HomeMy WebLinkAboutOrdinance 24851-05-2021 DALLAS FORT WORTH INTERNATIONAL AIRPORT
SIXTY-FIRST 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 May 26,2021
Passed by the City Council of the City of Fort Worth May 18,2021
Effective May 26,2021
TABLE OF CONTENTS
Page
Preambles...................................................................................................................................................... I
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 Paymen ................................................................10
Section3.4 Ownership..............................................................................................................I I
Section 3.5 Registration, Transfer and Exchange.....................................................................I I
Section 3.6 Cancellation and Authentication............................................................................12
Section3.7 Temporary Bonds...................................................................................................12
Section3.8 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.........................................................................................14
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 eng t/Re ig strar.....................................................17
Section5.2 Qualifications.........................................................................................................17
Section 5.3 Maintaining Paying Agent/Registrar.....................................................................17
Section5.4 Termination............................................................................................................17
Section5.5 Notice of Change ...................................................................................................17
Section 5.6 Agreement to Perform Duties and Functions.........................................................17
Section 5.7 Delivery of Records to Successor..........................................................................17
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 Notes....................................................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 ............................................................................................32
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 ........................................................................................................34
Signatures................................................................................................... 34
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SIXTY-FIRST 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 "Sixty-First
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(the"Fifty-Sixth Supplement")authorizing the issuance of the Dallas Fort Worth International
Airport Subordinate Lien Commercial Paper Notes,Series I(the"Series I Notes"),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 Notes 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 Notes 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
WHEREAS, the City Council of each of the Cities has heretofore approved a Fifty-Ninth
Concurrent Bond Ordinance, effective May 18, 2021 (the "Fifty-Ninth Supplement") as an amendment to
the Master Bond Ordinance, such Fifty-Ninth 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-Ninth Supplement;and
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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 "Sixty-First 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.
Bidding Instructions—means the Notice of Sale and Bidding Instructions distributed to
potential purchasers of Bonds sold pursuant to a competitive sale.
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.
Com trn oller -means the Comptroller of Public Accounts of the State of Texas.
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.
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DL- means The Depository Trust Company of New York,New York, or any successor
securities depository.
DTC ParticiD ant - 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."
Note Payment Fund—means the "Subordinate Lien Joint Revenue Note Payment Fund"
created pursuant to the Fifty-Sixth Supplement.
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.
Official Bid Form — means the bid form prepared in accordance with the Bidding
Instructions and submitted by potential purchasers of any Bonds sold pursuant to a competitive sale.
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."
Paying Agent/Registrar-means U.S.Bank National Association or any successor thereto
as provided in this Ordinance.
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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, in the case of a negotiated sale, or each Official Bid Form submitted by the highest and best
bidder and accepted by an Authorized Officer,in the case of a competitive sale.
Record Date -means the 15th day of the month next preceding an Interest Payment
Date.
Refunded Notes - means those obligations designated as such in the Officer's Pricing
Certificate from the Series I Notes described in the recitals hereto.
Representation Letter-means the "Blanket Letter of Representations"between the Cities
and DTC,as approved ratified in Section 3.9(c).
Rule means Rule 15c2-12, as amended from time to time, adopted by the United States
Securities and Exchange Commission under the Securities Exchange Act of 1934.
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:
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(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,this 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-Ninth Supplement, such Fifty-Ninth 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.
(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
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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 Series I Notes,
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 Principal Installments 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 Principal Installments 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 Principal Installment (the maximum term)to be not later than November 1,
2051.
(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 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
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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 of refunding
the Refunded Notes designated in the Officer's Pricing Certificate; 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 competitive,
sale 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
Notes shall be identified in the Officer's Pricing Certificate for each series of Bond in
accordance with the preceding sentence;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) Negotiated Sale. The Authorized Officers are hereby authorized 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 Purchasers;
(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;
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(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 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) Competitive Sale. The Authorized Officers are hereby authorized to seek competitive
bids for the sale of the Bonds authorized to be sold by this Ordinance,and are hereby authorized to prepare
and distribute the Bidding Instructions and the Official Bid Form with respect to seeking competitive bids
for the sale of the Bonds.
The Bidding Instructions shall contain the terms and conditions relating to the sale
of the Bonds,including the date bids for the purchase of the Bonds are to be received,the date of the Bonds,
any additional designation or title by which the Bonds shall be known, the aggregate principal amount of
the Bonds to be sold,the price at which the Bonds will be sold,the years in which the Bonds will mature,
the principal amount to mature in each of such years,the rate or rates of interest to be borne by each such
maturity, the interest payment periods, the dates, price, and terms upon and at which the Bonds shall be
subject to redemption prior to maturity at the option of the Cities, as well as any mandatory sinking fund
redemption provisions,and all other matters relating to the issuance, sale and delivery of the Bonds so sold
including,without limitation,the use of municipal bond insurance for the Bonds.
The Authorized Officers are hereby authorized to receive and accept bids for the
sale of Bonds in accordance with the Bidding Instructions on such date as determined thereby. The Bonds
so sold shall be sold at such price as an Authorized Officer shall determine to be the most advantageous to
the Airport and the Cities,which determination shall be evidenced by the execution thereby of the Official
Bid Form submitted by the best and winning bidder. One Bond in the principal amount maturing on each
maturity date as set forth in the Official Bid Form shall be delivered to the Purchasers thereof. The Bonds
shall initially be registered in the name as set forth in the Official Bid Form.
Any Authorized Officer,acting singly,is hereby authorized to execute an Official
Bid Form submitted by the best and winning bidder, for and on behalf of the Board and the Cities and as
the act and deed of the Board and the Cities.
(e) 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.
(f) 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.
(g) 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 the
Bidding Instructions (in the case of a competitive sale), each Underwriting Agreement (in the case of a
negotiated sale)and each Officer's Pricing Certificate and shall specify therein which maturity or maturities,
if any,will be insured.
(h) The Initial Bonds of each series (i) may be prepaid or redeemed prior to the
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respective scheduled due dates of Principal Installments 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 the Bidding Instructions and Official Bid Form(in the case of a competitive
sale),each Underwriting Agreement(in the case of a negotiated sale)and the Officer's Pricing Certificate,
including the names as to which the Initial Bond of each series shall be registered.
(i) The authority granted to the Authorized Officer under this Section 3.2 shall expire
one year from the effective date of this Ordinance,as set forth in Section 9.3,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,redemption 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.
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(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 Official Bid Form submitted by the highest and best bidder and accepted by an Authorized Officer
(in the case of a competitive sale)or the Underwriting Agreements(in the case of a negotiated sale).
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 redemption 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 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
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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,
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 providedherein.
(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 defmitive 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.
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(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
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 defmitive 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) In 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 Only System. (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. Upon
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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 Obligation
Register of any amount with respect to principal of,redemption 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,
redemption 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, redemption
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,
redemption 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 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 Deposi1M.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 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
14
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, redemption 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 IV and the Officer's Pricing Certificate.
Section 4.2 Optional Redemption. (a) The Authorized Officer shall specify in the Bidding
Instructions (in the case of a competitive sale), the Underwriting Agreements (in the case of a negotiated
sale), 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 4.21 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 Bidding Instructions(in the case of a competitive sale),Underwriting Agreements (in the case of a
negotiated sale), 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
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
15
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 redemption premium,if any, and interest
on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar 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/Registrar 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/Registrar 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 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.
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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 Pang A e� ism. U.S. Bank National Association 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 e� ism.(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.
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.
17
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:
18
(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 '
INTEREST MATURITY ORIGINAL ISSUE CUSIP NO.: ISIN': COMMON
RATE: DATE: DATE: CODE':
% 1 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 ,2021,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_.'
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 U.S.Bank National Association 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 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
' To be completed pursuant to the Officer's Pricing Certificate for the Bonds.
2 Applicable to Bonds sold outside of the United States in certain jurisdictions.
19
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 ' issued in the aggregate principal amount of $ ' issued
pursuant to the authority of Chapter 22,Texas Transportation Code,as amended, Chapters 1207 and 1371,
Texas Government Code, as amended the "Master Bond Ordinance," as defined in the Sixty-First
Supplemental Concurrent Bond Ordinance adopted concurrently by the City Councils of the Cities (the
"Sixty-First Supplemental Ordinance"). The Master Bond Ordinance and the Sixty-First 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 Sixty-
First Supplemental Ordinance any owner hereof is deemed to have irrevocably consented to the Fifty-Ninth
Supplemental Concurrent Bond Ordinance adopted by the City Councils of the Cities (as defined in the
Sixty-First 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 favor of
the Holders of Outstanding 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.
20
The Cities have also reserved the right in the Ordinances to issue Subordinate Lien 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,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 4/11ths 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 7/1 lths 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.]'
s Optional redemption provisions to be inserted pursuant to the Officer's Pricing Certificate for the Bonds.
21
[The Bonds as term bonds maturing November 1, November 1,_, November 1, and
November 1, shall be redeemed prior to the Stated Maturity Date in part at random on November 1 as
indicated,in each of the years set forth below("Mandatory Redemption Dates")from moneys required to be
deposited to the credit of the Debt Service Fund at the principal amount thereof and accrued interest to(but
not including) the applicable Mandatory Redemption Date, 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 Mandatory 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 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.]4
Notice of such redemption or redemptions shall be given by first class 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 of the Bonds to be redeemed in whole or in part. Notice having been so given, the
4 Mandatory redemption provisions to be inserted pursuant to the Officer's Pricing Certificate for the Bonds
22
Bonds or portions thereof designated for 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. 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 Bonds Outstanding are to be
redeemed,an identification of the Bonds or portions thereof to be redeemed.
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/Registrar 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 presentation and 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.
23
COUNTERSIGNED:
City Manager, Mayor,
City of Dallas,Texas City of Dallas,Texas
City Secretary,
City of Dallas,Texas
COUNTERSIGNED:
City Secretary, Mayor,
City of Fort Worth,Texas City of Fort Worth,Texas
APPROVED AS TO FORM AND LEGALITY:
City Attorney,
City of Fort Worth,Texas
24
(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.
U.S.BANK NATIONAL ASSOCIATION,
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:
25
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.
(ii) 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 § REGISTERNO.
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.
WITNESS MY SIGNATURE AND SEAL OF OFFICE this
[SEAL] Comptroller of Public Accounts
of the State of Texas
26
Section 6.3 CUSIP Registration.The Cities may secure identification numbers through the CUSIP
Global Services managed by S&P Global Market Intelligence on behalf of the American Bankers
Association, 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.,
and West&Associates,L.L.P.,Co-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 of Fort Worth,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) In 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 Tem 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 purposes 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 the State, 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.
27
(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 Chair, 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 Chair 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, 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.
28
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, the preparation of Bidding Instructions and an Official
Bid Form (in the case of Bonds sold through a competitive sale), 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 Payment of Refunded Notes. (a) The Cities hereby direct that the
Refunded Notes, or portions thereof specified in each Officer's Pricing Certificate, be designated for
payment on the date or dates set forth in the Officer's Pricing Certificate(the "Payment Date")and that the
paying agent or escrow agent(the "Escrow Agent")for the Refunded Notes deposit an amount sufficient,
with investment earnings thereon, if any, to pay the amount due on the Refunded Notes on the Payment
Date. The Refunded Notes shall not bear interest after the applicable Payment 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 Notes on the applicable Payment 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(or Note Payment Fund,if applicable)for the Refunded Notes;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 Outstanding Obligations or any 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 redemption 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
29
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 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
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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 Arbitrage. 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 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
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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.
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
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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 maybe 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.
[Remainder of page intentionally left blank]
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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 18`h DAY OF May,2021.
ATTEST:
x/ 0— (,WWI yd-
Mayor Acting 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,Ronald P. Gonzales,Acting 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 May 18,
2021,as same appears of record in the Office of the City Secretary.
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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.
WITNESS MY HAND and the Official Seal of the City of Fort Worth,Texas,this 18''day of May,
2021.
��- ya -
Acting City Secretary,
City of Fort Worth,Texas
�F Fo�r�o
�. ...per
37
APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL THIS ,2021.
CITY OF DALLAS: APPROVED AS TO FORM:
T. C. Broadnax, Christopher . Caso,
City Manager City Attor
By: By:
City er i o y
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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 cogct copy of an excerpt from the minutes of
the City Council of the City of Dallas,had in regular meeting 2021, confirming the passage of
Dallas Fort Worth International Airport Sixtieth 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.
WITNESS MY HAND and seal of the City of Dallas, Texas,this day of 12021.
City Se tart',
��•`���'t�..�•F.O Ci of exas
(SEAL) - �--
'fib
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