HomeMy WebLinkAbout(0085) ORDINANCE - Fifty-Eighth Supplemental Bond OrdinanceDALLAS FORT WORTH INTERNATIONAL AIRPORT
FIFTY-EIGHTH SUPPLEMENTAL CONCURRENT BOND ORDINANCE
Passed concurrently by the City Councils of the Cities of Dallas and Fort Worth, Texas
Authorizing One or More Series of
DALLAS FORT WORTH INTERNATIONAL AIRPORT
JOINT REVENUE BONDS
Passed by the City Council of the City of Dallas , 2020
Passed by the City Council of the City of Fort Worth 92020
Effective 12020
TABLE OF CONTENTS
Page
Preambles...................................................................................................................................................... 1
ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS....................................2
Section1.1 Short Title................................................................................................................2
Section1.2 Definitions................................................................................................................2
Section 1.3 Table of Contents, Titles and Headings...................................................................4
Section1.4 Interpretation............................................................................................................4
Section 1.5 Declarations and Additional Rights and Limitations Under Master Bond
Ordinance................................................................................................................. 5
ARTICLE II PURPOSES, PLEDGE AND SECURITY FOR BONDS.........................................6
Section 2.1 Purposes of Ordinance.............................................................................................6
Section 2.2 Pledge, Security for, Sources of Payment of Bonds................................................6
ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING
THEBONDS........................................................................................................7
Section3.1 Authorization...........................................................................................................7
Section 3.2 Initial Date, Denominations, Number, Maturity, Initial Registered Owner,
Characteristics of the Initial Bond and Expiration Date of Delegation ...................7
Section 3.3 Medium, Method and Place of Payment................................................................10
Section3.4 Ownership.............................................................................................................. I I
Section 3.5 Registration, Transfer and Exchange..................................................................... I I
Section 3.6 Cancellation and Authentication............................................................................12
Section 3.7 Temporary Bonds...................................................................................................12
Section 3.8 Replacement Bonds...............................................................................................13
Section 3.9 Book -Entry Only System.......................................................................................13
Section 3.10 Successor Securities Depository............................................................................14
Section 3.11 Payments to Cede & Co.........................................................................................15
ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY............................................15
Section 4.1 Limitation on Redemption.....................................................................................15
Section 4.2 Optional Redemption.............................................................................................15
Section 4.3 Partial Redemption.................................................................................................15
Section 4.4 Mandatory Redemption of Certain Bonds.............................................................15
Section 4.5 Notice of Redemption to Holders..........................................................................16
Section 4.6 Conditional Notice of Redemption........................................................................16
Section 4.7 Payment Upon Redemption...................................................................................16
Section 4.8 Effect of Redemption.............................................................................................17
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ARTICLE V PAYING AGENT/REGISTRAR.............................................................................17
Section 5.1 Appointment of Initial Paying A eg nt/Re i�.....................................................17
Section5.2 Qualifications.........................................................................................................17
Section 5.3 Maintaining Paying Agent/Registrar .....................................................................17
Section5.4 Termination............................................................................................................17
Section 5.5 Notice of Change...................................................................................................17
Section 5.6 Agreement to Perform Duties and Functions.........................................................18
Section 5.7 Delivery of Records to Successor..........................................................................18
ARTICLE VI FORM OF THE BONDS........................................................................................18
Section 6.1 Form Generally......................................................................................................18
Section6.2 Form of Bond.........................................................................................................18
Section 6.3 CUSIP Registration................................................................................................27
Section6.4 Legal _ Opinion........................................................................................................27
ARTICLE VII EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF
BONDS AND RELATED DOCUMENTS........................................................27
Section 7.1
Method of Execution, Delivery of Initial Bond.....................................................27
Section 7.2
Approval and Registration.....................................................................................28
Section 7.3
TEFRA Approval...................................................................................................28
Section 7.4
Approval of Credit Agreements.............................................................................28
Section 7.5
Official Statement..................................................................................................28
Section 7.6
Attorney General Modification..............................................................................28
Section 7.7
Further Action........................................................................................................29
Section 7.8
Refunding and Redemption of Refunded Bonds...................................................29
ARTICLE VIII GENERAL PROVISIONS...................................................................................29
Section 8.1
Deposit and Uses of Bond Proceeds......................................................................29
Section 8.2
Payment of the Bonds............................................................................................29
Section 8.3
Representations and Covenants.............................................................................29
Section 8.4
General Tax Covenant Regarding Tax-Exemption................................................30
Section 8.5
Use of Proceeds of Non-PAB Bonds.....................................................................30
Section 8.6
Use of Proceeds Regarding PAB Bonds................................................................30
Section 8.7
No Federal Guarantee............................................................................................31
Section8.8
No Arbitrage..........................................................................................................31
Section 8.9
Record Retention...................................................................................................32
Section 8.10
Disposition of Project............................................................................................33
Section 8.11
Bond Insurance......................................................................................................33
Section 8.12
Issuance of Taxable Bonds....................................................................................33
ARTICLE IX REPEAL, SEVERABILITY, AND EFFECTIVE DATE......................................34
Section 9.1 Ordinance Irrepealable...........................................................................................34
Section9.2 Severability............................................................................................................34
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Section 9.3 Effective Date................................................................
Signatures................................................................................................................................ .
iii
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CITY OF DALLAS ORDINANCE NO.
CITY OF FORT WORTH ORDINANCE NO.
FIFTY-EIGHTH SUPPLEMENTAL CONCURRENT BOND ORDINANCE
AUTHORIZING ONE OR MORE SERIES OF DALLAS FORT WORTH
INTERNATIONAL AIRPORT JOINT REVENUE BONDS, FOR LAWFUL
PURPOSES; PROVIDING THE SECURITY THEREFORE; PROVIDING FOR
THE SALE, EXECUTION AND DELIVERY THEREOF SUBJECT TO CERTAIN
PARAMETERS; AND PROVIDING OTHER TERMS, PROVISIONS AND
COVENANTS WITH RESPECT THERETO
WHEREAS, prior to the adoption of this ordinance (herein defined and cited as the "Fifty -
Eighth Supplemental Concurrent Bond Ordinance" or as the or this "Ordinance"), the City Councils
of the Cities of Dallas and Fort Worth, Texas (the "Cities") passed the Master Bond Ordinance
relating to the Dallas Fort Worth International Airport (the "Airport"); and
WHEREAS, the Master Bond Ordinance constitutes the controlling bond ordinance of
the Cities that relates to the financing of the Airport and (i) prescribes the terms and conditions
upon the basis of which the Additional Obligations, Credit Agreements, and Parity Credit
Agreement Obligations may be issued and executed, and (ii) provides and establishes the pledge,
security, and liens securing the Cities' special obligations to pay when due the Outstanding
Obligations, any Parity Credit Agreement Obligations, and any Additional Obligations; and
WHEREAS, the City Councils of the Cities of Dallas and Fort Worth, on August 28, 2019
and September 10, 2019, respectively, concurrently adopted the Fifty -Sixth Supplemental Concurrent
Bond Ordinance authorizing the issuance of the Dallas Fort Worth International Airport
Subordinate Lien Commercial Paper Notes, Series I (the "Series I Notes" or "Refunded Bond
Candidates"), as may be outstanding from time to time; and
WHEREAS, each City Council hereby finds and determines that the refunding of all or a portion
of the outstanding maturities of the Refunded Bond Candidate is in the best interests of the Cities; and
WHEREAS, each City Council hereby finds and determines that because it is not possible to
determine the amount by which the aggregate amount of payments to be made under the Bonds is
lesser or greater than the aggregate amount of payments that would have been made under the terms of
the Refunded Bonds such amount will be specified in the Officer's Pricing Certificate; and
WHEREAS, the issuance of the Bonds is in the best interest of the Cities; and
WHEREAS, pursuant to Sections 8.3 and 8.4 of the Master Bond Ordinance, the "Outstanding
Ordinances" (as defined in the Master Bond Ordinance) and the Master Bond Ordinance may be amended
with the consent of the holders of more than a majority of the combined principal amount of the
Obligations then outstanding at the time of the effective date of any amendments and each Credit
Provider, if applicable, or, pursuant to Section 8.4(b) of the Master Bond Ordinance, if the amendments
are approved by Insurers and such other Credit Providers as applicable (all such capitalized terms having
the respective meanings defined in the Master Bond Ordinance); and
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WHEREAS, the City Council of each of the Cities has heretofore approved a new Fifty -Third
Concurrent Bond Ordinance, effective May 22, 2019 (the "Fifty -Third Supplement") as an amendment to
the Master Bond Ordinance, such Fifty -Third Supplement to be effective immediately upon the receipt of
the requisite consents referenced therein; and
WHEREAS, all of the holders of the Bonds issued pursuant to this Ordinance are hereby deemed
by the purchase of such Bonds to have irrevocably consented to the Fifty -Third Supplement; and
WHEREAS, each City Council finds and determines that the meeting at which this
Ordinance was adopted was open to the public, and public notice of the time, place and subject
matter of the public business to be considered and acted upon at said meeting, including this
Ordinance, was given, all as required by Applicable Law; and
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
DALLAS:
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH:
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.1 Short Title. This Ordinance may hereafter be cited in other documents and
without further description as the "Fifty -Eighth Supplemental Concurrent Bond Ordinance."
Section 1.2 Definitions. The capitalized terms used herein, including in the preambles
hereto, that are not otherwise defined herein shall have the same meanings and definitions as are applied
to such terms, respectively, in, or incorporated into, the Master Bond Ordinance. Additionally, unless
otherwise expressly provided or unless the context clearly requires otherwise, the following additional
terms shall have the respective meanings specified below:
Authorized Officer — means each of the Chief Executive Officer, the Executive Vice
President, Chief Financial Officer, or the Vice President of Treasury Management of the Board, each
acting singly, and, in the event any of such positions is renamed or otherwise reorganized, including any
person holding or exercising the duties of any comparable position.
Bond - means any of the Bonds.
Bond Date - means the date of such Bonds as designated in the Officer's Pricing
Certificate.
Bonds - mean the bonds described in Section 3.1 as such series and titles are authorized
by separate Officer's Pricing Certificates.
Closing Date - means the dates on which each series of Bonds are actually delivered to
and paid for by the Purchaser.
Code — means the Internal Revenue Code of 1986, as amended.
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Designated Payment/Transfer Office - means (i) with respect to the initial Paying
Agent/Registrar named herein, its office in Dallas, Texas, or such other location as may be designated by
the Paying Agent/Registrar, and (ii) with respect to any successor Paying Agent/Registrar, the office of
such successor designated and located as may be agreed upon by the Cities and such successor.
DTC - means The Depository Trust Company of New York, New York, or any successor
securities depository.
DTC Participant - means brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities to
facilitate the clearance and settlement of securities transactions among such parties.
Initial Bond - means the Bonds described in Section 3.2 with the insertions required by
Section 6.2(d) and an Officer's Pricing Certificate.
Insurer or Insurers - means the issuer of the Policy or of the Policies if more than one
are issued, as certified by an Authorized Officer on the Closing Date.
Interest Payment Date - means the date or dates upon which interest on the Bonds is
scheduled to be paid until the applicable Stated Maturity Date or Mandatory Redemption Date, as
determined in the Officer's Pricing Certificate.
Mandatory Redemption Dates - mean the dates on which the Cities are obligated to
redeem Bonds in advance of their respective Stated Maturity Dates in accordance with Section 4.4 and the
Officer's Pricing Certificate.
Master Bond Ordinance — means the Master Bond Ordinance, approved by the City
Councils of the Cities and effective upon receipt of the consents required by the Thirtieth Ordinance and
as amended.
Master Paying Agent Agreement - means the paying agent agreement previously
executed by the Board and the Paying Agent/Registrar that specifies the duties and responsibilities of the
Paying Agent/Registrar with respect to bonds or other obligations issued by the Cities in relation to the
Airport.
Non-PAB Bonds — means any series of Bonds issued under this Ordinance that is, or
was, as the case may be, issued and designated by the Cities in the Officer's Pricing Certificate or
otherwise as "Non-PAB" or as a "non -private activity bond."
Officer's Pricing Certificate(s) - means the certificate(s) to be executed by one of the
Authorized Officers pursuant to Section 3.2. Multiple Officer's Pricing Certificates for multiple series of
Bonds may be executed pursuant to this Ordinance.
Ordinance - means this Ordinance and all amendments hereof and supplements hereto.
Original Issue Date - means the Closing Date of each series of Bonds.
PAB Bonds — means any series of Bonds issues under this ordinance that is, or was, as
the case may be, issued and designated by the Cities in the Officer's Pricing Certificate or otherwise as
"PAB" or as a "private activity bond."
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Paving Agent/Registrar - means The Bank of New York Mellon Trust Company, N.A.,
or any successor thereto as provided in this Ordinance.
Policy or Policies - means the policy or policies, if any, of municipal bond insurance
relating to the Bonds issued on the Closing Date by the Insurer or the Insurers if more than one.
Purchaser - means the person, firm or entity or the group thereof, or the representative of
such group, initially purchasing the Bonds issued hereunder from the Cities pursuant to each
Underwriting Agreement.
Record Date - means the 15th day of the month next preceding an Interest Payment
Date.
Refunded Bonds - means those obligations designated as such in the Officer's Pricing
Certificate from the list of Refunded Bond Candidate described in the recitals hereto.
Refunded Bond Candidates - means the obligations described in the recitals hereto
which are authorized to be designated Refunded Bonds in the Officer's Pricing Certificate.
Representation Letter - means the "Blanket Letter of Representations" between the
Cities and DTC, as approved ratified in Section 3.9(c).
Stated Maturity Dates - mean the respective dates on which the Bonds are stated to
mature in accordance with Section 3.2(b) and the Officer's Pricing Certificate.
Thirtieth Ordinance — means the Thirtieth Supplemental Concurrent Bond Ordinance
passed by the City Councils of the Cities and effective on February 23, 2000.
Underwriting Agreement - means the underwriting agreements or private placement
agreements hereafter entered into as contemplated and authorized in Section 3.2(b) and in the Officer's
Pricing Certificates. Multiple Underwriting Agreements may be entered into for multiple series of Bonds
authorized pursuant to this Ordinance and separate Officer's Pricing Certificates.
Section 1.3 Table of Contents, Titles and Headings. The table of contents, titles and
headings of the Articles and Sections of this Ordinance have been inserted for convenience of reference
only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms
or provisions hereof and shall never be considered or given any effect in construing this Ordinance or any
provision hereof or in ascertaining intent, if any question of intent should arise.
Section 1.4 Interpretation. Unless the context requires otherwise, words of the masculine
gender shall be construed to include correlative words of the feminine and neuter genders and vice versa,
and words of the singular number shall be construed to include correlative words of the plural number and
vice versa.
(a) Article and Section references shall mean references to Articles and Sections of
this Ordinance unless designated otherwise.
(b) If any one or more of the covenants, provisions or agreements contained herein
should be contrary to Applicable Law, then such covenants, provisions or agreements shall be
deemed separable from the remaining covenants, provisions, and agreements hereof, and shall in
no way affect the validity of the remaining covenants, provisions, and agreements contained in
this Ordinance.
Section 1.5 Declarations and Additional Rights and Limitations Under Master Bond
Ordinance. (a) For all purposes of the Outstanding Ordinances and the Master Bond Ordinance, as
amended and supplemented, the Cities declare and provide as follows:
(i) The Bonds are Additional Obligations that are authorized by Section 3.2
of the Master Bond Ordinance.
(ii) The Bonds are not Interim Obligations.
(iii) Each Policy is a Credit Agreement, and each Insurer is a Credit
Provider. However, a Policy does not create a Parity Credit Agreement Obligation. A
Policy, if any, entered into for the purpose of providing all or a portion of the
amount equal to the Debt Service Reserve Requirement is hereby declared to be a
Credit Agreement that is on a parity with Subordinate Lien Obligations; provided
however, the provisions of subsection 5.2(b) (iii) of the Master Bond Ordinance shall
continue to apply with respect to any deficiencies in the Debt Service Reserve Fund,
including any costs of a Policy with respect to the Debt Service Reserve Fund.
(iv) Administrative Expenses shall include the fees and expenses owed to the
Paying Agent/Registrar.
(v) The amount of the Debt Service Reserve Requirement on account of the
Bonds is an amount that is not less than the average annual Debt Service that will be
required to be paid on or with respect to all Outstanding Obligations as of the date
following the delivery of the Bonds. In the event that the amount on deposit in the Debt
Service Reserve Fund is less than the amount required, the amount specified in the
Officer's Pricing Certificate, pursuant to Section 8.1 shall be deposited to the Debt
Service Reserve Fund out of the proceeds of the Bonds or shall be used to enter into a
Credit Agreement to satisfy the Debt Service Reserve Requirement.
(vi) The Stated Maturity Dates and the Mandatory Redemption Dates
established in accordance with Articles III and IV as modified by the Officer's Pricing
Certificate are Principal Payment Dates for the purposes of the Master Bond Ordinance.
(vii) Each Insurer, as a Credit Provider, that is not at such time in default
under its Policy is authorized to give and withdraw notices of default under the provisions
of Section 7.1(vii) of the Master Bond Ordinance.
(viii) Each of the Authorized Officers is designated and appointed as an
"officer" of the Cities for the limited purposes of administering this Ordinance, including
particularly the related documents and agreements described herein in accordance with
Chapters 1207 and 1371, Texas Government Code, as amended, as applicable.
(ix) This Ordinance is an Additional Supplemental Ordinance.
(b) For all purposes of the Outstanding Ordinances and the Master Ordinances, as
amended and supplemented, the following additional rights and limitations are granted and imposed:
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(i) No amendment to the Master Bond Ordinance or this Ordinance shall be
approved or adopted pursuant to any of Sections 8.2, 8.3, 8.4, or 8.5 of the Master Bond
Ordinance, whether with or without the consent of the Holders, unless and until the same
is approved by the Insurer that at the time is not in default under its Policy and has a then
current credit rating of at least investment grade by two nationally recognized rating
agencies, to the extent required under the terms of the Credit Agreement.
(ii) The Cities shall have the right to amend the Outstanding Ordinances, the
Master Bond Ordinance, and this Ordinance without the consent of or notice to the
Holders, for any purpose not prohibited by Section 8.3 of the Master Bond Ordinance, if
such amendment is approved by the Insurer that at the time is not in default under its
Policy and has a then current credit rating of at least investment grade by two nationally
recognized rating agencies and such other Credit Providers, if any, as may be required by
an Additional Supplemental Ordinance.
(iii) Whenever in this Ordinance, or in the Master Bond Ordinance, the right
is granted to redeem Bonds in advance of a Stated Maturity Date, any such redemption
may be accomplished with any lawfully available money. The Bonds may be redeemed
according to their respective terms, and pro rata redemptions are not required.
(iv) In the event of the occurrence of an Event of Default, the right of
acceleration of the Stated Maturity Date or the Mandatory Redemption Date of any Bond
or of any Parity Credit Agreement Obligation is not granted as a remedy, and the right of
acceleration is expressly denied.
(v) Pursuant to the terms of Section 8.4 of the Master Bond Ordinance,
Holders of the Bonds confirm that the Credit Providers, whether or not related to the
Bonds, have the right to consent to amendments to the Master Bond Ordinance, the Fifty -
Eighth Ordinance and the Outstanding Ordinances without notice to or the consent of the
Holders of the Bonds.
(c) Notwithstanding any other provision hereof, the holders of the Bonds, as
evidenced by the purchase thereof, irrevocably consent to the amendment of the Master Bond Ordinance
by the Fifty -Third Supplement, such Fifty -Third Supplement to be effective immediately upon receipt of
the requisite consents set forth in the Master Bond Ordinance.
ARTICLE II
PURPOSES, PLEDGE AND SECURITY FOR BONDS
Section 2.1 Purposes of Ordinance. The purposes of this Ordinance are to prescribe the
specific terms and provisions of the Bonds, to extend expressly the pledge, lien, security and provisions
of the Master Bond Ordinance to and for the benefit of the Holders, to provide certain covenants to
and for the benefit of each Insurer and/or Credit Provider, and to sell the Bonds to the Purchaser.
Section 2.2 Pledge, Security for, Sources of Payment of Bonds. (a) The pledge, the
security and the filing provisions of Sections 2.2 and 2.4, respectively, of the Master Bond Ordinance
are hereby expressly restated, fixed, brought forward and granted to the Holders, and to each Insurer,
as a Credit Provider.
Ct
(b) The Bonds, as "Additional Obligations" under the Master Bond Ordinance, are
secured by a lien on and pledge of the Pledged Revenues and the Pledged Funds on a parity with the
Prior Obligations, and any other Additional Obligations that are Outstanding, and with Parity Credit
Agreement Obligations, if any, that are unpaid from time to time, as declared and provided in Section
2.2 of the Master Bond Ordinance.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE BONDS
Section 3.1 Authorization. Additional Obligations, to be designated as set forth in the
Officer's Pricing Certificate, are hereby authorized to be issued and delivered in accordance with the
Constitution and laws of the State of Texas, including specifically Chapters 1207 and 1371, Texas
Government Code, as amended and Chapter 22, Texas Transportation Code, as amended. The
Authorized Officer is hereby authorized and directed to modify the title of each Series to the extent
that, in the judgment of the Authorized Officer, it is necessary or appropriate. The final titles, the
number of series and allocation of principal amount between each Series of Bonds shall be
determined by the Authorized Officer based on market conditions in the discretion of the Authorized
Officer and set forth in the Officer's Pricing Certificate for each series. The Authorized Officer shall
also be authorized to issue and sell any series of Bonds as taxable obligations if the Authorized Officer
determines that it is in the best interest of the Cities and the Airport to do so. The designation of any
series of Bonds as taxable shall be set forth in the Officer's Pricing Certificate for that series. The Bonds
shall be issued in the number of series and aggregate principal amount per series designated in the
Officer's Pricing Certificate, provided that the aggregate principal amount of all of the Bonds shall
not exceed $750,000,000, for the purpose of (1) refunding all or a portion of the Refunded Bond
Candidate, as set forth in the Officer's Pricing Certificate, (2) to provide funding for the Debt
Service Reserve Requirement through either the deposit of Bond proceeds or entering into a surety or
such other agreement, if applicable, and (3) to pay the Cities' and the Board's costs incurred in
connection with the issuance of the Bonds including the costs of the Policy or Policies of Insurance or
the surety or debt service reserve agreement.
Section 3.2 Initial Date, Denominations, Number, Maturity, Initial Registered Owner,
Characteristics of the Initial Bond and Expiration Date of Delegation. (a) The Initial Bonds are hereby
authorized to be issued, sold, and delivered hereunder as single fully registered Bonds, without interest
coupons, dated the dates designated in the Officer's Pricing Certificate, in the denomination and
maximum aggregate principal amount as designated in the Officer's Pricing Certificate, numbered T-1 or
as otherwise set forth in the Officer's Pricing Certificate, payable in annual installments of principal to the
initial registered owner thereof (to be determined by the Authorized Officer, as hereinafter provided), or
to the registered assignee or assignees of said Bond or any portion or portions thereof (in each case, the
"registered owner"), with the annual installments of principal of the Initial Bonds to be payable on the
dates, respectively, and in the principal amounts, respectively, to be stated the Officer's Pricing
Certificate, and as provided in this Ordinance, but with the final installment of principal (the maximum
term) to be not later than November 1, 2050.
(b) As authorized by Chapters 1207 and 1371, Texas Government Code, as
amended, each Authorized Officer and the City Managers are hereby authorized, appointed, and
designated as the officers or employees of the Cities authorized to act on behalf of the Cities in the selling
and delivering of the Initial Bonds and carrying out the other procedures specified in this Ordinance,
including the determination of the prices at which the Initial Bonds will be sold, the amount of each
Principal Installment of each series issued hereunder, the due date of each Principal Installment of each
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series hereof, which shall be November 1 in each year in which a Principal Installment each series is due
unless modified by the Officer's Pricing Certificate, the rate of interest to be borne by each Principal
Installment of each series issued hereunder, the redemption features, including any requirements of
Mandatory Redemption, and all other matters relating to the issuance, sale, and delivery of the Initial
Bonds and each series of the Bonds provided that:
(i) each series of Bonds shall not bear interest at a rate greater than the
maximum rate allowed by Chapter 1204, Texas Government Code, as amended; and
(ii) the combined aggregate principal amount of all the Bonds issued
pursuant to this Ordinance and, authorized to be issued for the purposes described
in Section 3.1 shall not exceed the maximum amount authorized in Section 3.1
hereof ($750,000,000) and shall equal an amount at least sufficient to provide for
the paying of the costs refunding of the Refunded Bonds to be selected from the
Refunded Bond Candidates identified in schedule I hereto; and
(iii) all such terms and determinations pertaining to the pricing of each series
of Bonds, including whether such series of Bonds shall be sold pursuant to a negotiated
sale or private placement, shall be based on bond market conditions and available interest
rates for each series of Bonds on the date of the sale of each series of the Bonds, all as set
forth in the Officer's Pricing Certificate for each series. The Refunded Bonds shall be
identified in the Officer's Pricing Certificate for each series in accordance with the
preceding sentence, except that if less than an entire maturity is to be refunded, the
Refunded Bonds to be refunded within a maturity shall be selected as provided in the
Ordinance authorizing their issuance and, if not so provided, by lot; and
(iv) prior to delivery of each series of Bonds to the Purchasers, each series of
Bonds must have been rated by a nationally recognized rating agency for municipal
securities in one of the four highest rating categories for long term obligations.
(c) The Authorized Officers are hereby authorized and directed to approve the final terms
and provisions of each Underwriting Agreement in accordance with the terms of the Officer's Pricing
Certificate and this Ordinance, such approval being evidenced by its execution thereof by any Authorized
Officer. With regard to such terms and provisions of each Underwriting Agreement, the Authorized
Officer is hereby authorized to come to an agreement with the Purchasers of each series of Bonds on the
following, among other matters:
(i) The details of the purchase and sale of the Bonds;
(ii) The details of the public offering of the Bonds by the Underwriters;
(iii) The details of an Official Statement (and, if appropriate, any Preliminary
Official Statement), if applicable, relating to the Bonds and Rule 15c2-12 compliance;
(iv) A security deposit for the Bonds;
(v) The representations and warranties of the Cities and the Board to the
Purchasers;
(vi) The details of the delivery of, and payment for, the Bonds;
(vii) The Purchasers' obligations under the Underwriting Agreements;
(viii) The certain conditions to the obligations of the Airport and the Cities
under the Underwriting Agreements;
(ix) Termination of the Underwriting Agreements;
(x) Particular covenants of the Airport and the Cities;
(xi) The survival of representations made in the Underwriting Agreements;
(xii) The payment of any expenses relating to the Underwriting Agreements;
(xiii) Notices; and
(xiv) Any and all such other details that are found by the Authorized Officer to
be necessary and advisable for the purchase and sale of the Bonds.
Any Authorized Officer, acting singly, is hereby authorized and directed to execute each
Underwriting Agreement for and on behalf of the Board and the Cities and as the act and deed of the
Board and the Cities.
(d) A portion of Bonds are expected to be issued for restructuring of the Airport's
debt service requirements; however, to the extent any present value savings is achieved with the issuance
of any series of Bonds pursuant to this Ordinance, such restructuring purpose and requirement is hereby
deemed to be achieved.
(e) In connection with the issuance and delivery of the Bonds, the Authorized
Officer, acting for and on behalf of the Cities, is authorized to set out in the Officer's Pricing Certificate
such information as contemplated herein. The Officer's Pricing Certificate shall include such information
as such Authorized Officer deems appropriate or is required by this Ordinance.
(f) The Authorized Officer is authorized to establish which maturity or maturities, if
any, of each series of Bonds shall be insured based on recommendations of the Co -Financial Advisors of
the Airport, and such Authorized Officer shall specify the name or names of the Insurer or Insurers in
each Underwriting Agreement and Officer's Pricing Certificate and shall specify therein which maturity
or maturities, if any, will be insured.
(g) The Initial Bonds of each series (i) may be prepaid or redeemed prior to the
respective scheduled due dates of installments of principal thereof as provided for in this Ordinance and
in the Officer's Pricing Certificate, (ii) may be assigned and transferred, (iii) may be converted and
exchanged for other Bonds, (iv) shall have the characteristics, and (v) shall be signed and sealed, and the
principal of and interest on the Initial Bonds of each series shall be payable, all as provided, and in the
manner required or indicated, in the FORM OF BOND set forth in this Ordinance and as determined by
an Authorized Officer, as provided herein and in the Officer's Pricing Certificate, with such changes and
additions as are required to meet the terms of each Underwriting Agreement and the Officer's Pricing
Certificate, including the names as to which the Initial Bond of each series shall be registered.
(h) The authority granted to the Authorized Officer under this Section 3.2 shall
expire one year from the effective date unless otherwise extended by the City Councils of each of the
cities by separate action.
Section 3.3 Medium, Method and Place of Payment. (a) The principal of, premium, if any,
and interest on the Bonds shall be paid in lawful money of the United States of America as provided in
this Section.
(b) Interest on the Bonds shall be payable to the Holders whose names appear in the
Obligation Register (as defined in Section 3.5) at the close of business on the Record Date; provided,
however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for 30
days thereafter, a new record date for such interest payment (a "Special Record Date") will be established
by the Paying Agent/Registrar if and when funds for the payment of such interest have been received
from the Cities or the Board. Notice of the Special Record Date and of the scheduled payment date of the
past due interest (the "Special Payment Date," which shall be at least 15 days after the Special Record
Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first
class postage prepaid, to the address of each Holder of a Bond appearing on the books of the Paying
Agent/Registrar at the close of business on the last business day next preceding the date of mailing of
such notice.
(c) Interest on the Bonds shall be paid by check (dated as of the Interest Payment
Date) and sent by the Paying Agent/Registrar to the Holder entitled to such payment, United States mail,
first class postage prepaid, to the address of the Holder as it appears in the Obligation Register or by such
other customary banking arrangements acceptable to the Paying Agent/Registrar and the person to whom
interest is to be paid; provided, however, that such person shall bear all risk and expenses of such other
customary banking arrangements. Upon written request of a registered owner of at least $1,000,000 in
principal amount of Bonds, all payments of the principal of, redemption premium, if any, and interest on
the Bonds shall be paid by wire transfer in immediately available funds to an account designated by such
registered owner.
(d) The principal of each Bond shall be paid to the Holder on the due date thereof
(whether at the maturity date or the date of prior redemption thereof) upon presentation and surrender of
such Bond at the Designated Payment/Transfer Office.
(e) If a date for the payment of the principal of or interest on a Bond is a Saturday,
Sunday, legal holiday, or a day on which banking institutions in the Cities or in the city in which the
Designated Payment/Transfer Office is located, are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding Business Day, and payment on such date shall have
the same force and effect as if made on the original date payment was due.
(f) Subject to any applicable escheat, unclaimed property, or similar and Applicable
Law, unclaimed payments remaining unclaimed by the Holders entitled thereto for three years after the
applicable payment or redemption date shall be paid to the Board and thereafter neither the Cities, the
Paying Agent/Registrar, nor any other person shall be liable or responsible to any Holders of such Bonds
for any further payment of such unclaimed moneys or on account of any such Bonds.
(g) The unpaid principal balance of each Initial Bond shall bear interest as set forth
in such Initial Bond to the respective scheduled due dates, or to the respective dates of prepayment or
redemption, of the Principal Installments, and said interest shall be payable to the registered owner
thereof, all in the manner provided and on the dates fixed by the Authorized Officers in accordance with
this Ordinance and the Officer's Pricing Certificate for each series, and with interest rates as fixed by the
Authorized Officer in accordance with this Ordinance and the Officer's Pricing Certificate, and as set
forth in the Underwriting Agreements.
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Section 3.4 Ownership. (a) The Cities, the Board, the Paying Agent/Registrar and any
other person may treat each Holder as the absolute owner of such Bond for the purpose of making and
receiving payment of the principal thereof and premium, if any, thereon, and for the further purpose of
making and receiving payment of the interest thereon (subject to the provisions herein that interest is to be
paid to each Holder on the Record Date), and for all other purposes, whether or not such Bond is overdue,
and neither the Cities, the Board, nor the Paying Agent/Registrar shall be bound by any notice or
knowledge to the contrary.
(b) All payments made to the person deemed to be the Holder in accordance with
this Section shall be valid and effectual and shall discharge the liability of the Cities, the Board, and the
Paying Agent/Registrar upon such Bond to the extent of the sums paid.
Section 3.5 Registration, Transfer and Exchange. (a) So long as any Bonds remain
outstanding, the Board shall cause the Paying Agent/Registrar to keep a register (the "Obligation
Register") at its principal trust office in which, subject to such reasonable regulations as it may prescribe,
the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance with this
Ordinance.
(b) Ownership of any Bond may be transferred in the Obligation Register only
upon the presentation and surrender thereof at the Paying Agent's Designated Payment/Transfer Office
for transfer of registration and cancellation, together with proper written instruments of assignment, in
form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing
assignment of the Bonds, or any portion thereof in any integral multiple of $5,000, to the assignee or
assignees thereof, and the right of such assignee or assignees thereof to have the Bond or any portion
thereof registered in the name of such assignee or assignees. No transfer of any Bond shall be effective
until entered in the Obligation Register. Upon assignment and transfer of any Bond or portion thereof,
a new Bond or Bonds will be issued by the Paying Agent/Registrar in conversion and exchange for
such transferred and assigned Bond. To the extent possible the Paying Agent/Registrar will issue such
new Bond or Bonds in not more than three business days after receipt of the Bond to be transferred in
proper form and with proper instructions directing such transfer. As provided in any Underwriting
Agreement related to a private placement, the bond purchaser covenants to not sell the Bonds
unless such purchaser delivers a letter in the form attached to the related Underwriting
Agreement. No transfer of any Bond shall be effective until entered in the Obligation
Register. Upon assignment and transfer of any Bond or portion thereof, a new Bond or
Bonds will be issued by the Paying Agent/Registrar in conversion and exchange for such
transferred and assigned Bond. To the extent possible the Paying Agent/Registrar will issue
such new Bond or Bonds in not more than three business days after receipt of the Bond to
be transferred in proper form and with proper instructions directing such transfer.
(c) Any Bond may be converted and exchanged only upon the presentation and
surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar together with
a written request therefor duly executed by the registered owner or assignee or assignees thereof, or its or
their duly authorized attorneys or representatives, with guarantees of signatures satisfactory to the Paying
Agent/Registrar, for a Bond or Bonds of the same maturity and interest rate and in any authorized
denomination and in an aggregate principal amount equal to the unpaid principal amount of the Bond
presented for exchange. If a portion of any Bond is redeemed prior to its scheduled maturity as provided
herein, a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in the
denomination or denominations of any integral multiple of $5,000 at the request of the registered owner,
11
and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the
registered owner upon surrender thereof for cancellation. To the extent possible, a new Bond or Bonds
shall be delivered by the Paying Agent/Registrar to the registered owner of the Bond or Bonds in not
more than three business days after receipt of the Bond to be exchanged in proper form and with proper
instructions directing such exchange.
(d) Each Bond issued in exchange for any Bond or portion thereof assigned,
transferred or converted shall have the same principal maturity date and bear interest at the same rate as
the Bond for which it is being exchanged. Each substitute Bond shall bear a letter and/or number to
distinguish it from each other Bond. The Paying Agent/Registrar shall convert and exchange the Bonds
as provided herein, and each substitute Bond delivered in accordance with this Section shall constitute an
original contractual obligation of the Cities and shall be entitled to the benefits and security of this
Ordinance to the same extent as the Bond or Bonds in lieu of which such substitute Bond is delivered.
(e) The Board will pay, as Administrative Expenses, the Paying Agent/Registrar's
reasonable and customary charge for the initial registration or any subsequent transfer, exchange or
conversion of the Bonds, but the Paying Agent/Registrar will require the Holder to pay a sum sufficient to
cover any tax or other governmental charge that is authorized to be imposed in connection with the
registration, transfer, exchange or conversion of a Bond. In addition, the Cities hereby covenant with the
Holders of the Bonds that the Board will (i) pay the reasonable and standard or customary fees and
charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and
interest on the Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for
services with respect to the transfer, registration, conversion and exchange of Bonds as provided herein.
(f) Neither the Cities, the Board, nor the Paying Agent/Registrar shall be required to
issue, transfer, or exchange any Bond called for redemption, in whole or in part, where such redemption is
scheduled to occur within 45 calendar days after the transfer or exchange date; provided, however, such
limitation shall not be applicable to an exchange by the Holder of the uncalled principal balance of a
Bond.
Section 3.6 Cancellation and Authentication. All Bonds paid or redeemed before their
Stated Maturity Dates in accordance with this Ordinance, and all Bonds in lieu of which exchange Bonds
or replacement Bonds are authenticated and delivered in accordance with this Ordinance, shall be
canceled upon the making of proper records regarding such payment, redemption, exchange or
replacement. The Paying Agent/Registrar shall dispose of the canceled Bonds in accordance with
Applicable Law.
Section 3.7 Temporary Bonds. (a) Following the delivery and registration of the Initial
Bond issued hereunder and pending the preparation of definitive Bonds, the proper officers of the Cities
may execute and, upon the Cities' or the Board's request, the Paying Agent/Registrar shall authenticate
and deliver, one or more temporary Bonds that are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of
which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions
and other variations as the officers of the Cities executing such temporary Bonds may determine, as
evidenced by their signing of such temporary Bonds.
(b) Until exchanged for Bonds in definitive form, such Bonds in temporary form
shall be entitled to the benefit and security of this Ordinance.
(c) The Cities or the Board, without unreasonable delay, shall prepare, execute and
deliver to the Paying Agent/Registrar the Bonds in definitive form; thereupon, upon the presentation and
12
surrender of the Bond or Bonds in temporary form to the Paying Agent/Registrar, the Paying
Agent/Registrar shall cancel the Bonds in temporary form and authenticate and deliver in exchange
therefor a Bond or Bonds of the same maturity and series, in definitive form, in the authorized
denomination, and in the same aggregate principal amount, as the Bond or Bonds in temporary form
surrendered. Such exchange shall be made without the making of any charge therefor to any Owner.
Section 3.8 Replacement Bonds. (a) Upon the presentation and surrender to the Paying
Agent/Registrar, at the Designated Payment/Transfer Office, of a mutilated Bond, the Paying
Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Bond of like tenor and
principal amount, bearing a number not contemporaneously outstanding. The Cities, the Board, or the
Paying Agent/Registrar may require the Holder of such Bond to pay a sum sufficient to cover any tax or
other governmental charge that is authorized to be imposed in connection therewith and any other
expenses connected therewith.
(b) In the event any Bond is lost, apparently destroyed or wrongfully taken, the
Paying Agent/Registrar, pursuant to Subchapter D of Chapter 1201, Texas Government Code, as
amended, and in the absence of notice or knowledge that such Bond has been acquired by a bona fide
purchaser, shall authenticate and deliver a replacement Bond of like tenor and principal amount, bearing a
number not contemporaneously outstanding, provided that the Holder first:
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or
her ownership of and the circumstances of the loss, destruction or theft of such Bond;
(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar, the Board and the Cities to save them harmless;
(iii) pays all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or
other governmental charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the Cities and the
Paying Agent/Registrar.
(c) If, after the delivery of such replacement Bond, a bona fide purchaser of the
original Bond in lieu of which such replacement Bond was issued presents for payment such original
Bond, the Cities, the Board, and the Paying Agent/Registrar shall be entitled to recover such replacement
Bond from the person to whom it was delivered or any person taking therefrom, except a bona fide
purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent
of any loss, damage, cost or expense incurred by the Cities, the Board, or the Paying Agent/Registrar in
connection therewith.
(d) hi the event that any such mutilated, lost, apparently destroyed or wrongfully
taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, in its
discretion, instead of issuing a replacement Bond, may pay such Bond.
(e) Each replacement Bond delivered in accordance with this Section shall constitute
an original contractual obligation of the Cities and shall be entitled to the benefits and security of this
Ordinance to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered.
Section 3.9 Book -Entry OnlySystem. (a) The definitive Bonds for each series shall be
initially issued in the form of a separate single fully registered Bond for each of the maturities thereof.
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Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as
nominee of DTC, and except as provided in Section 3.10, all of the outstanding Bonds shall be registered
in the name of Cede & Co., as nominee of DTC. The Bonds will also be subject to DTC Book -Entry
System and Global Clearance Procedures.
(b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC,
the Cities, the Board, and the Paying Agent/Registrar shall have no responsibility or obligation to any
DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the
Bonds, except as provided in this Ordinance. Without limiting the immediately preceding sentence, the
Cities, the Board, and the Paying Agent/Registrar shall have no responsibility or obligation with respect
to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any
ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a
Holder, as shown on the Obligation Register, of any notice with respect to the Bonds, including any
notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a
Holder, as shown in the Register of any amount with respect to principal of, premium, if any, or interest
on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the Cities, the
Board, and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name
each Bond is registered in the Obligation Register as the absolute owner of such Bond for the purpose of
payment of principal of, premium, if any, and interest on the Bonds, for the purpose of giving notices of
redemption and other matters with respect to such Bond, for the purpose of registering transfer with
respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all
principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective
Holders, as shown in the Obligation Register, or their respective attorneys duly authorized in writing, and
all such payments shall be valid and effective to fully satisfy and discharge the Cities' obligations with
respect to payment of, premium, if any, and interest on the Bonds to the extent of the sum or sums so
paid. No person other than a Holder, as shown in the register, shall receive a certificate evidencing the
obligation of the Cities to make payments of amounts due pursuant to this Ordinance. Upon delivery by
DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a
new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to
interest checks or drafts being mailed to the registered Owner at the close of business on the Record Date,
the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(c) The "Blanket Representation Letter" setting respective duties with respect to the
Bonds has been previously executed and delivered by an Authorized Officer of the Airport and made
applicable to the Bonds delivered in book -entry -only form to DTC, as securities depository therefor, is
hereby ratified and approved for the Bonds.
Section 3.10 Successor Securities Depository. In the event that the Cities, the Board, or the
Paying Agent/Registrar determine that DTC is incapable of discharging its responsibilities described
herein and in the Representation Letter, and that it is in the best interest of the beneficial owners of the
Bonds that they be able to obtain certificated Bonds, or in the event DTC discontinues the services
described herein, the Cities, the Board, or the Paying Agent/Registrar shall (i) appoint a successor
securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of
1934, as amended, notify DTC and DTC Participants, as identified by DTC, of the appointment of such
successor securities depository and transfer one or more separate Bonds to such successor securities
depository or (ii) notify DTC and DTC Participants, as identified by DTC, of the availability through
DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to
their DTC accounts, as identified by DTC. In such event, the Bonds shall no longer be restricted to being
registered in the Obligation Register in the name of Cede & Co., as nominee of DTC, but may be
registered in the name of the successor securities depository, or its nominee, or in whatever name or
14
names Holders transferring or exchanging Bonds shall designate, in accordance with the provisions of this
Ordinance.
Section 3.11 Payments to Cede & Co. Notwithstanding any other provision of this
Ordinance to the contrary, so long as any Bonds are registered in the name of Cede & Co., as nominee of
DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds, and all
notices with respect to such Bonds, shall be made and given, respectively, in the manner provided in the
Representation Letter.
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.1 Limitation on Redemption. The Bonds shall be subject to redemption before
scheduled maturity only as provided in this Article W and the Officer's Pricing Certificate.
Section 4.2 Optional Redemption. (a) The Authorized Officer shall specify in the
Underwriting Agreements, Officer's Pricing Certificates, Initial Bonds, and in the Bonds such rights of
optional redemption, if any, and the Redemption Prices therefor that are to be reserved by the Cities.
(b) To the extent the Bonds are subject to optional redemption, the Board, at least 45
days before the redemption date, unless a shorter period shall be satisfactory to the Paying
Agent/Registrar, shall notify the Paying Agent/Registrar of such redemption date and of the principal
amount of the Bonds to be redeemed.
Section 4.3 Partial Redemption. (a) If less than all of the Bonds are to be redeemed
pursuant to Section 4.2, the Board shall have the right to determine the maturity or maturities and the
amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call the Bonds, or portions
thereof, within such maturity or maturities and in such principal amounts for redemption as determined by
the Board in its sole discretion.
(b) A portion of a single Bond of a denomination greater than $5,000 may be
redeemed, but only in a principal amount equal to $5,000 or any integral multiple thereof. If such a Bond
is to be partially redeemed, the Paying Agent/Registrar shall treat each $5,000 portion of the Bond as
though it were a single Bond for purposes of selection for redemption.
(c) Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar,
in accordance with Section 3.5 of this Ordinance, shall authenticate and deliver an exchange Bond or
Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered,
such exchange being without charge.
(d) The Paying Agent/Registrar shall promptly notify the Board in writing of the
principal amount to be redeemed of any Bond as to which only a portion thereof is to be redeemed.
Section 4.4 Mandatory Redemption of Certain Bonds. (a) The Authorized Officer shall
specify in the Underwriting Agreements, Officer's Pricing Certificates, Initial Bonds and in the Bonds
such obligations to redeem the Bonds mandatorily, and the Redemption Prices therefor, as are to be
imposed on the Cities.
(b) Subject to the provisions of subsection (c) of this Section, when less than all of
the Bonds of a specified maturity on a specified Stated Maturity Date are required to be redeemed as
15
determined in accordance with this Section, the Board, acting on behalf of the Cities, shall have the right
and the particular maturities of the Bonds to be redeemed will be determined by the Board in its sole
discretion. If the Bonds are registered in book -entry only form and so long as DTC or a successor
securities depository is the sole registered owner of such Bonds, if less than all of the Bonds of a maturity
are called for prior redemption, the particular Bonds or portions thereof to be redeemed shall be allocated
on a pro rata pass -through distribution of principal basis in accordance with DTC procedures, provided
that, so long as the Bonds are held in book -entry form, the selection for redemption of such Bonds shall
be made in accordance with the operational arrangements of DTC then in effect, and, if the DTC
operational arrangements do not allow for redemption on a pro rata pass -through distribution of principal
basis, the Bonds will be selected for redemption, in accordance with DTC procedures, by lot. A portion of
a single Bond of a denomination greater than $5,000 may be redeemed, but only in a principal amount
equal to $5,000 or an integral multiple thereof. The Paying Agent/Registrar shall treat each $5,000 portion
of the Bond as though it were a single Bond for purposes of selection for redemption. Upon surrender of
any Bond for redemption in part, the Paying Agent/Registrar shall authenticate and deliver an exchange
Bond or Bonds in an aggregate amount equal to the unredeemed portion of the Bond so surrendered.
(c) In lieu of the procedure described in subsection (b) of this Section, if less than all
of the Bonds of a Stated Maturity Date are required to be redeemed, the Cities and the Board shall have
the right to accept tenders of Bonds of the applicable Stated Maturity Date and to purchase Bonds of such
maturity in the open markets at any price that is less than the applicable Redemption Price for the Bonds
required to be redeemed.
Section 4.5 Notice of Redemption to Holders. (a) The Paying Agent/Registrar shall give
notice of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, or
by such other means as is acceptable to such Holders, not less than 30 days before the date fixed for
redemption, to the Holder of each Bond (or part thereof) to be redeemed, at the address shown on the
Obligation Register.
(b) The notice shall state the redemption date, the redemption price, the place at
which the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding are to be
redeemed, an identification of the Bonds or portions thereof to be redeemed.
(c) Any notice given as provided in this Section shall be conclusively presumed to
have been duly given, whether or not the Holder receives such notice.
Section 4.6 Conditional Notice of Redemption. With respect to any optional redemption of
Bonds, unless certain prerequisites to such redemption required by the Master Bond Ordinance or this
Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest
on the Bonds to be redeemed shall have been received by the Paying Agent prior to the giving of such
notice of redemption, such notice shall state that said redemption may, at the option of the Board, be
conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent on
or prior to the date fixed for such redemption. If a conditional notice of redemption is given and such
prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force
and effect, the Board shall not redeem such Bonds and the Paying Agent shall give notice, in the manner
in which the notice of redemption was given, to the effect that the Bonds have not been redeemed.
Section 4.7 Payment Upon Redemption. (a) Before or on each redemption date, the Board
on behalf of the Cities shall deposit with the Paying Agent/Registrar money sufficient to pay all amounts
due on the redemption date and the Paying Agent/Registrar shall make provision for the payment of the
Bonds to be redeemed on such date by setting aside and holding in trust such amounts as are received by
the Paying Agent/Registrar from the Board and shall use such funds solely for the purpose of paying the
16
principal of, redemption premium, if any, and accrued interest on the Bonds being redeemed, or the tender
or negotiated price in the case of Bonds tendered or purchased under Section 4.4(c).
(b) Upon presentation and surrender of any Bond called for redemption at the
Designated Payment/Transfer Office on or after the date fixed for redemption, the Paying Agent/Registrar
shall pay the principal of, redemption premium, if any, and accrued interest on such Bond to the date of
redemption from the money set aside for such purpose.
Section 4.8 Effect of Redemption. (a) Notice of redemption having been given as
provided in Section 4.5 of this Ordinance, the Bonds or portions thereof called for redemption shall
become due and payable on the date fixed for redemption and, unless the Cities fail in their obligation to
make provision for the payment of the principal thereof, redemption premium, if any, or accrued interest
thereon on the date fixed for redemption, such Bonds or portions thereof shall cease to bear interest from
and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for
payment on such date.
(b) If the Cities shall fail to make provision for payment of all sums due on a
redemption date, then any Bond or portion thereof called for redemption shall continue to bear interest at
the rate stated on the Bond until due provision is made for the payment of same by the Cities.
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.1 Appointment of Initial Paying Agent/Registrar. The Bank of New York
Mellon Trust Company, N.A., is hereby appointed as the initial Paying Agent/Registrar for the Bonds,
under and subject to the terms and provisions of the Master Paying Agent Agreement.
Section 5.2 Qualifications. The Paying Agent/Registrar shall be a commercial bank, a trust
company organized under applicable laws, or any other entity duly qualified and legally authorized to
serve as and perform the duties and services of paying agent and registrar for the Bonds.
Section 5.3 Maintaining Pang A end isgi tray. (a) At all times while any Bonds are
Outstanding, the Cities will maintain a Paying Agent/Registrar that is qualified under Section 5.2 of this
Ordinance.
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the
Board will promptly appoint a replacement.
Section 5.4 Termination. The Cities, acting through the Board, upon not less than 60 days'
notice, reserves the right to terminate the appointment of any Paying Agent/Registrar by delivering to the
entity whose appointment is to be terminated written notice of such termination, provided that such
termination shall not be effective until a successor Paying Agent/Registrar has been appointed and has
accepted the duties of Paying Agent/Registrar for the Bonds.
Section 5.5 Notice of Change. Promptly upon each change in the entity serving as Paying
Agent/Registrar, the Board will cause notice of the change to be sent to each Holder and Insurer by first
class United States mail, postage prepaid, at the address in the Obligation Register, stating the effective
date of the change and the name and mailing address of the replacement Paying Agent/Registrar.
17
Section 5.6 Agreement to Perform Duties and Functions. By accepting the appointment as
Paying Agent/Registrar, the Paying Agent/Registrar acknowledges receipt of copies of the Master Bond
Ordinance and this Ordinance, and is deemed to have agreed to the provisions thereof, and to perform the
duties and functions of Paying Agent/Registrar prescribed therein and herein.
Section 5.7 Delivery of Records to Successor. If a Paying Agent/Registrar is replaced,
such Paying Agent/Registrar, promptly upon the appointment of the successor, will deliver the Obligation
Register (or a copy thereof) and all other pertinent books and records relating to the Bonds to the
successor Paying Agent/Registrar.
ARTICLE VI
FORM OF THE BONDS
Section 6.1 Form Generally. (a) The Bonds, including the Registration Certificate of the
Comptroller of Public Accounts of the State, the Certificate of the Paying Agent/Registrar, and the
Assignment form to appear on each of the Bonds, (i) shall be substantially in the form set forth in this
Article, with such appropriate insertions, omissions, substitutions, and other variations as are permitted or
required by this Ordinance or the Officer's Pricing Certificates, and (ii) may have such letters, numbers,
or other marks of identification (including identifying numbers and letters of the Committee on Uniform
Securities Identification Procedures of the American Bankers Association) and such legends and
endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith,
may be determined by the Board.
(b) Any portion of the text of any Bonds may be set forth on the reverse side thereof,
with an appropriate reference thereto on the face of the Bonds.
(c) The Bonds, including the Initial Bonds submitted to the Attorney General of
Texas and any temporary Bonds, shall be typed, printed, lithographed, photocopied or engraved, and may
be produced by any combination of these methods or produced in any other similar manner, all as
determined by the officers executing such Bonds, as evidenced by their execution thereof.
Section 6.2 Form of Bond. The forms of Bond, including the form of the Registration
Certificate of the Comptroller of Public Accounts of the State, the form of Certificate of the Paying
Agent/Registrar and the form of Assignment appearing on the Bonds, shall be substantially as follows for
each Bond of each series:
W.
(a) [Form of Bond]
REGISTERED REGISTERED
No. $
United States of America
State of Texas
Cities of Dallas and Fort Worth
DALLAS FORT WORTH INTERNATIONAL AIRPORT
JOINT REVENUE BOND, SERIES 1
INTEREST MATURITY ORIGINAL ISSUE CUSIP NO.: ISINfr': COMMON
RATE: DATE: DATE: CODE':
% 1, 202_
The Cities of Dallas and Fort Worth, Texas (the "Cities"), for value received, hereby promise to
pay to
or registered assigns, on the Maturity Date, as specified above, the sum of
DOLLARS
unless this Bond shall have been sooner called for redemption and the payment of the principal hereof
shall have been paid or provision for such payment shall have been made, and to pay interest on the
unpaid principal amount hereof from the later of , 202_', or the most recent interest
payment date to which interest has been paid or provided for until such principal amount shall have been
paid or provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day
year of twelve 30-day months, such interest to be paid semiannually on May 1 and November 1 of each
year, commencing , 202_ a Interest on the Bonds shall accrue from the date of the initial
delivery thereof.
Capitalized terms appearing herein that are defined terms in the Ordinances defined below, have
the meanings assigned to them in the Ordinances. Reference is made to the Ordinances for such
definitions and for all other purposes.
The principal of this Bond shall be payable without exchange or collection charges in lawful
money of the United States of America upon presentation and surrender of this Bond at the corporate trust
office in Dallas, Texas (the "Designated Payment/Transfer Office"), of The Bank of New York Mellon
Trust Company, N.A. or, with respect to a successor Paying Agent/Registrar, at the Designated
Payment/Transfer Office of such successor. Interest on this Bond is payable by check dated as of the
' To be completed pursuant to the Officer's Pricing Certificate for the Bonds.
z Applicable to Bonds sold outside of the United States in certain jurisdictions.
s To be completed pursuant to the Officer's Pricing Certificate for the Bonds.
a To be completed pursuant to the Officer's Pricing Certificate for the Bonds.
�' Applicable to Bonds sold outside of the United States in certain jurisdictions.
interest payment date, mailed by the Paying Agent/Registrar to the registered owner at the address shown
on the registration books kept by the Paying Agent/Registrar or by such other customary banking
arrangements acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the
person to whom interest is to be paid. Upon written request of a registered owner of at least $1,000,000
in principal amount of Bonds, all payments of the principal of, redemption premium, if any, and interest
on the Bonds shall be paid by wire transfer in immediately available funds to an account designated by
such registered owner. For the purpose of the payment of interest on this Bond, the registered owner shall
be the person in whose name this Bond is registered at the close of business on the "Record Date," which
shall be the 15th day of the month next preceding such interest payment date; provided, however, that in
the event of nonpayment of interest on a scheduled interest payment date, and for 30 days thereafter, a
new record date for such interest payment (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received. Notice of the
Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment
Date," which shall be 15 days after the Special Record Date) shall be sent at least five business days prior
to the Special Record Date by United States mail, first class postage prepaid, to the address of each
Holder of a Bond appearing on the books of the Paying Agent/Registrar at the close of business on the
last business day preceding the date of mailing such notice.
If a date for the payment of the principal of or interest on the Bonds is a Saturday, Sunday, legal
holiday, or a day on which banking institutions in the Cities or in the city in which the Designated
Payment/Transfer Office is located are authorized by law or executive order to close, then the date for
such payment shall be the next succeeding Business Day, and payment on such date shall have the same
force and effect as if made on the original date payment was due.
This Bond is one of a series of fully registered bonds specified in the title hereof, dated
, 202_5 issued in the aggregate principal amount of $ 6 issued
pursuant to the authority of Chapter 22, Texas Transportation Code, as amended, Chapters 1207 and
1371, Texas Government Code, as amended and the "Master Bond Ordinance," as defined in the Fifty -
Eighth Supplemental Concurrent Bond Ordinance adopted concurrently by the City Councils of the Cities
(the "Fifty -Eighth Supplemental Ordinance"). The Master Bond Ordinance and the Fifty -Eighth
Supplemental Ordinance are herein collectively referred to as the "Ordinances." This Bond is one of the
Additional Obligations authorized by the Ordinances and is subject to the terms and provisions thereof.
The Ordinances and their respective terms and provisions are incorporated herein for all purposes. As set
forth in the Fifty -Eighth Supplemental Ordinance any owner hereof is deemed to have irrevocably
consented to the Fifty -Third Supplemental Concurrent Bond Ordinance adopted by the City Councils of
the Cities (as defined in the Fifty -Eighth Supplemental Ordinance).
The Bonds were issued by the Cities for the purposes of obtaining funds to refund certain
obligations previously issued by the Cities, to provide funding for the Debt Service Reserve Requirements
through either the deposit of Bond proceeds or entering into a surety or such other agreements, and to pay
the Cities' and the Board's costs incurred in connection with the issuance of the Bonds, including the
costs of the Policy or Policies for Insurance, if any, or the surety or debt service reserve agreement.
The Bonds and the interest thereon are payable from, and are secured by a first lien on and pledge
of the Pledged Revenues and the Pledged Funds.
The lien on and pledge of the Pledged Revenues and Pledged Funds created and granted in the
Ordinances in favor of the Bonds is on a parity with the lien and pledge thereof granted by the Cities in
5 To be completed pursuant to the Officer's Pricing Certificate for the Bonds.
6 To be completed pursuant to the Officer's Pricing Certificate for the Bonds.
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favor of the Holders of Outstanding Obligations, the Initial Obligations, and any Additional Obligations
or Parity Credit Agreement Obligations that may be issued or executed pursuant to the Master Bond
Ordinance, as defined and permitted therein. The Cities have reserved the right in the Ordinances to issue
Additional Obligations and Parity Credit Agreement Obligations that, after issuance, may be secured by
liens on and pledges of the Pledged Revenues and Pledged Funds on a parity with the lien thereon in
favor of the Bonds.
The Cities have also reserved the right in the Ordinances to issue Subordinate Lien Obligations,
and Net Revenue Obligations and Credit Agreement Obligations in connection therewith, provided the
lien and pledge securing the same are expressly made junior and subordinate to the pledge and lien
securing the Obligations and Parity Credit Agreement Obligations.
All covenants requiring the Cities to pay principal and interest or other payments on Obligations,
Subordinate Lien Obligations, Net Revenue Obligations, and Credit Agreement Obligations shall be joint,
and not several, obligations, and all monetary obligations shall be payable and collectible solely from the
revenues and funds expressly pledged thereto by the Ordinances or by an Additional Supplemental
Ordinance, such revenues and funds being owned in undivided interests by the City of Dallas (to the
extent of 7/1 lths thereof) and by the City of Fort Worth (to the extent of 4/1 lths thereof); and, each and
every Holder shall by his acceptance of this Bond consent and agree that no claim, demand, suit, or
judgment for the payment of money shall ever be asserted, filed, obtained or enforced against either of the
Cities apart from the other City and from sources other than the funds and revenues pledged thereto; and
no liability or judgment shall ever be asserted, entered or collected against either City individually, except
out of such pledged revenues and exceeding in the case of Dallas an amount equal to 7/11ths of the total
amount asserted or demanded, and in the case of Fort Worth an amount equal to 4/11ths of the total
amount asserted or demanded. The Holders hereof shall never have the right to demand payment of this
obligation out of any funds raised or to be raised by taxation.
[The Cities have reserved the right and option to redeem the Bonds maturing in the years
through , inclusive, in whole or part, in principal amounts equal to $5,000 or any integral multiple
thereof, before their respective maturity dates, on November 1, , or on any date thereafter, at a price
equal to the principal amount thereof, plus interest to the date fixed for redemption, without premium.]'
Optional redemption provisions to be inserted pursuant to the Officer's Pricing Certificate for the Bonds.
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[The Bonds maturing November 1, November 1, , November 1, and November 1,
shall be redeemed prior to stated maturity in part at random on November 1 as indicated, in each of
the years set forth below from moneys required to be deposited to the credit of the Debt Service Fund at
the principal amount thereof and accrued interest to date of redemption, without premium. Such required
sinking fund installments as to each maturity are as follows:
BONDS MATURING NOVEMBER 1,
Year Amount
BONDS MATURING NOVEMBER 1,
Year Amount
BONDS MATURING NOVEMBER 1,
Year Amount
BONDS MATURING NOVEMBER 1,
Year Amount
BONDS MATURING NOVEMBER 1,
Year Amount
The Paying Agent/Registrar will select at random the specific Bonds (or with respect to Bonds
having a denomination in excess of $5,000, each $5,000 portion thereof) to be redeemed by mandatory
redemption. The principal amount of Bonds required to be redeemed on any redemption date pursuant to
the foregoing mandatory sinking fund redemption provisions hereof shall be reduced, at the option of the
Board on behalf of the City, by the principal amount of any Bonds having the same maturity which, at
least 45 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the
Board on behalf of the City at a price not exceeding the principal amount of such Bonds plus accrued
interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or
(ii) shall have been redeemed pursuant to the optional redemption provisions hereof and not previously
credited to a mandatory sinking fund redemption.]'
Notice of such redemption or redemptions shall be given by first class mail, postage prepaid, not
less than 30 days before the date fixed for redemption, to the registered owner of each of the Bonds to be
redeemed in whole or in part. Notice having been so given, the Bonds or portions thereof designated for
8 Mandatory redemption provisions to be inserted pursuant to the Officer's Pricing Certificate for the Bonds.
22
redemption shall become due and payable on the redemption date specified in such notice; from and after
such date, notwithstanding that any of the Bonds or portions thereof so called for redemption shall not
have been surrendered for payment, interest on such Bonds or portions thereof shall cease to accrue.
With respect to any optional redemption of Bonds, unless certain prerequisites to such redemption
required by the Master Bond Ordinance or this Ordinance have been met and moneys sufficient to pay the
principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by
the Paying Agent prior to the giving of such notice of redemption, such notice shall state that said
redemption may, at the option of the Board, be conditional upon the satisfaction of such prerequisites and
receipt of such moneys by the Paying Agent on or prior to the date fixed for such redemption. If a
conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys
are not received, such notice shall be of no force and effect, the Board shall not redeem such Bonds and
the Paying Agent shall notice, in the manner in which the notice of redemption was given, to the effect
that the Bonds have not been redeemed.
As provided in the Ordinances, and subject to certain limitations therein set forth, this Bond is
transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office, with
such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar, and,
thereupon, one or more new fully registered Bonds of the same stated maturity, of authorized
denominations, bearing the same rate of interest, and for the same aggregate principal amount will be
issued to the designated transferee or transferees.
Neither the Cities, the Board, nor the Paying Agent/Registrar shall be required to issue, transfer or
exchange any Bond called for redemption where such redemption is scheduled to occur within 45
calendar days of the transfer or exchange date; provided, however, such limitation shall not be applicable
to an exchange by the registered owner of the uncalled principal balance of a Bond.
The Cities, the Board, the Paying Agent/Registrar, and any other person may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein
provided (except interest shall be paid to the person in whose name this Bond is registered on the Record
Date or Special Record Date, as applicable) and for all other purposes, whether or not this Bond be
overdue, and neither the Cities, the Board, nor the Paying Agent/Registrar shall be affected by notice to
the contrary.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of
which it is a part is duly authorized by law; that all acts, conditions and things required to be done
precedent to and in the issuance of the Bonds have been properly done and performed and have happened
in regular and due time, form and manner, as required by law.
IN WITNESS WHEREOF, the City Council of the City of Dallas, Texas, has caused the
facsimile seal of that City to be placed hereon and this Bond to be signed by the facsimile signature of its
Mayor and countersigned by the facsimile signatures of its City Manager and City Secretary; and the City
Council of the City of Fort Worth, Texas, has caused the facsimile seal of that City to be placed hereon
and this Bond to be signed by the facsimile signature of its Mayor, countersigned by the facsimile
signature of its City Secretary, and approved as to form and legality by its City Attorney.
COUNTERSIGNED:
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City Manager,
City of Dallas, Texas
City Secretary,
City of Dallas, Texas
COUNTERSIGNED:
City Secretary,
City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
City Attorney,
City of Fort Worth, Texas
Mayor,
City of Dallas, Texas
Mayor,
City of Fort Worth, Texas
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(b) [Form of Certificate of Paying Agent/Registrar]
CERTIFICATE OF PAYING AGENT/REGISTRAR
This is one of the Bonds referred to in the within mentioned Ordinances. The series of Bonds of
which this Bond is a part was originally issued as one Initial Bond which was approved by the Attorney
General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Paying Agent/Registrar
Dated: By
Authorized Signatory
(c) [Form of Assignment]
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print or
typewrite name, address and zip code of transferee):
(Social Security or other identifying number: ) the within
Bond and all rights hereunder and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration hereof, with full power of
substitution in the premises.
Dated:
Signature Guaranteed By:
Authorized Signatory NOTICE: The signature on this Assignment must
correspond with the name of the registered owner
as it appears on the face of the within Bond in
every particular and must be guaranteed in a
manner satisfactory to the Paying Agent/Registrar.
(d) Initial Bond Insertions.
(i) The Initial Bond shall be in the form set forth in paragraph (a) of this
Section, except that:
(A) immediately under the name of the Bond, the headings
"INTEREST RATE" and "MATURITY DATE" shall both be completed
with the words "As Shown Below" and "CUSIP NO. " deleted;
(B) in the first paragraph:
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the words "on the Maturity Date" shall be deleted and the
following will be inserted:
(C) "on in the years, in the principal installments and
bearing interest at the per annum rates set forth in the following
schedule:
Principal Interest
Years Installments Rates
(D) (Information to be inserted in accordance with the Officer's
Pricing Certificate; and
(E) the Initial Bond shall be numbered TC-1.
(h) The following Registration Certificate of Comptroller of Public Accounts
shall appear on the Initial Bond in lieu of the Certificate of the Paying Agent/Registrar:
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
THE STATE OF TEXAS §
I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect
that the Attorney General of the State of Texas has examined and approved this Bond as required by law,
and that he finds that it has been issued in conformity with the constitution and laws of the State of Texas,
and that this Bond has been registered this day by me.
[SEAL]
WITNESS MY SIGNATURE AND SEAL OF OFFICE this
Comptroller of Public Accounts
of the State of Texas
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Section 6.3 CUSIP Registration. The Cities may secure identification numbers through the
CUSIP Service Bureau Division of Standard & Poor's Corporation, New York, New York, and may
authorize the printing of such numbers on the face of the Bonds. It is expressly provided, however, that
the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards
the legality thereof and neither the Cities, the Board, nor the attorneys approving said Bonds as to legality
are to be held responsible for CUSIP numbers incorrectly printed on the Bonds. The Cities may also
secure such other identification numbers as it shall deem appropriate.
Section 6.4 Legal Opinion. The approving legal opinions of McCall, Parkhurst & Horton
L.L.P., Bond Counsel, shall be delivered to the Paying Agent/Registrar and the delivery thereof shall be
acknowledged by the Paying Agent/Registrar on behalf of the Holders of the Bonds.
ARTICLE VII
EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY
OF BONDS AND RELATED DOCUMENTS
Section 7.1 Method of Execution, Delivery of Initial Bond. (a) Each of the Bonds shall be
signed and executed on behalf of the City of Dallas by the manual or facsimile signature of its Mayor and
countersigned by the manual or facsimile signatures of its City Manager and City Secretary, and the
corporate seal of that City shall be impressed, printed, lithographed or otherwise reproduced or placed on
each bond. Each of the Bonds shall be signed and executed on behalf of the City of Fort Worth by the
manual or facsimile signature of its Mayor and countersigned by the manual or facsimile signature of its
City Secretary; the same shall be approved as to form and legality by the manual or facsimile signature of
the City Attorney of the City, and its corporate seal shall be impressed, printed, lithographed or otherwise
reproduced or placed upon each bond. All manual or facsimile signatures placed upon the Bonds shall
have the same effect as if manually placed thereon, all to be done in accordance with Applicable Law.
(b) hi the event the Mayor, City Secretary, City Manager or City Attorney of either
of the Cities is absent or otherwise unable to execute any document or take any action authorized herein,
the Mayor Pro Tem, the Assistant City Secretary, an Assistant City Manager or an Assistant City
Attorney, respectively, shall be authorized to execute such documents and take such actions, and the
performance of such duties by the Mayor Pro Tern and the Assistant City Secretary, and an Assistant City
Manager and an Assistant City Attorney shall, for the purposes of this Ordinance, have the same force
and effect as if such duties were performed by the Mayor, City Secretary, City Manager and City
Attorney, respectively. If any official from either City whose manual or facsimile signature shall appear
on the Bonds, shall cease to be such official before the Authentication of the Bonds or before delivery of
the Bonds, such manual or facsimile signature shall nevertheless be valid and sufficient for all purpose as
if such official had remained in such office.
(c) On the Closing Date, one "Initial Bond," of each series representing the entire
principal amount of all Bonds of such series and the terms set forth in each Officer's Pricing Certificate
applicable thereto, payable in stated installments to the Purchasers or its designee, executed by manual or
facsimile signatures of the Mayors and the City Manager of the City of Dallas and countersigned by the
City Secretaries of the Cities and approved as to form and legality by the City Attorney of the City of Fort
Worth, approved by the Attorney General of Texas, and registered and manually signed by the
Comptroller of Public Accounts of the State, will be delivered to the Purchaser of each series or its
designee. Upon payment for the Initial Bonds, the Paying Agent/Registrar shall cancel the Initial Bonds
and deliver to DTC on behalf of the Purchaser registered definitive Bonds for each maturity of each series
as described in Section 3.7.
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(d) Except as provided below, no Bond shall be valid or obligatory for any purpose
or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the
Certificate of Paying Agent/Registrar substantially in the form provided in this Ordinance, duly
authenticated by manual execution of the Paying Agent/Registrar. It shall not be required that the same
authorized representative of the Paying Agent/Registrar sign the Certificate of Paying Agent/ Registrar on
all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial
Bonds shall have attached thereto the Comptroller's Registration Certificate substantially in the form
provided in this Ordinance, manually executed by the Comptroller of Public Accounts of the State or by
his duly authorized agent, which certificate shall be evidence that the Initial Bonds have been duly
approved by the Attorney General of the State and that it is a valid and binding obligation of the Cities,
and has been registered by the Comptroller.
Section 7.2 Approval and Registration. The Board is hereby authorized to have control and
custody of the Bonds and all necessary records and proceedings pertaining thereto pending their delivery,
and the Chairman, and the officers and employees of the Board and of the Cities are hereby authorized
and instructed to make such certifications and to execute such instruments as may be necessary to
accomplish the delivery of the Bonds or the Initial Bond to the Attorney General of the State of Texas and
to assure the investigation, examination and approval thereof by the Attorney General and their
registration by the Comptroller of Public Accounts. Upon registration of the Bonds, the Comptroller of
Public Accounts (or a deputy designated in writing to act for him) shall manually sign the Comptroller's
Registration Certificate accompanying the Bonds and the seal of the Comptroller shall be impressed, or
placed in facsimile, on such certificate. The Chairman of the Board and the Chief Executive Officer of
the Airport shall be further authorized to make such agreements and arrangements with the purchasers of
Bonds and with the Paying Agent/Registrar as may be necessary to assure that such Bonds will be
delivered to such purchasers in accordance with the terms of sale.
Section 7.3 TEFRA Approval. An Authorized Officer is hereby appointed to be the
designated Hearing Officer for a public hearing, if applicable, relating to the Bonds to be held for
purposes of satisfying Section 147 of the Code and the Mayors of the Cities are hereby authorized to
approve the issuance of the Bonds and the use of the proceeds thereof for the purpose of satisfying the
requirements of Section 147 of the Code.
Section 7.4 Approval of Credit Agreements. The Board is authorized to enter into Credit
Agreements relating to the Bonds from time to time while the Bonds are Outstanding in accordance with
Applicable Law.
Section 7.5 Official Statement. In order to satisfy the requirements of the Cities with
respect to the Rule, the preparation, execution and delivery of a preliminary official statement and a final
official statement for the Bonds and any supplements thereto which may be necessary to comply with the
Rule are hereby authorized in such form and with such changes therein as shall be approved by an
Authorized Officer or the Board. An Authorized Officer's execution of the Officer's Pricing Certificate
for the Bonds shall constitute conclusive evidence of such approval by or on behalf of the Board. To the
extent applicable, Authorized Officers are authorized to enter undertakings related to the Rule on behalf
of the Cities and the Board.
Section 7.6 Attorney General Modification. In order to obtain the approval of the Bonds
by the Attorney General of the State of Texas, any provision of this Ordinance may be modified, altered
or amended after the date of its adoption if required by the Attorney General in connection with the
Attorney General's examination as to the legality of the Bonds and approval thereof in accordance with
the applicable law. Such changes, if any, shall be provided to the City Secretary of each City and such
City Secretary shall insert such changes into this Ordinance as if approved on the date hereof.
W.
Section 7.7 Further Action. The Authorized Officers and each of them are authorized,
empowered and directed to execute such other documents in addition to those enumerated herein,
including the execution of an undertaking pursuant to the Rule, and to take such other actions as they
deem necessary or advisable in order to carry out and perform the purposes of this Ordinance.
Section 7.8 Refunding and Redemption of Refunded Bonds. (a) The Cities hereby direct
that the Refunded Bonds, or portions thereof specified in each Officer's Pricing Certificate, be called for
redemption on the date or dates set forth in the Officer's Pricing Certificate (the "Redemption Date") and
that the paying agent for the Refunded Bonds (the "Escrow Agent") deposit an amount sufficient, with
investment earnings thereon, if any, to pay the amount due on the Refunded Bonds on the Redemption
Date (the "Redemption Date"), all in accordance with the form of notice of redemption prepared by the
Escrow Agent and attached to the Escrow Agreement. The Refunded Bonds shall not bear interest after
the Redemption Date.
(b) The Authorized Officer is hereby authorized to enter into an escrow agreement (the
"Escrow Agreement") with the Escrow Agent. The Escrow Agent is authorized to take such steps as may
be necessary or appropriate to purchase securities and to create and fund the Escrow Fund pursuant to the
Escrow Agreement through the use of the proceeds of the Bonds and other lawfully available monies, and
to use such monies to redeem the Refunded Bonds on the Redemption Date.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.1 Deposit and Uses of Bond Proceeds. The proceeds received from the sale of
the Bonds, together with other available funds, if any, shall be applied as follows: (i) an amount as
specified in the Officer's Pricing Certificate shall be deposited to the Debt Service Reserve Fund or shall
be used to purchase a Credit Agreement, which together with the amount on deposit therein, is equal to
the Debt Service Reserve Requirement; (ii) an amount, specified in the Officer's Pricing Certificate shall
be deposited into the Escrow Fund for the Refunded Bonds; and (iii) an amount specified in the Officer's
Pricing Certificate, equal to the Cities' and the Board's costs of issuance of the Bonds will be deposited as
directed by an Authorized Officer.
Section 8.2 Payment of the Bonds. While any of the Bonds are outstanding and unpaid, the
Board shall make available to the Paying Agent/Registrar, out of the Debt Service Fund or the Debt
Service Reserve Fund, the amounts and at the times required by this Ordinance and the Master Bond
Ordinance, money sufficient to pay when due all amounts required to be paid by this Ordinance, the
Master Bond Ordinance, the Outstanding Ordinances, and the Additional Supplemental Ordinances, if
any, that authorize the issuance of the Initial Obligations or Additional Obligations.
Section 8.3 Representations and Covenants. (a) The Cities and the Board will faithfully
perform at all times any and all covenants, undertakings, stipulations, and provisions contained in the
Master Bond Ordinance and this Ordinance; the Cities will promptly pay or cause to be paid from
Pledged Revenues the principal of, interest on, and premium, if any, with respect to, each Bond on the
dates and at the places and manner prescribed in each Bond; and the Cities will, at the times and in the
manner prescribed by this Ordinance, deposit or cause to be deposited the amounts of money specified by
the Master Bond Ordinance and this Ordinance.
(b) The Cities are duly authorized by Applicable Law to issue the Bonds; all action
on their part for the issuance of the Bonds has been duly and effectively taken; and the Bonds in the hands
wt
of the Holders are and will be valid and enforceable special obligations of the Cities and the Board in
accordance with their terms.
(c) The Board, the officers, employees and agents are hereby directed to observe,
comply with and carry out the terms and provisions of this Ordinance.
Section 8.4 General Tax Covenant Regarding Tax -Exemption. The Cities and the Board
covenant to take any action necessary to assure, or refrain from any action which would adversely affect,
the treatment of the 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. The Cities and
the Board understand that the term "Proceeds" includes "disposition proceeds," as defined in the Treasury
Regulations. It is the understanding of the Cities and the Board that the covenants contained in this
Ordinance are intended to assure compliance with the Code and any regulations or rulings promulgated
by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are
hereafter promulgated which modify, or expand provisions of the Code, as applicable to the Bonds, the
Cities and the Board will not be required to comply with any covenant contained herein to the extent that
such failure to comply, in the opinion of nationally -recognized bond counsel, will not adversely affect the
exemption from federal income taxation of interest on the Bonds under Section 103 of the Code. In the
event that regulations or rulings are hereafter promulgated which impose additional requirements which
are applicable to the Bonds, the Cities and the Board agree to comply with the additional requirements to
the extent necessary, in the opinion of nationally -recognized bond counsel, to preserve the exemption
from federal income taxation of interest on the Bonds under Section 103 of the Code.
Notwithstanding any other provision of this Ordinance, the terms, conditions and requirements of
Section 8.4 through 8.10 of the Ordinance shall survive the defeasance and discharge of the Bonds and
the Cities and the Board will continue to comply with such terms, conditions and requirements to the
extent that a failure to do so would adversely affect the treatment of the Bonds as obligations derived 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. For purposes of making the foregoing determination, the Cities and
the Board may rely on the advice of nationally -recognized bond counsel.
Section 8.5 Use of Proceeds of Non-PAB Bonds. The Cities and Board covenant and agree
that they will make use of the Proceeds of Non-PAB Bonds, including interest or other investment income
derived from such Proceeds, regulate the use of property financed, directly or indirectly, with such
Proceeds, and take such other and further action as may be required so that the Non-PAB Bonds will not
be "private activity bonds" within the meaning of section 141 of the Code.
Section 8.6 Use of Proceeds Regarding PAB Bonds. The Cities and the Board covenant
with respect to the PAB Bonds or any bonds refunded with the Proceeds of the PAB Bonds (the "PAB
Refunded Bonds").
(a) that they have taken any action necessary to assure, or refrain from any action
which would adversely affect, the treatment of the PAB Bonds or the PAB Refunded Bonds, if any, as
"exempt facility bonds" as the term is defined in Section 142 of the Code.
(b) that at least 95 percent of the Net Proceeds of the PAB Bonds or the PAB
Refunded Bonds, if any, actually expended have been and will be expended to finance or refinance costs
of property (the "Financed Property") that (A) either (1) were paid or incurred after the issue date of the
PAB Refunded Bonds, or (2) paid prior to the issue date of the PAB Refunded Bonds, if any, but meet
the requirements of section 1.150-2 of the Treasury Regulations; (B) are properly chargeable for federal
income tax purposes to the capital account of the Financed Property, or would be so chargeable either
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with a proper election or but for a proper election to deduct such amounts; and (C) were incurred to
provide "airport facilities," which may include both an "airport" within the meaning of Section 142 of the
Code and property that is functionally related and subordinate thereto within the meaning of section
1.103-8(a)(3) of the Treasury Regulations or directly related and essential thereto within the meaning of
Section 1.103-8(e)(2)(ii) of the Treasury Regulations (for purposes of this covenant a storage or training
facility shall be an "airport facility" only if such facility is directly related to the airport, and an 'office"
shall be considered an "airport facility" only if such office is located on the premises of an airport and all
but a de minimis amount of the functions to be performed at such office are directly related to the day-to-
day operations at such airport).
(c) that less than 25 percent of the Net Proceeds of the PAB Bonds or of the PAB
Refunded Bonds, if any, has been and will be used, directly or indirectly, for the acquisition of land or an
interest therein and no portion of the Net Proceeds of the PAB Bonds or the PAB Refunded Bonds, if any,
has been or will be used, directly or indirectly, for the acquisition of land or an interest therein to be used
for farming purposes (for purposes of this covenant, land acquired for noise abatement purposes or for
future use as an airport shall not be taken into account, if there is no other significant use of such land).
(d) that no portion of the Net Proceeds of the PAB Bonds or of the PAB Refunded
Bonds, if any, has been or will be used for the acquisition of any existing property or an interest therein
unless (A) the first use of such property is pursuant to such acquisition or (B) the rehabilitation
expenditures with respect to any building and the equipment therefor equal or exceed 15 percent of the
cost of acquiring such building financed or refinanced with the Net Proceeds of the PAB Bonds or of the
PAB Refunded Bonds, if any, (with respect to structures other than buildings, this covenant shall be
applied by substituting 100 percent for 15 percent and the term "rehabilitation expenditures" shall have
the meaning set forth in Section 147(d)(3) of the Code).
(e) to take such action to assure at all times while the PAB Bonds remain
outstanding, the Financed Property, will be owned by a governmental unit within the meaning of Section
142(b) of the Code.
(f) that no part of the Financed Property, will constitute (i) any lodging facility, (ii)
any retail facility (including food or beverage facilities) in excess of a size necessary to serve passengers
and employees at the exempt facility, (iii) any retail facility (other than parking) for passengers or the
general public located outside the exempt facility terminal, (iv) any office building for individuals who
are not employees of a governmental unit or of the operating authority for the exempt facility, (v) any
industrial park or manufacturing facility, (vi) any airplane, (vii) any skybox or other private luxury box,
(viii) any health club facility, (ix) any facility primarily used for gambling, or (x) any store the principal
business of which is the sale of alcoholic beverages for consumption off premises.
(g) that the maturity of the PAB Bonds does not exceed 120 percent of the economic
life of the Financed Property, as more specifically set forth in Section 147(b) of the Code; and
(h) that the costs of issuance to be financed or refinanced with the Proceeds of the
PAB Bonds do not exceed two (2) percent of the Sale Proceeds of the Bonds.
Section 8.7 No Federal Guarantee. The Cities and the Board covenant and agree to refrain
from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of
Section 149(b) of the Code.
Section 8.8 No Arbitraize. The Cities and the Board covenant and agree that they will
make such use of the Proceeds of the Bonds, including interest or other investment income derived from
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Proceeds of the Bonds, regulate investments of Proceeds of the Bonds, and take such other and further
action as may be required so that the Bonds will not be "arbitrage bonds" within the meaning of Section
148(a) of the Code. In furtherance thereof, the Cities and the Board covenant and agree as follows:
(a) to refrain from using any portion of the Proceeds of the 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 each issue of the Bonds, other than investment property acquired with --
(i) Proceeds of the Bonds invested for a reasonable temporary period, within
the meaning of Section 148 of the Code,
(ii) Proceeds or amounts invested in a bona fide debt service fund, within the
meaning of Section 1.148-1(b) of the Treasury Regulations, and
(iii) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the stated principal amount
(or, in the case of more than a "de minimis amount" of original issue discount, the issue
price, within the meaning of Section 1.148-1(b) of the Treasury Regulations) of the
Bonds;
(b) to otherwise restrict the use of the Proceeds of the Bonds or amounts treated as
Proceeds of the Bonds, as may be necessary, to satisfy the requirements of Section 148 of the Code
(relating to arbitrage);
(c) to create and maintain a Rebate Fund, as required below for each issue of the
Bonds, to pay to the United States of America at least once during each five-year period (beginning on the
date of delivery of the issue of the Bonds) an amount that is at least equal to 90 percent of the "Excess
Earnings," within the meaning of Section 148(f) of the Code and to pay to the United States of America,
not later than 60 days after the Bonds of such issue have been paid in full, 100 percent of the amount then
required to be paid as a result of Excess Earnings under Section 148(f) of the Code. In order to facilitate
the requirements of subsection (c) of this Section, the Rebate Fund for each issue of the Bonds shall be
established and maintained by the Board, on behalf of itself and the Cities, for the sole benefit of the
United States of America, and such fund shall not be subject to the claim of any other Person, including
Holders and Credit Providers. Amounts on deposit in the Rebate Fund in accordance with Section 148 of
the Code shall be paid periodically to the United States of America in such amounts and at such times as
are required by said section; and
(d) to maintain such records as will enable the Cities and the Board to demonstrate
compliance with this section and established by the Code and to retain such records for at least six years
following the final payment of principal and interest on each issue of the Bonds.
Section 8.9 Record Retention. The City and the Board covenant and agree to retain all
pertinent and material records relating to the use and expenditure of the Proceeds of each issue of the
Bonds until six years after the last Bond is redeemed, or such shorter period as authorized by subsequent
guidance issued by the Department of Treasury, if applicable. All records will be kept in a manner that
ensures their complete access throughout the retention period. For this purpose, it is acceptable that such
records are kept either as hardcopy books and records or in an electronic storage and retrieval system,
provided that such electronic system includes reasonable controls and quality assurance programs that
assure the ability of the Cities and the Board to retrieve and reproduce such books and records in the
event of an examination of the Bonds by the Internal Revenue Service.
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Section 8.10 Disposition of Project. The Cities and the Board covenant that the property
constituting the projects financed or refinanced with the proceeds of the Bonds will not be sold or
otherwise disposed in a transaction resulting in the receipt by the Cities or the Board of cash or other
compensation, unless the Cities and the Board obtain an opinion of nationally -recognized bond counsel
that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For
purposes of the foregoing, the portion of the property comprising personal property and disposed in the
ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation.
For purposes hereof, the Cities and the Board shall not be obligated to comply with this covenant if they
obtain an opinion that such failure to comply will not adversely affect the excludability for federal income
tax purposes from gross income of the interest on the Bonds.
Section 8.11 Bond Insurance. The Bonds may be offered with one or more commitments
for bond insurance provided by the Insurer or Insurers, with the bond insurance to be evidenced by one or
more of the then current legal forms of the Policy or Policies. The Cities may sell one or more maturities
of the Bonds based on such insurance but are not required to obtain bond insurance from another source if
the Insurer does not honor or is unable to honor its obligations to deliver the Policy or Policies on the
Closing Date. In the event that any of the Bonds are insured, the covenants and representations of the
Cities relating to insurance shall be set forth in the Officer's Pricing Certificates.
Section 8.12 Issuance of Taxable Bonds. In the event the Authorized Officer determines to
issue any series of Bonds as taxable obligations pursuant to the authority granted in Section 3.1 of this
Ordinance, all covenants and representations of the Cities regarding the tax-exempt status of the Bonds or
any obligations relating to the issuance of tax-exempt Bonds shall be null and void, including the
covenants contained in Sections 8.4 through 8.10 of this Article VIII, with respect to such taxable
obligations.
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ARTICLE IX
REPEAL, SEVERABILITY, AND EFFECTIVE DATE
Section 9.1 Ordinance Irrepealable. After any of the Bonds shall be issued, this Ordinance
shall constitute a contract between the Cities, the Holders, and each Insurer, and this Ordinance shall be
and remain irrepealable until the Bonds and the interest thereon shall be fully paid, canceled, refunded or
discharged or provision for the payment thereof shall be made.
Section 9.2 Severability. If any Section, paragraph, clause or provision of this Ordinance
shall for any reason be held to be invalid or unenforceable, the invalidity or lack of enforceability of such
Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance.
If any Section, paragraph, clause or provision of the Contract and Agreement shall for any reason be held
to be invalid or unenforceable, the invalidity or lack of enforceability of such Section, paragraph, clause
or provision shall not affect any of the remaining provisions of the Contract and Agreement, or of any
other provisions of this Ordinance not dependent directly for effectiveness upon the provision of the
Contract and Agreement thus declared to be invalid and unenforceable.
Section 9.3 Effective Date. This Ordinance, when duly passed by both Cities, shall be in
full force and effect.
PASSED BY THE FORT WORTH CITY COUNCIL THIS DAY OF 92020.
ATTEST:
Mayor City Secretary
City of Fort Worth, Texas City of Fort Worth
APPROVED AS TO FORM AND LEGALITY:
City Attorney
City of Fort Worth, Texas
THE STATE OF TEXAS
COUNTY OF TARRANT
CITY OF FORT WORTH
I, Mary J. Kayser, City Secretary of the City of Fort Worth, Texas, do hereby certify:
1. That the above and foregoing is a true and correct copy of an Ordinance, duly presented
and passed by the City Council of the City of Fort Worth, Texas, at a regular meeting held on ,
2020, as same appears of record in the Office of the City Secretary.
2. That 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.
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(SEAL)
WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this _ day of
, 2020.
City Secretary,
City of Fort Worth, Texas
35
APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL THIS , 2020.
CITY OF DALLAS:
T. C. Broadnax,
City Manager
City Manager
S-1
APPROVED AS TO FORM:
Christopher J. Caso,
City Attorney
Lm
City Attorney
THE STATE OF TEXAS
COUNTY OF DALLAS
CITY OF DALLAS
I, Bilierae Johnson, City Secretary of the City of Dallas, Texas, do hereby certify:
1. That the above and foregoing is a true and correct copy of an excerpt from the minutes of
the City Council of the City of Dallas, had in regular meeting, , 2020, confirming the passage of
Dallas Fort Worth International Airport Fifty -Eighth Supplemental Concurrent Bond Ordinance
authorizing the issuance of Dallas Fort Worth International Airport Joint Revenue Bonds which ordinance
is duly of record in the minutes of said City Council.
2. That 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.
(SEAL)
WITNESS MY HAND and seal of the City of Dallas, Texas, this day of , 2020.
City Secretary,
City of Dallas, Texas
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