in securities on the New York Stock
Exchange or any other national securities exchange, the establishment of minimum prices on
either such exchange, the establishment of material restrictions (not in force as of the date hereo fl
upon trading securities generally by any governmental authority or any national securities
exchange, or a general banking moratorium is declared by federal, State of New York, or State
officials authorized to do so;
(e) the New York Stock Exchange or other national securities exchange or any
governmental authority, shall impose, as to the Bonds or as to obligations of the general character
of the Bonds, any material restrictions not now in force, or increase materially those now in
force, with respect to the extension of credit by, or the charge to the net capital requirements of,
the Underwriters;
( fl any amendment to the federal or Texas Constitution or action by any
federal or Texas court, legislative body, regulatory body, or other authority materially adversely
affecting the tax status of the Issuer, its property, income securities (or interest thereon), or the
validity or enforceability of the pledge of any of the Pledged Revenues and 334 Revenues made
by the City to pay principal of and interest on the Bonds;
(g) any event occurring, or information becoming known which, in the
reasonable judgment of the Representative, makes untrue in any material respect any statement
or information (other than information pertaining to any of the Underwriters contained under the
caption "IJNDERWRITING") contained in the Official Statement, or has the effect that the
Official Statement contains any untrue statement of material fact or omits to state a material fact
15
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(h) there shall have occurred since the date of this Agreement any materially
adverse change in the affairs or financial condition of the Issuer except for changes which the
Official Statement discloses are expected to occur;
(i) there shall have occurred (whether or not foreseeable) any (a) new material
outbreak of hostilities (including, without limitation, an act of terrorism) or (b) new material
other national or international calamity or crisis including, but not limited to, an escalation of
hostilities that existed prior to the date hereof, or (c) material financial crisis or adverse change in
the financial or economic conditions affecting the United States government or the securities
markets in the United States;
(j) any fact or event shall exist or have existed that, in the Representative's
reasonable judgment, requires or has required an amendment of or supplement to the O�cial
Statement and no amendment or supplement is made as described in Section 3(d) hereof;
(k) there shall have occurred (A) any downgrading, or any notice shall have
been given of (i) any intended or potential downgrading or (ii) any review or possible action that
reflects a negative change in the rating accorded any of the Issuer's obligations that are secured in
a like manner as the Bonds (including the rating to be accorded the Bonds) or (B) the claims
paying ability of the Insurer has been downgraded or placed on credit surveillance or review for
possible downgrade by any nationaliy recognized rating service or agency;
(1) the purchase of and payment for the Bonds by the Underwriters, or the
resale of the Bonds by the Underwriters, on the terms and conditions herein provided shall be
prohibited by any applicable law, governmental authority, board, agency, or commission which
prohibition shall occur subsequent to the date hereof, and is not the result of the Underwriters'
acts or failure to act; or
(m) a material disruption in commercial banking, securities settlement, or
clearance services in the United States shall have occurred.
With respect to the conditions described in subparagraphs (e) and ( fl above, such
subsection shall not apply to any current, pending or proposed law, regulation or restriction as of
the date of execution of this Agreement which would permit the Underwriters to invoke their
termination rights hereunder.
If the City shall be unable to satisfy the conditions to the obligations of the Underwriters
to purchase, to accept delivery of, and to pay for the Bonds contained in this Agreement, or if the
obligations of the Underwriters to purchase, to accept delivery of, and to pay for the Bonds shall
be terminated for any reason permitted by this Agreement, this Agreement shall terminate and be
of no further force or effect, and neither the Underwriters nor the City shall be under further
obligation hereunder, except that the respective obligations of the City and the Underwriters set
forth in Section 1 with respect to the Check and Sections 9, 11, 13, 20, and 21 hereof shall
�
continue in full force and effect. In addition, the City shall promptly return the corporate check
of the Representative delivered to the City pursuant to Section 1 hereof.
Expenses.
(a) The Underwriters shall be under no obligation to pay, and the Issuer shall
pay, any expenses incident to the performance of the Issuer's obligations hereunder, including,
but not limited to: (i) the cost of preparation and printing of the Bonds; (ii) the fees and
disbursements of Co-Bond Counsel; (iii) the fees and disbursements of the Co-Financial
Advisors to the Issuer; (iv) the fees and disbursements of any other engineers, accountants, and
other experts, consultants, or advisers retained by the Issuer; (v) the fees for bond ratings and any
bond insurance or debt service reserve surety fees or premiums and (vi) any expenses (included
in the expense component of the Underwriters' discount) incurred by the Underwriters on behalf
of the Issuer in connection with the marketing, issuance and delivery of the Bonds, including, but
not limited to, meals, transportation, lodging, and entertainment of the Issuer's employees and
representatives.
(b) The Underwriters shall pay (i) the cost of preparation and printing of this
Agreement and the Blue Sky Survey; (ii) all advertising expenses in connection with the public
offering of the Bonds; and (iii) all other expenses incurred by them in connection with the public
offering of the Bonds, including the fees and disbursements of co-counsel retained by the
Underwriters.
10. Notices. Any notice or other communication to be given to the Issuer under this
Agreement may be given by delivering the same in writing at City of Fort Worth, Texas, 200
Texas Street, Fort Worth, Texas 76102, Attention: Chief Financial Officer, and any notice or
other communication to be given to the Underwriters under this Agreement may be given by
delivering the same in writing to J.P. Morgan Securities LLC, 2200 Ross Avenue, Floor 3,
Dallas, Texas 75201, Attention: Doug Hartman.
11. Parties in Interest. This Agreement as heretofore specified shall constitute the
entire agreement between us and is made solely for the benefit of the Issuer and the Underwriters
(including successors or assigns of the Underwriters) and no other person shall acquire or have
any right hereunder or by virtue hereof. This Agreement may not be assigned by the Issuer. This
Agreement may not be assigned by the Representative without the prior written consent of the
Issuer. All of the Issuer's representations, warranties, and agreements contained in this
Agreement shall remain operative and in full force and effect, regardless of (a) any investigations
made by or on behalf of any of the Underwriters; (b) deliver�y of and payment for the Bonds
pursuant to this Agreement; and (c) any termination of this Agreement.
12. Status of the Unde��rvriters. The City acknowledges and agrees that (i) the
transaction described in this Agreement is an arm's length transaction between the City and the
Underwriters; (ii) the Underwriters, each as an underwriter, has financial and other interests that
differ fi•om those of the City; (iii) each Underwriter is acting solely as a principal and the
Underwriters are not acting as municipal advisors, financial advisors or fiduciaries to the City,
(iv) the Underwriters have not assumed any advisory or fiduciary responsibility to the City with
respect to the transaction described herein and the discussions, undertakings and procedures
leading thereto irrespective of whether the Underwriters have provided or are currently providing
other services to the City on other matters; (v) the only obligations the Underwriters have to the
City with respect to the transaction described herein expressly are set forth in this Agreement;
17
and (vi) the Underwriters have provided to the City prior disclosures under Rule G-17 of the
MSRB, which have been received by the City. The City represents that it has consulted its own
financial, municipal, legal, accounting, tax and/or other advisors, as applicable, to the extent it
deems appropriate.
13. Sasrvival of Representations. All representations and warranties of the City
hereunder or in any certificate delivered pursuant hereto shall remain operative and in full force
and effect, regardless of any investigation made by or on behalf of the Underwriters, and shall
survive the delivery of and payment for the Bonds and any termination of this Agreement by the
Underwriters pursuant to the terms hereof.
14. Effectiveness. This Agreement shall become effective upon the acceptance hereof
by the Issuer and shall be valid and enforceable at the time of such acceptance.
15. Choice of Law. This Agreement shall be governed by and construed in
accordance with the law of the State of Texas.
16. Severability. If any provision of this Agreement shall be held or deemed to be or
shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any
jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any
constitution, statute, rule of public policy, or any other reason, such circumstances shall not have
the effect of rendering the provision in question invalid, inoperative or unenforceable in any
other case or circumstance, or of rendering any other provision or provisions of this Agreement
invalid, inoperative or unenforceable to any extent whatever.
17. Business Day. For purposes of this Agreement, "business day" means any day on
which the New York Stock Exchange is open for trading.
18. Section Headings. Section headings have been inserted in this Agreement as a
matter of convenience of reference only, and it is agreed that such section headings are not a part
of this Agreement and will not be used in the interpretation of any provisions of this Agreement.
19. Counterparts. This Agreement may be executed in several counterparts each of
which shall be regarded as an original (with the same effect as if the signatures thereto and hereto
were upon the same document) and all of which shall constitute one and the same document.
20. No Personal Liabiliry. None of the members of the City Council of the Issuer, nor
any officer, agent, or employee of the Issuer, shall be charged personally by the Underwriters
with any liability, or be held liable to the Underwriters under any term or provision of this
Agreement, or because of execution or attempted executing, or because of any breach or
attempted or alleged breach, of this Agreement or any other document relating to the Bonds.
21. Entire Agreement. This Agreement represents the entire agreement between the
Issuer and the Underwriters with respect to the preparation of the Preliminary Official Statement
and the Official Statement, the conduct of the offering of the Bonds for sale, and the purchase
and sale of the Bonds.
If you agree with the foregoing, please sign the enclosed counterpart of this Agreement and
return it to the Underwriters. This Agreement shall become a binding agreement between you
18
and the Underwriters when at least the counterpart of this letter shall have been signed by or on
behalf of each of the parties hereto.
jNext page is Signatasre PageJ
19
Very truly yours,
J.P. MORGAN SECURITIES LLC on its behalf and
on behalf of the Undet�writers listed in Schedule I
By:
Doug Hartman, Executive Director
REPRESENTATIVE'S SIGNATURE PAGE TO BOND PURCHASE AGREEMENT
FOR THE CITY OF FORT WORTH, TEXAS SPECIAL TAX REVENUE BONDS, SERIES 2017A
Accepted and agreed to on the date first set forth above, at .m.
CITY OF FORT WORTH, TEXAS
By:
Authorized Issuer Representative
CITY'S SIGNATURE PAGE TO BOND PURCHASE AGREEMENT
FOR THE CITY OF FORT WORTH SPECIAL TAX REVENUE BONDS, SERIES 2017A
SCHEDULEI
Underwriters
Senior Mana�er
J.P. Morgan Securities LLC
Co-Mana e�rs
Citigroup Global Markets Inc.
Loop Capital Markets LLC
Wells Fargo Bank, N.A.
SCHEDULE II
INITIAL OFFERING PRICE
EXHIBIT A
ISSUE PRICE CERTIFICATE
ISSUE PRICE CERTIFICATE
The undersigned, as the duly authorized representative of J.P. Morgan Securities LLC ("Representative"),
on behalf of itself and members (each a"Member") of the underwriting group listed in the Bond Purchase
Agceement for the Bonds (together, "Syndicate"), with respect to the Special Tax Revenue Bonds, Series
2017A issued by the City of Fort Wor�th, Texas ("Issuet•") in the principal anlount of $84,835,000
("Bonds"), hereby certifies, based on its records and information, as follows:
The first price at which at least ten percent ("Substantial Amount") of the principal amount of
each maturity of the Bonds having the same credit and payment terms (a "Maturity") was sold to a person
(including an individual, trust, estate, partnership, association, company, or corporation) other than an
Underwriter (the "Public") is set forth in the final Official Statement relating to the Bonds.
A copy of the pricing wire or equivalent communication for the Bonds is attached to this
Certificate as Schedule A.
For pw•poses of this Issue Price Certificate, the term "Underwritei•" means (1) (i) a person that
agees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting
syndicate) to participate in the initial sale of the Bonds to the Public, or (ii) any person that agrees
pursuant to a written contract directly or indirectly with a person described in clause (1)(i) of this
paragraph (including a member of a selling group or a party to a retail distribution agreement participating
in the initial sale of the Bonds to the Public) to participate in the initial sale of the Bonds to the Public,
and (2) any person who has more than 50% common ownership, directly or indirectly, with a person
described in clause (1) ofthis paragraph.
[Signature Page FollotivsJ
The undersigned understands that the foregoing information will be relied upon by the Issuer with
respect to certain of the representations set forth in the Federal T� Certificate and with respect to
compliance with the federal income tax rules affecting the Bonds, and by McCall, Parkhurst & Horton
L.L.P, and Kelly Hart & Hallman LLP in connection with rendering their opinion that the interest on the
Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal
Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from
time to time relating to the Bonds. Notwithstanding anything set forth herein, the Representative is not
engaged in the practice of law and makes no representation as to the legal sufficiency of the factual
matters set forth herein.
EXECUTED and DELIVERED as of this July 12, 2017.
J.P. MORGAN SECURITIES LLC,
as Representative
By:
Name:
SCHEDULE A
PRICING WIItE OR EQUIVALENT COMMiJNICATION
(Attachet�
EXHIBIT B
PRELIMINARY OFFICIAL STATEMENT
EXHIBIT C
OPINION OF THE CITY ATTORNEY
[LETTERHEAD OF THE CITY ATTORNEY]
July 12, 2017
J.P. Morgan Securities LLC
as the authorized representative of
a group of underwriters
2200 Ross Avenue - Floor 3
Dallas, Texas 75201
McCall, Parkhurst & Horton L.L.P.
717 North Harwood, Suite 900
Dallas, Texas 75201
Kelly Hart & Hallman LLP
201 Main Street, Suite 2500
Fort Worth, Texas 76102
Norton Rose Fulbright US LLP
300 Convent Street, Suite 2100
San Antonio, Texas 78205
West & Associates, LLP
320 South R.L. Thornton Freeway
Suite 300
Dallas, Texas 75203
Re: $ City of Fort Worth, Texas Special Tax Revenue Bonds, Series 2017A
Ladies and Gentlemen:
I am the City Attorney to the City of Fort Worth, Texas (the "City") and have acted as such in
connection with the issuance of the captioned series of bonds (the `Bonds") pursuant to an
ordinance duly adopted by the City Council of the City on June 6, 2017 (the `Bond Ot•dinance").
Capitalized terms not otherwise defined in this letter have the meanings assigned in the
hereinafter-defined Agreement.
In my capacity as City Attorney to the City, I or my designated attorneys have reviewed the
following:
1. The Bond Ordinance and the Revenue Collection Authorization, as adopted by the
City Council;
2. An executed counterpart of the Bond Purchase Agreement relating to the sale of
the Bonds, dated June 20, 2017 (the "Agreement"), by and between the City and the
Underwriters named in such Agreement;
3.
3. A conformed copy of the Official Statement, dated June 20, 2017 (the "Official
Statement"); and
4. 4. Chapter 351, as amended, Texas Tax Code, Chapter 22, as amended,
Texas Transportation Code, Chapter 334, as amended, Texas Local Government Code,
and Chapter 1371, as amended, Texas Government Code (collectively, the "Act"), the
City's Home Rule Charter, and such other provisions of the Constitution and general laws
of the State of Texas and the United States of America as I believe necessary to enable
me to render the opinions herein contained.
In addition, I, or my designated attorneys, have reviewed such other agreements, documents,
certificates, opinions, letters and other instruments as deemed necessary, in rendering the
opinions set forth below. In making my review, I, or my designated attorneys, have assumed the
authenticity of all documents and agreements submitted to me as originals, conformity to the
originals of all documents and agreements submitted to me as certified or photostatic copies, the
authenticity of the originals of such latter documents and agreements, and the accuracy of the
statements contained in such documents.
Based upon the foregoing, it is my opinion that:
1. The City has duly adopted and enacted the Bond Ordinance and the Revenue
Collection Authorization in accordance with the applicable provisions of the Act and
other applicable Texas law; the City has full legal right, power and authority to enter into
the Agreement, and to issue, sell and deliver the Bonds to the Underwriters as provided in
such Agreement; the City has duly authorized and approved the execution and the
delivery of, and the performance by the City of the obligations contained in, the Bonds,
the Agreement, and the Bond Ordinance, and all other transactions described in the
Official Statement; the City has complied with, and is in compliance with Texas law in
all respects regarding the sale, issuance and delivery of the Bonds, including the
provisions relating to its obligations under the Act, Revenue Collection Authorization,
the Bond Ordinance, the Bonds, and the Agreement, and assuming the due authorization,
execution, and delivery by the other contracting parties to the Agreement, the Agreement,
the Revenue Collection Authorization, and the Bond Ordinance constitute valid, legal and
binding agreements of the City, enforceable in accordance with their respective terms,
subject (as applicable) to principles of governmental immunity and bankruptcy,
insolvency, reorganization or other laws relating to or affecting the rights of creditors
generally and general equitable principles;
2. The City is a body politic and corparate, duly incorporated and existing under the
laws of the State of Texas, is a political subdivision thereof, and has good right and
lawful authority to own (and contract with the Arena Group to develop, operate, maintain
and improve) the Venue Project and to impose, collect, and apply the Pledged Revenues
and the 334 Revenues in the manner specified in the Revenue Collection Authorization
and as required by the Bond Ordinance, and to perform all of its obligations under the
Bond Ordinance and the Revenue Collection Authorization;
3. Except for permits and similar authorizations under the securities or blue sky laws
of certain jurisdictions, no consent, waiver or any other action of any person, board or
body, public or private, is required as of the date hereof for the City to adopt and/or
implement the provisions of the Revenue Collection Authorization and Bond Ordinance,
or issue the Bonds, or to enter into the Agreement, or to perform its obligations under any
of the foregoing other than those which have been duly and validly obtained and are in
full force and effect;
4. Based on reasonable inquiry made of the responsible City employees and public
officials, the City is not, to the best of my knowledge, in material breach of or in default
under any applicable constitutional provision, law or administrative regulation of the
State of Texas or the United States relating to the collection and use of Pledged Reveunes
or the 334 Revenues in the manner provided in the Bond Ordinance and described in the
Official Statement, or any applicable judgment or decree or any trust agreement, loan
agreement, bond, note, resolution, ordinance, agreement or other instrument to which the
City is a party or is otherwise subject and, to the best of my knowledge after due inquiry,
no event has occurred and is continuing which, with the passage of time or the giving of
notice, or both, would constitute such a default by the City under any of the foregoing;
and the execution and delivery of the Bonds and the Agreement, and the adoption of the
Revenue Collection Authorization and the Bond Ordinance and compliance with the
provisions of each of such agreements or instruments do not conflict with or constitute a
material breach of or default under any applicable constitutional provision, law or
administrative regulation of the State of Texas or the United States or any applicable
judgment or decree or, to the best of my knowledge, any trust agreement, loan agreement,
bond, note, resolution, ordinance, agreement or other instrument to which the City is a
party or is otherwise subject; and
5. Except as disclosed in the Official Statement, no litigation is pending, or, to my
knowledge, threatened, in any court (a) in any way challenging the titles of the Mayor or
any of the other members of the City Council of the City to their respective offices, or (b)
seeking to restrain or enjoin the issuance or delivery of any of the Bonds, or the
collection of a material amount of revenues pledged or to be pledged to pay the principal
of and interest on the Bonds, or in any way contesting or affecting the validity or
enforceability of the Bonds, Revenue Collection Authorization, the Bond Ordinance, the
Agreement, or the collection of a material amount of Pledged Revenues or 334 Revenues
or the pledge thereof made under the Bond Ordinance as security for the Bonds, or
contesting the powers of the City or any authority for the issuance of the Bonds, or the
adoption of the Revenue Collection Authorization or the Bond Ordinance, or contesting
or affecting in any way the ability of the City to impose and collect or receive, as
applicable, any of the Pledged Revenues or the 334 Revenues, except as disclosed in the
Official Statement.
6. The information in the Official Statement under the captions or sub-captions (as
the case may be) "THE VENLJE PROJECT" and "SPECIAL LEGISLATION AND
VENtTE PROJECT ELECTION", fairly and accurately summarizes or represents the
matters presented therein, and, insofar as such information relates to matters of law, is
true and correct. In addition, without having undertaken to determine independently the
accuracy and completeness of the statements contained in the Official Statement, nothing
has come to my attention which would lead me to believe that the balance of the
information included in the Official Statement (excluding therefrom the financial and
statistical data and forecasts included therein) contains any untrue statement of a material
fact or omits to state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.
The opinions herein are expressed as of the date hereof. I consent to the reference to this opinion
in the Official Statement.
Very truly yours,
Sarah Fullenwider
City Attorney for the City of Fort Worth, Texas
EXHIBIT D
OPINION OF CO-COUNSEL TO THE UNDERWRITERS
[LETTERHEAD OF THE CO-i1NDERWRITERS' COLTNSEL]
July 12, 2017
J.P. Morgan Securities LLC
as the authorized representative
of a group of Underwriters
2200 Ross Avenue - Flr. 3
Dallas, Texas 75201
Ladies and Gentlemen:
We have acted as your co-counsel in connection with the purchase by you on this date of
$ aggregate original principal amount of City of Fort Worth, Texas Special Tax
Revenue Bonds, Series 2017A (the "Bonds"), putsuant to a Bond Purchase Agreement, dated
June 20, 2017 (the "Agreement") between you and the City of Fort Worth, Texas (the "City").
This opinion is being furnished to you pursuant to Section 7(i)(vi) of the Purchase Contract.
Unless otherwise expressly provided herein, capitalized terms used in this opinion shall have the
meanings ascribed to them in the Agreement.
We have examined a printed copy of the Preliminary Official Statement and the Official
Statement and executed copies of the Ordinance and the Paying Agent/Registrar Agreement, and
we have examined and rely upon the certificates and opinions referred to in Section 7(i) of the
Purchase Contract.
In our examination, we have assumed the authenticity of all documents submitted to us as
originals, the conformity to original copies of all documents submitted to us as certified or
photostatic copies, the authenticity of the originals of such latter documents, and the accuracy of
the statements contained in such certificates.
Based upon the foregoing, and subject to the qualifications and exceptions hereinafter set forth,
we are of the opinion that under applicable laws of the United States of America and the State of
Texas in force and effect on the date hereof:
1. The Bonds are exempted securities within the meaning of the Securities Act of
1933, as amended, and it is not necessary in connection with the offer and sale of the Bonds to
the public to register the Bonds under the Securities Act of 1933, as amended, or to qualify the
Bonds, the Ordinance, or any other instrument or document under the Trust Indenture Act of
1939, as amended. We express no opinion as to any requirements as to the registration of any
other security or qualification of any other instrument under such Acts.
2. We have not verified the information contained in the Official Statement.
However, as your co-counsel we have participated in discussions with respect to the Official
Statement with representatives of the City, FirstSouthwest, a Division of Hilltop Securities Inc.
and Estrada Hinojosa & Company, Inc., co-financial advisors to the City, McCall, Parkhurst &
Horton L.L.P. and Kelly Hart & Hallman LLP, co-bond counsel to the City, and you, and, as
stated above, we have reviewed the Official Statement. In the course of such discussions and
review, nothing has come to our attention which leads us to believe that the Official Statement
(except with respect to the information relating to The Depository Trust Company and its Book-
Entry-Only System, financial statements and other financial and statistical data included therein
and in the Appendices thereto, including but not limited to the financial statements appearing in
Appendix B thereto, as to which we have not been requested to express a view and as to which
we express no view) contains any untrue statement of a material fact or omits to state a material
fact necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading.
In addition, based upon (i) our understanding of Rule 15c2-12 of the United States Securities and
Exchange Commission (the Rule) and interpretive guidance published by the United States
Securities and Exchange Commission relating thereto; (ii) our review of the continuing
disclosure undertaking of the City contained in the Ordinance; and (iii) the inclusion in the
Official Statement of a description of the specifics of such undertaking, and in reliance on the
opinion of Co-Bond Counsel that the Ordinance has been duly adopted by the City and
constitutes a valid and legally binding obligation of the City enforceable in accordance with its
terms, we have no reason to believe that such undertaking does not meet the requirements of
paragraph (b)(5)(i) of the Rule and, accordingly, we advise you that such undertaking provides a
suitable basis for you, as the Underwriters, and any other broker, dealer, or municipal securities
dealer acting as a Participating Underwriter (as defined in the Rule) in connection with the
offering of the Bonds, to make a reasonable determination that the City has met the qualifications
of paragraph (b)(5)(i) of the Rule.
In addition to the limitations set forth in the preceding paragraphs, we have not been requested to
review, nor have we reviewed, any records or contracts of the City or the basis for any
representations made by representatives of the City, and the foregoing is subject to the material,
statements, and other data contained in the records or contracts of the City and any such
representations, to the extent they are reflected in the Official Statement, not containing any
untrue statement of a material fact or omitting to state a material fact necessary to make the
statements contained in the Offcial Statement, in light of the circumstances under which they
were made, not misleading.
We express no opinion and make no comment with respect to the sufficiency of the security for
or the marketability of the Bonds.
This legal opinion expresses the professional judgment of these firms as to the legal issues
explicitly addressed herein. In rendering a legal opinion, we do not become an insurer or
guarantor of that expression of professional judgment, of the transaction opined upon, or of the
future performance of the parties to the transaction; nor does the rendering of our opinion
guarantee the outcome of any legal dispute that may arise out of the transaction.
This opinion is furnished solely for your benefit and may be relied upon only by the addressees
hereof or anyone to whom specific permission is given in writing by us.
Very truly yours,
Norton Rose Fulbright US LLP
West & Associates, LLP
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
I, Maiy J. Kayser, City Secretary of the City of Fort Worth, in the State of Texas, do
hereby cei-tify 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 June
6, 2017, and of the ordinance authorizing the issuance of Special Tax Revenue Bonds, Series
2017A, which was duly passed at said meeting, and that said copy is a true and coi7ect copy of
said excerpt and the whole of said ordinance. Said meeting 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.
In testimony wl�ereof, I ve set my hand and have hei•eunto affixed the seal of said City
of Fort Worth, this � day of �� �',; l:�-� 2017. —�
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City of Fort Worth, Texas