HomeMy WebLinkAboutResolution Central City Local Government Corporation (CCLGC) FWCCLGC-2023-02 (2)RESOLUTION NO. FWCCLGC-2023-02
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF CENTRAL CITY LOCAL
GOVERNMENT CORPORATION LEASE REVENUE BONDS, TAXABLE SERIES 2023
(FORT WORTH CRESCENT GARAGE PROJECT); APPOINTING OFFICERS TO ACT AS
AUTHORIZED REPRESENTATIVE AND DELEGATING TO THE AUTHORIZED
REPRESENTATIVE THE AUTHORITY TO APPROVE ON BEHALF OF THE
CORPORATION THE FINAL TERMS OF THE BONDS; ESTABLISHING CERTAIN
PARAMETERS FOR THE APPROVAL OF SUCH MATTERS BY THE AUTHORIZED
REPRESENTATIVE; AND ENACTING OTHER PROVISIONS RELATING TO THE
SUBJECT
WHEREAS, the Central City Local Government Corporation (the "Corporation") was
incorporated on May 3, 2005 under the provisions of Chapter 431 and Chapter 394 and
organized for the benefit of the City of Fort Worth (the "City"), specifically for the purpose of
aiding, assisting, and acting on behalf of the City in the exercise of its powers to accomplish any
governmental purpose of the City and in the promotion of the common good and general welfare
of the City; and
WHEREAS, the Corporation and the City have entered into that certain Parking Garage
Lease with Option to Purchase, dated as of October 6, 2021 (the "Lease Agreement"), pursuant
to which the Corporation agrees to finance the acquisition of the Project and lease the same to
the City; and
WHEREAS, the City has found that the use and acquisition of the Project would be
beneficial to the inhabitants of the City, and that such property and improvements are needed to
perform essential governmental functions; and
WHEREAS, for so long as the Lease Agreement is in effect, the City will be obligated to
pay lease payments to the Corporation in an amount sufficient to pay the principal of and interest
on the Bonds when due; provided, however, that the City's obligation to pay such lease
payments is subject to annual appropriation by the City Council from funds hereafter determined
to be available with respect to any payment obligated or permitted under the Lease Agreement
(referred to as "Pledged Revenues"); and
WHEREAS, as permitted by Chapter 431 and Chapter 394, the Corporation desires to
issue Bonds upon the terms and conditions and for the purposes herein provided; now, therefore,
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CENTRAL CITY
LOCAL GOVERNMENT CORPORATION, THAT:
RESOLUTION NO. FWCCLGC-2023-02
PAGE 2
Section 1. RECITALS, AMOUNT, PURPOSE AND DESIGNATION OF THE
BONDS. (a) The recitals set forth in the preamble hereof are incorporated herein and shall have
the same force and effect as if set forth in this Section.
(b) The Bonds are hereby authorized to be issued and delivered, in one or more series, in
the maximum aggregate principal amount hereinafter set forth for the purpose of paying (i) the
cost of acquiring the Project, (ii) Capitalized Interest on the Bonds and (iii) Issuance Costs.
(c) Each Bond issued pursuant to this Resolution shall be designated: "CENTRAL CITY
LOCAL GOVERNMENT CORPORATION LEASE REVENUE BONDS, TAXABLE SERIES
2023 (FORT WORTH CRESCENT GARAGE PROJECT)", or such other designation set forth
in the Bond Purchase Agreement, as single series of bonds or as multiple series of bonds, to be
determined by the Authorized Representative in one or more Bond Purchase Agreements, and
initially there shall be issued, sold, and delivered hereunder fully registered Bonds, without
interest coupons, payable to the respective registered owners thereof (with the initial Bond(s)
being made payable to the Underwriter as described herein), or to the registered assignee or
assignees of said bonds or any portion or portions thereof (in each case, the "Registered
Owner"). The Bonds shall be in the respective denominations and principal amounts, shall be
numbered, shall mature and be payable on the date or dates in each of the years and in the
principal amounts or amounts due at maturity, as applicable, and shall bear interest to their
respective dates of maturity or redemption, if applicable, prior to maturity at the rates per annum,
as set forth in one or more Bond Purchase Agreements.
Section 2. DEFINITIONS. Terms used in this Resolution and not otherwise defined
shall have the meanings given in Exhibit A to this Resolution. Any references in this Resolution
to the "FORM OF BOND" shall be to the form of the Bond as set forth in Exhibit B to this
Resolution.
Section 3. DELEGATION TO AUTHORIZED REPRESENTATIVE. (a) As authorized
by applicable law, including Chapter 431 and Chapter 394, the Authorized Representatives are
each individually hereby authorized to act on behalf of the Corporation, severally but not jointly,
in selling and delivering the Bonds (of which officers, the officer executing the Bond Purchase
Agreement shall be hereinafter referred to as, and shall for all purposes be, the "Authorized
Representative"), carrying out the procedures specified in this Resolution, including determining
the principal amount of Bonds to be issued, determining whether the Bonds shall be issued in
one or more series or subseries, the date or dates of the Bonds, any additional or different
designation or title by which the Bonds shall be known, 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 of interest to be borne by each such maturity, the interest payment and record
dates, the price and terms, if any, upon and at which the Bonds shall be subject to redemption
prior to maturity at the option of the Corporation, as well as any mandatory sinking fund
redemption provisions, approving modifications or additions to the Rule 15c2-12 continuing
RESOLUTION NO. FWCCLGC-2023-02
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disclosure undertaking described in Section 23, approving modifications to the term Defeasance
Securities, and all other matters relating to the issuance, sale and delivery of the Bonds, including
without limitation obtaining a municipal bond insurance policy, a Credit Facility or both, and
executing such instruments, documents and agreements as may be necessary with respect thereto,
if it is determined that such municipal bond insurance policy or Credit Facility would be
financially desirable and advantageous, and approving modifications to this Resolution, all of
which shall be specified in the Bond Purchase Agreement, provided that:
(i) the aggregate original principal amount of the Bonds shall not exceed $30,000,000;
(ii) no Bond of any series (if multiple series are issued) shall mature after March 1, 2043;
and
(iii) the all -in true interest cost for each series of Bonds (if multiple series are issued)
shall not exceed 7.50%.
(b) In establishing the aggregate principal amount of the Bonds, the Authorized
Representative shall establish an amount not exceeding the amount authorized in subsection (a)
above, which shall be sufficient in amount to provide for the purposes for which the Bonds are
authorized and to pay costs of issuing the Bonds. The delegation made hereby shall expire if not
exercised by the Authorized Representative by Wednesday, May 1, 2024. The Authorized
Representative may determine to issue one or more series of Bonds and may exercise the
authority granted herein on one or more dates to effectuate the issuance of multiple series of
Bonds if multiple series are issued and, if multiple series are issued, each separate series may
close on separate dates or on the same date, as determined by the Authorized Representative.
The Bonds shall be sold at such prices, with and subject to such terms, as set forth in one or more
Bond Purchase Agreements.
(c) The Bonds of one or more series may be sold by public offering (either through a
negotiated or competitive offering) or by private placement. If the Bonds of one or more series
are sold by private placement, the Bond Purchase Agreement shall so state, and the Bond
Purchase Agreement may make changes to this Resolution to effect such private placement of
such Bonds, including the provisions hereof that pertain to the book -entry -only procedures
(including eliminating the book -entry -only system of registrations, payment and transfers) and to
the provisions relating to the Rule 15c2-12 undertaking (including eliminating or replacing such
undertaking with an agreement to provide alternative disclosure information). The foregoing
notwithstanding, the first series of obligations sold under authority of this Resolution shall be
sold as a public offering conducted as a negotiated sale.
(d) In satisfaction of Section 1201.022(a)(3)(B), Texas Government Code, the Board
hereby determines that the delegation of the authority to the Authorized Representative to
approve the final terms of the Bonds set forth in this Resolution is, and the decisions made by the
RESOLUTION NO. FWCCLGC-2023-02
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Authorized Representative pursuant to such delegated authority and incorporated into the Bond
Purchase Agreement will be, the most advantageous reasonably available, and the Authorized
Representative is hereby authorized to make and include a finding to that effect in the Bond
Purchase Agreement.
Section 4. REDEMPTION. (a) Optional Redemption. The Bonds may be subject to
redemption prior to their scheduled maturities at the option of the Corporation, on the dates and
in the manner provided in the Bond Purchase Agreement. Should the Bonds be subject to
redemption prior to their scheduled maturities, if less than all of the Bonds are to be redeemed by
the Corporation, the Corporation shall determine the maturity or maturities and the amounts to be
redeemed and shall direct the Paying Agent/Registrar to call Bonds, or portions of Bonds, within
a maturity and in the principal amounts for redemption and to select such Bonds to be redeemed
as provided in the FORM OF BOND; provided, that during any period in which ownership of the
Bonds is determined only by a book entry at a Depository for the Bonds, if fewer than all of the
Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular
Bonds shall be selected in accordance with the arrangements between the Corporation and the
Depository. The FORM OF BOND shall be revised to reflect any optional redemption of the
Bonds, to the extent provided in the Bond Purchase Agreement executed by an Authorized
Representative. The optional redemption of Bonds at the option of the Corporation may be made
conditional upon the occurrence of certain events, as may be provided for in the FORM OF
BOND.
(b) Mandatory Redemption. Should the Bond Purchase Agreement provide for the
mandatory sinking fund redemption of the Bonds, the terms and conditions governing any
mandatory sinking fund redemption and the payment of mandatory sinking fund payments shall
be as set forth therein, and the FORM OF BOND shall be revised to reflect any mandatory
sinking fund redemption of the Bonds, to the extent provided in the Bond Purchase Agreement
executed by an Authorized Representative.
(c) Extraordinary Optional Redemption. Should the Bond Purchase Agreement provide
for the extraordinary optional redemption of the Bonds, the terms and conditions governing any
extraordinary optional redemption shall be as set forth therein, and the FORM OF BOND shall
be revised to reflect any extraordinary optional redemption of the Bonds, to the extent provided
in the Bond Purchase Agreement executed by an Authorized Representative.
(d) General Notice. Notice of any redemption of Bonds shall be given in the following
manner, to -wit, a written notice of such redemption shall be given to the Registered Owner of
each Bond or a portion thereof being called for redemption at least thirty (30) days prior to the
date fixed for such redemption by depositing such notice in the United States mail, first-class
postage prepaid, addressed to each such Registered Owner at the address shown on the
Registration Books of the Paying Agent/Registrar; provided, that during any period in which
ownership of the Bonds is determined only by a book entry at a Depository for the Bonds, such
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notice shall be given to each Registered Owner pursuant to arrangements between the
Corporation and the Depository. By the date fixed for any such redemption due provision shall
be made by the Corporation with the Paying Agent/Registrar for the payment of the required
redemption price for the Bonds or the portions thereof which are to be so redeemed. If such
notice of redemption is given, and if due provision for such payment is made, and all conditions
precedent for the redemption have occurred, all as provided above, the Bonds, or the portions
thereof which are to be so redeemed, thereby automatically shall be redeemed prior to their
scheduled maturities, and shall not be regarded as being outstanding except for the right of the
owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided
for such payment. The Paying Agent/Registrar shall record in the Registration Books all such
redemptions of principal of the Bonds or any portion thereof. If a portion of any Bond shall be
redeemed, a substitute Bond or Bonds having the same maturity date, bearing interest at the same
rate, in any Authorized Denomination at the written request of the owner, and in an aggregate
principal amount equal to the unredeemed portion thereof, will be issued to the owner upon the
surrender thereof for cancellation, at the expense of the Corporation, all as provided in this
Resolution. The maturities of Bonds to be called for redemption shall be determined by the
Corporation. The Bonds or portions to be redeemed within each such maturity shall be selected
by the Paying Agent/Registrar as provided in the FORM OF BOND (provided that a portion of a
Bond may be redeemed only in an Authorized Denomination). The Corporation shall give
written notice to the Paying Agent/Registrar of any such redemption of Bonds at least sixty (60)
calendar days (or such shorter period as is acceptable to the Paying Agent/Registrar) prior to
such redemption.
(e) Additional Notice. (i) In addition to the manner of providing notice of redemption of
Bonds as set forth above, the Paying Agent/Registrar shall give notice of redemption of Bonds
by United States mail, first-class postage prepaid (or electronically, if permitted by recipient's
procedures), at least thirty (30) days prior to a redemption date to the MSRB and to any national
information service that disseminates redemption notices. In addition, in the event of a
redemption caused by an advance refunding of the Bonds, the Paying Agent/Registrar shall send
a second notice of redemption to the persons specified in the immediately preceding sentence at
least thirty (30) days but not more than ninety (90) days prior to the actual redemption date. Any
notices sent to the MSRB or such national information services shall be sent so that they are
received at least two (2) days prior to the general mailing or delivery or publication date of such
notice. The Paying Agent/Registrar shall also send a notice of prepayment or redemption to the
owner of any Bond who has not sent the Bonds in for redemption sixty (60) days after the
redemption date. Failure to provide the redemption notice described in this paragraph shall not
have any effect on the validity of such redemption.
(ii) Each redemption notice, whether required in the FORM OF BOND or otherwise by
this Resolution, shall contain a description of the Bonds to be redeemed including the complete
name of the Bonds called for redemption, the series, the date of issue, the interest rate, the
maturity date, the CUSIP number, the amounts called for redemption, the publication and
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delivery date for the notice, the date of redemption, the redemption price, any conditions
precedent to the redemption, the name of the Paying Agent/Registrar and the address at which
the Bond may be redeemed including a telephone number.
(iii) All redemption payments made by the Paying Agent/Registrar to the Registered
Owners of the Bonds shall include a CUSIP number relating to each amount paid to such
Registered Owner.
(f) Conditional Notice of Redemption. With respect to any optional redemption of the
Bonds, unless certain prerequisites to such redemption required by this Resolution 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 may state that said redemption may, at the option of the
Corporation, 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, or upon
any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is
given and such prerequisites to the redemption and sufficient moneys are not received, the initial
notice of redemption shall be of no force and effect, the Corporation 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 initial notice of redemption has been rescinded and
the Bonds described in the initial notice of redemption shall not be redeemed.
Section 5. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer,
Conversion and Exchange. The Corporation shall keep or cause to be kept at the Designated
Trust Office of BOKF, NA, Dallas, Texas, as the paying agent/registrar for the Bonds (the
"Paying Agent/Registrar"), books or records for the registration of the transfer, conversion and
exchange of the Bonds (the "Registration Books"), and the Corporation hereby appoints the
Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make
such registrations of transfers, conversions and exchanges under such reasonable regulations as
the Corporation and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall
make such registrations, transfers, conversions and exchanges as herein provided within three
days of presentation in due and proper form. The Paying Agent/Registrar shall obtain and record
in the Registration Books the address of the registered owner of each Bond to which payments
with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each
registered owner to notify the Paying Agent/Registrar in writing of the address to which
payments shall be mailed, and such interest payments shall not be mailed unless such notice has
been given. The Corporation shall have the right to inspect the Registration Books during
regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar
shall keep the Registration Books confidential and, unless otherwise required by law, shall not
permit their inspection by any other entity. The Corporation shall pay the Paying
Agent/Registrar's standard or customary fees and charges for making such registration, transfer,
conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assigmnents,
RESOLUTION NO. FWCCLGC-2023-02
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transfers, conversions and exchanges of Bonds shall be made in the manner provided and with
the effect stated in the FORM OF BOND set forth as Exhibit B to this Resolution. Each
substitute Bond shall bear a letter and/or number to distinguish it from each other Bond.
(b) Authentication. Except as provided in Section 5(e) hereof, an authorized
representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date
and manually sign said Bond, and no such Bond shall be deemed to be issued or outstanding
unless such Bond is so executed. The Paying Agent/Registrar shall promptly cancel all paid
Bonds and Bonds surrendered for conversion and exchange. No additional ordinances, orders or
resolutions need be passed or adopted by the governing body of the Corporation or any other
body or person to accomplish the foregoing conversion and exchange of any Bond or portion
thereof, and the Paying Agent/Registrar shall provide for the printing, execution and delivery of
the substitute Bonds in the manner prescribed herein. Pursuant to Subchapter D, Chapter 1201,
Texas Government Code, the duty of conversion and exchange of Bonds as aforesaid is hereby
imposed upon the Paying Agent/Registrar, and, upon the execution of said Bond, the converted
and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with
the same effect as the Bonds which initially were issued and delivered pursuant to this
Resolution, approved by the Attorney General and registered by the Comptroller.
(c) Payment of Bonds and Interest. The Corporation hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds,
all as provided in this Resolution. The Paying Agent/Registrar shall keep proper records of all
payments made by the Corporation and the Paying Agent/Registrar with respect to the Bonds,
and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in
this Resolution. However, in the event of a nonpayment of interest on a scheduled payment date,
and for thirty (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 Corporation. Notice of the Special Record
Date and of the scheduled payment date of the past due interest (which shall be 15 days after the
Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date
by United States mail, first-class postage prepaid, to the address of each registered owner
appearing on the Registration Books at the close of business on the last business day next
preceding the date of mailing of such notice.
(d) Substitute Pang A ent/Re istrar. The Corporation covenants with the registered
owners of the Bonds that at all times while the Bonds are outstanding the Corporation will
provide a competent and legally qualified bank, trust company, financial institution or other
agency to act as and perform the services of Paying Agent/Registrar for the Bonds under this
Resolution, and that the Paying Agent/Registrar will be one entity. The Corporation reserves the
right to, and may, at its option, change the Paying Agent/Registrar upon not less than 50 days
written notice to the Paying Agent/Registrar, to be effective not later than 45 days prior to the
next Debt Service Payment Date after such notice. In the event that the entity at any time acting
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as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should
resign or otherwise cease to act as such, the Corporation covenants that promptly it will appoint a
competent and legally qualified bank, trust company, financial institution, or other agency to act
as Paying Agent/Registrar under this Resolution. Upon any change in the Paying
Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books (or a copy thereof), along with all other pertinent books and records relating
to the Bonds, to the new Paying Agent/Registrar designated and appointed by the Corporation.
Upon any change in the Paying Agent/Registrar, the Corporation promptly will cause a written
notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the
Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address
of the new Paying Agent/Registrar. By accepting the position and performing as such, each
Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Resolution, and
a certified copy of this Resolution shall be delivered to each Paying Agent/Registrar.
(e) General Characteristics of the Bonds. The Bonds (i) shall be issued in fully
registered form, without interest coupons, with the principal of and interest on such Bonds to be
payable only to the Registered Owners thereof, (ii) may be redeemed prior to their scheduled
maturities (notice of which shall be given to the Paying Agent/Registrar by the Corporation at
least 35 days prior to any such redemption date), (iii) may be transferred and assigned, (iv) may
be converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be
signed, sealed, executed and authenticated, (vii) shall state that the principal of and interest on
the Bonds shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and
the Corporation shall have certain duties and responsibilities with respect to the Bonds, all as
provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND
set forth as Exhibit B to this Resolution. The Bonds initially issued and delivered pursuant to
this Resolution are not required to be, and shall not be, authenticated by the Paying
Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond
or Bonds issued under this Resolution the Paying Agent/Registrar shall execute the Paying
Agent/Registrar's Authentication Certificate, in the FORM OF BOND set forth as Exhibit B to
this Resolution.
(f) Book -Entry -Only System. Unless the Bonds are sold by private placement, the
Bonds issued in exchange for the Bonds initially issued to the Underwriter shall be initially
issued in the form of a separate single fully registered Bond for each of the maturities thereof.
Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede
& Co., as nominee of The Depository Trust Company of New York ("DTC"), and except as
provided in subsection (g) hereof, all of the outstanding Bonds shall be registered in the name of
Cede & Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the
Corporation and the Paying Agent/Registrar shall have no responsibility or obligation to any
securities brokers and dealers, banks, trust companies, clearing corporations and certain other
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organizations on whose behalf DTC was created ("DTC Participant") to hold securities to
facilitate the clearance and settlement of securities transactions among DTC Participants or to
any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without
limiting the immediately preceding sentence, the Corporation 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 registered owner of Bonds, as
shown on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to
any DTC Participant or any other person, other than a registered owner of Bonds, as shown in
the Registration Books of any amount with respect to principal of or interest on the Bonds.
Notwithstanding any other provision of this Resolution to the contrary, the Corporation and the
Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each
Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose
of payment of principal and interest with respect to such Bond, for the purpose of registering
transfers with respect to such Bond, and for all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of
the registered owners, as shown in the Registration Books as provided in this Resolution, or their
respective attorneys duly authorized in writing, and all such payments shall be valid and
effective to fully satisfy and discharge the Corporation's obligations with respect to payment of
principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other
than a registered owner, as shown in the Registration Books, shall receive a Bond certificate
evidencing the obligation of the Corporation to make payments of principal and interest pursuant
to this Resolution. 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 Resolution with respect to interest checks being mailed to the registered
owner at the close of business on the Record Date, the words "Cede & Co." in this Resolution
shall refer to such new nominee of DTC.
(g) Successor Securities Depository; Transfers Outside Book -Entry -Only System. If the
Bonds are subject to the DTC book -entry system, and in the event that the Corporation
determines that DTC is incapable of discharging its responsibilities described herein and in the
representation letter of the Corporation to DTC or that it is in the best interest of the beneficial
owners of the Bonds that they be able to obtain certificated Bonds, the Corporation shall
(i) appoint a successor securities depository, qualified to act as such under Section 17A of the
Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants 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 of the availability
through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having
Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to
being registered in the Registration Books 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
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whatever name or names registered owners transferring or exchanging Bonds shall designate, in
accordance with the provisions of this Resolution.
(h) Payments to Cede & Co. Notwithstanding any other provision of this Resolution to
the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC,
all payments with respect to principal of and interest on such Bond and all notices with respect to
such Bond shall be made and given, respectively, in the manner provided in the representation
letter of the Corporation to DTC.
(i) Cancellation of Initial Bond(s). On the Closing Date, one initial Bond representing
the entire principal amount of the Bonds, payable in stated installments to the order of the
Underwriter or its designee, executed by manual or facsimile signature of the President and
Secretary of the Board, approved by the Attorney General, and registered and signed by the
Comptroller, as provided in the FORM OF BOND set forth as Exhibit B to this Resolution, will
be delivered to the Underwriter or its designee. If the Bonds are sold subject to the book -entry
system of DTC, then upon payment for the initial Bond(s), the Paying Agent/Registrar shall
insert the Closing Date on the initial Bond(s), cancel each of the initial Bond(s) and deliver to
DTC on behalf of the Underwriter one registered definitive Bond for each year of maturity of the
Bonds, in the aggregate principal amount of all of the Bonds for such maturity, registered in the
name of Cede & Co., as nominee of DTC. To the extent that the Paying Agent/Registrar is
eligible to participate in DTC's FAST System, pursuant to an agreement between the Paying
Agent/Registrar and DTC, the Paying Agent/Registrar shall hold the definitive Bonds in
safekeeping for DTC.
Section 6. FORM OF BONDS. The form of all Bonds, including the form of the
Authentication Certificate, the form of Assignment, and the form of the Comptroller's
Registration Certificate to be attached only to the Bonds initially issued and delivered pursuant to
this Resolution, shall be, respectively, substantially as set forth in Exhibit B to this Resolution,
with such appropriate variations, omissions, or insertions as are permitted or required by this
Resolution.
Section 7. RULES OF CONSTRUCTION. For all purposes of this Resolution, unless
the context requires otherwise, all references to designated Sections and other subdivisions are to
the Sections and other subdivisions of this Resolution. The words "herein", "hereof' and
"hereunder" and other words of similar import refer to this Resolution as a whole and not to any
particular Section or other subdivision. Except where the context otherwise requires, terms
defined in this Resolution to impart the singular number shall be considered to include the plural
number and vice versa. References to any named person means that party and its successors and
assigns. References to any constitutional, statutory or regulatory provision means such provision
as it exists on the date this Resolution is adopted by the Corporation and any future amendments
thereto or successor provisions thereof. All ordinances and resolutions or parts thereof in
conflict herewith are hereby repealed.
Section 8. PLEDGE AND SOURCE OF PAYMENT. The Bonds are and shall be
secured by and payable from a first lien on and pledge of the Pledged Revenues; and the Pledged
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Revenues are further pledged to the establishment and maintenance of the Debt Service Fund to
the extent hereinafter provided.
Section 9. LIMITED OBLIGATIONS. THE BONDS ARE LIMITED OBLIGATIONS
OF THE CORPORATION, PAYABLE SOLELY FROM THE PLEDGED REVENUES. THE
BONDS ARE OBLIGATIONS SOLELY OF THE CORPORATION AND DO NOT
CONSTITUTE, WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL
PROVISION, AN INDEBTEDNESS, AN OBLIGATION OR A LOAN OF CREDIT OF THE
CITY, THE STATE OF TEXAS, OR ANY OTHER MUNICIPALITY, COUNTY OR OTHER
POLITICAL CORPORATION OR SUBDIVISION OF THE STATE OF TEXAS. THE CITY
IS NOT OBLIGATED TO MAKE PAYMENTS ON THE PROJECT FROM ANY SOURCES
OTHER THAN FROM THE SOURCES IDENTIFIED IN THE LEASE AGREEMENT. THE
OBLIGATION OF THE CITY TO MAKE LEASE PAYMENTS IS A CURRENT EXPENSE
OF THE CITY, PAYABLE SOLELY FROM FUNDS ANNUALLY APPROPRIATED FOR
SUCH PURPOSE. THE LEASE AGREEMENT MAY BE TERMINATED ANNUALLY BY
THE CITY WITHOUT ANY PENALTY, AND THERE CAN BE NO ASSURANCE THAT
THE CITY WILL ANNUALLY APPROPRIATE FUNDS SUFFICIENT TO MAKE THE
LEASE PAYMENTS DUE UNDER THE LEASE AGREEMENT. IF THE CITY DOES NOT
APPROPRIATE SUCH FUNDS, THE LEASE AGREEMENT WILL BE TERMINATED AND
THE CITY WILL HAVE NO FURTHER OBLIGATION TO MAKE LEASE PAYMENTS,
REGARDLESS OF WHETHER THE BONDS OR ANY PORTION THEREOF REMAIN
OUTSTANDING.
Section 10. NOTICE OF NONAPPROPRIATION. Pursuant to Section 17.1 of the
Lease Agreement, in the event that at the time the City adopts its budget for the succeeding
Fiscal Year, either no funds or insufficient funds are appropriated by the City in any Fiscal Year
for any payments due from the City to the Corporation under the Lease Agreement, the City is
required to notify the Corporation in writing of such occurrence no later than (_j Business
Days prior to the adoption of the budget by the governing body of the City, and in the event any
subtenant under the Lease Agreement elects not to assume the City's obligations under the Lease
Agreement, the Lease Agreement shall terminate on the last day of the Fiscal Year for which
appropriations were received.
Section 11. PLEDGED REVENUE FUND. There is hereby created and established a
fund to be designated the "Pledged Revenue Fund." Immediately upon receipt thereof, the
Corporation shall deposit into the Pledged Revenue Fund all Lease Payments. Money in the
Pledged Revenue Fund shall be applied in the following manner and order of priority:
(i) First, to the Debt Service Fund, amounts necessary to make the amounts
on deposit therein equal to the principal and interest, and premium, if any,
due on the Bonds in the then current Fiscal Year (including any unpaid
principal and interest from a prior Fiscal Year);
RESOLUTION NO. FWCCLGC-2023-02
PAGE 12
(ii) Second, in the event that a reserve fund is hereafter created as permitted
by Section 14 of this Resolution, in roughly equal installments over a
twelve (12) month period, the amount necessary to restore such reserve
fund to its reserve fiend requirement as defined in the proceedings creating
such reserve fund; and
(iii) Third, to any fund or account created for the benefit of any Subordinate
Lien Obligations issued or incurred by the Corporation.
Section 12. DEBT SERVICE FUND. There is hereby created and established a fund to
be designated the "Debt Service Fund". For purposes of paying the principal of and interest on
the Bonds as the same becomes due and payable, the Corporation hereby covenants and agrees to
cause to be deposited to the Debt Service Fund from the Pledged Revenues an amount which is
sufficient to pay principal of and interest on the Bonds as the same becomes due.
Section 13. PROJECT FUND. There is hereby created and established a fund to be
designated the "Project Fund". The Project Fund shall initially be funded as provided in this
Resolution, and funds on deposit in the Project Fund shall be used to pay the cost of acquiring
the Project and Issuance Costs.
Section 14. NO RESERVE FUND. No reserve fund has been established for the benefit
of the Bonds. The Corporation reserves the right to establish a reserve fund for the benefit of the
Bonds or any Additional Bonds or Refunding Bonds.
Section 15. PAYMENT OF BONDS. On or before the first scheduled Debt Service
Payment Date, and on or before each Debt Service Payment Date thereafter while any Bond is
Outstanding and unpaid, the Corporation shall make available to the Paying Agent/Registrar, in
the manner provided in this Resolution, out of the Debt Service Fund monies sufficient to pay
such interest on and such principal amount of the Outstanding Bonds, as shall become due on
such dates, respectively, at maturity or by redemption prior to maturity.
Section 16. ADDITIONAL BONDS; REFUNDING BONDS. (a) The Corporation
reserves the right to issue, for any lawful purpose, one or more series of Additional Bonds
payable from and secured by a first lien on the Pledged Revenues, on a parity with the Bonds,
and any previously issued Additional Bonds; provided, however, that no Additional Bonds may
be issued unless:
(i) The Additional Bonds mature on, and interest is payable on, the Principal
Payment Dates and Interest Payment Dates, respectively;
(ii) The Corporation is not in material default with the terms of the Lease
Agreement, this Resolution or any resolution authorizing the issuance of
any then -Outstanding Additional Bonds; and
RESOLUTION NO. FWCCLGC-2023-02
PAGE 13
(iii) The City is not in material default with the terms of the Lease Agreement.
(b) The Corporation reserves the right to issue Refunding Bonds payable from and
secured by a first lien on the Pledged Revenues, on a parity with the Bonds, for the purpose of
refunding the Bonds or any series of Additional Bonds.
Section 17: SUBORDINATE LIEN OBLIGATIONS. The Corporation reserves the
right to issue, for any lawful purpose, Subordinate Lien Obligations secured in whole or in part
by liens on the Pledged Revenues that are junior and subordinate to the lien on Pledged
Revenues securing payment of the Bonds. Such Subordinate Lien Obligations may be further
secured by any other source of payment lawfully available for such purposes.
Section 18. COVENANTS OF THE CORPORATION. (a) Payment of Bonds and
Performance of Obligations. To the extent Lease Payments are made and are available for such
purpose, the Corporation covenants to promptly pay or cause to be paid all Bonds when due,
including specifically to promptly pay or cause to be paid the principal of, redemption premium,
if any, and interest on the Bonds as the same become due and payable, whether at maturity or by
prior redemption, in accordance with the terms of the Bonds and this Resolution; to pay when
due all fees, charges and other amounts due to the Paying Agent/Registrar for the discharge of
their duties hereunder; and to faithfully keep and perform all of its covenants, undertakings and
agreements contained in this Resolution, the Lease Agreement and the Bonds.
(b) Recordation and Execution of Security Instruments. (i) The Corporation
covenants to cause this Resolution, any supplemental resolutions, and all other security
instruments, financing statements and supplements thereto that may be necessary, to be filed,
recorded, and refiled, in such manner, at such times and in such places as may be required by law
in order to fully preserve and protect the rights and security of the Owners of the Bonds and to
perfect and preserve the lien of this Resolution. Without limiting the generality of the foregoing,
the Corporation shall execute and deliver such additional instruments and perform such
additional acts as may be necessary and proper after the execution of this Resolution.
(ii) Chapter 1208, Texas Government Code, applies to the issuance of the Bonds
and the pledge of the Pledged Revenues granted by the Corporation under this
Resolution, and such pledge is therefore valid, effective and perfected. If Texas law is
amended at any time while any Bonds are outstanding and unpaid such that the pledge of
the Pledged Revenues granted by the Corporation hereunder is to be subject to the filing
requirements of Chapter 9, then in order to preserve to the Registered Owners of the
Bonds the perfection of the security interest in said pledge, the Board agrees to take such
measures as it determines are reasonable and necessary under Texas law to comply with
the applicable provisions of Chapter 9 and enable a filing to perfect the security interest
in said pledge to occur.
RESOLUTION NO. FWCCLGC-2023-02
PAGE 14
(c) Title; Encumbrances of Pledged Revenues. The Corporation covenants that it has
good and indefeasible title to the Lease Payments, subject to the assignments and pledges
contained herein. So long as any Bonds remain Outstanding, except as otherwise permitted by
this Resolution, the Corporation covenants not to sell, transfer, assign, pledge, encumber,
mortgage or otherwise dispose of, directly or indirectly, by merger or otherwise, or cause or
suffer same, or create or allow to accrue or exist any lien upon, all or any part of its interest in
the Pledged Revenues or any portion thereof, except for the lien of this Resolution.
(d) Pledged Revenues Not Encumbered. The Pledged Revenues are not in any
manner pledged to the payment of any debt or obligation of the Corporation other than the
Bonds. The Corporation covenants that it will not in any manner pledge or further encumber the
Pledged Revenues unless such pledge or encumbrance is in compliance with the provisions
hereof. Notwithstanding the foregoing, the lien on, pledge of, and rights in and to the Lease
Payments established, made and granted herein constitutes a first and senior lien thereon, subject
only to the rights of the City to terminate the Lease Agreement and no longer appropriate funds
to make Lease Payments.
(e) Collection of Lease Payments. Subject to the provisions of applicable law and the
Lease Agreement, the Corporation covenants and agrees to use its best efforts to cause the City
to pay, when due, all Lease Payments to provide for the payment of principal of and interest on
the Bonds. The foregoing notwithstanding, the Corporation acknowledges that the City has the
right to determine in any Fiscal Year whether to appropriate funds necessary to make the Lease
Payments under the terms of the Lease Agreement, and that the failure to so appropriate such
fiends will result in the termination of the Lease Agreement.
(f) Amendment of Lease Agreement. The Corporation covenants not to cause any
amendment of the Lease Agreement that will in any manner materially impair the rights of the
Owners of the Bonds.
(g) No Liability for Lease Payments or Covenants. Except as expressly provided in
this Resolution, the Corporation shall not have any obligation or liability with respect to the
payment or sufficiency of Lease Payments payable by the City when due or with respect to the
performance by the City of any other covenant made by it in the Lease Agreement, or with
respect to the value of the Project; provided, however, that the foregoing does not reduce or
eliminate any of the Corporation's specified responsibilities or obligations under the Lease
Agreement and this Resolution.
(h) Maintenance of Corporation. So long as any Bonds remain Outstanding, the
Corporation covenants that it will during the term of the Lease Agreement, within the limits of
its authority, (1) comply with all contractual provisions and agreements entered into by it and
with all valid rules, regulations, directions or orders of any governmental, administrative, or
judicial body promulgating same, noncompliance with which would materially and adversely
affect the operation of the Project, (2) remain in good standing, preserve its legal authority and
right to do business in the State, and maintain its existence as a local governrrrent corporation
RESOLUTION NO. FWCCLGC-2023-02
PAGE 15
under Chapter 431, (3) not dissolve or otherwise dispose of all or any material part of its assets,
and (4) not combine, consolidate with, or merge into another entity without the prior written
consent of the City.
(i) Accounts, Records, and Audits. So long as any Bonds remain Outstanding, the
Corporation covenants and agrees that it will maintain a proper and complete system of records
and accounts pertaining to the operation of the Project and the Corporation in which full, true
and proper entries will be made of all dealings, transactions, business and affairs which in any
way affect or pertain to the Project, the Corporation or the Pledged Revenues. The Corporation
shall after the close of each Fiscal Year cause an audit to be prepared by an independent certified
public accountant or independent firm of certified public accountants. All expenses incurred in
preparing audits shall be maintenance and operation expenses. The City shall have the right to
inspect the records and accounts pertaining to the operation of the Project upon providing notice
to the Corporation, and the Corporation shall make such records and accounts available for
inspection during normal business hours.
0) Lease Agreement. Pursuant to the terms of the Lease Agreement, the City is
obligated, subject to annual appropriation, to make available to the Corporation lease payments,
on the dates and in the mamier provided in the Lease Agreement, in amounts sufficient to pay the
principal of and interest on outstanding Bonds. By approving this Resolution, the City agrees
that for so long as any Bond is Outstanding, commencing on the Closing Date, the City will not
amend the Lease Agreement in a manner that is materially adverse to the interests of the owners
of the Bonds.
Section 19. TAXABLE BONDS. The Corporation does not intend to issue the Bonds in
a mamier such that the Bonds would constitute obligations described in section 103(a) of the
Internal Revenue Code of 1986 (the "Code") and all applicable temporary, proposed and final
regulations and procedures promulgated thereunder or promulgated under the Internal Revenue
Code of 1954, to the extent applicable to the Code.
Section 20. USE OF BOND PROCEEDS. The proceeds from the sale of the Bonds shall
be used in the manner described in a letter of instructions executed by or on behalf of the
Corporation.
Section 21. AMENDMENT OF RESOLUTION. (a) Approval of Bondholders
Required. The owners of a majority in principal amount of the Bonds shall have the right from
time to time to approve any amendment to this Resolution which may be deemed necessary or
desirable by the Corporation, provided, however, that nothing herein contained shall permit or be
construed to permit the amendment of the terms and conditions in this Resolution or in the Bonds
so as to:
(1) Make any change in the maturity of any of the Outstanding Bonds;
(2) Reduce the rate of interest borne by any of the Outstanding Bonds;
RESOLUTION NO. FWCCLGC-2023-02
PAGE 16
(3) Reduce the amount of the principal payable on the Outstanding Bonds;
(4) Modify the terms of payment of principal of, premium, if any, or interest on the
Outstanding Bonds or impose any conditions with respect to such payment;
(5) Affect the rights of the owners of less than all of the Bonds then Outstanding;
(6) Amend this clause (a) of this Section; or
(7) Change the minimum percentage of the principal amount of Bonds necessary for
consent to any amendment;
unless such amendment or amendments shall be approved by the owners of all of the Bonds then
Outstanding.
(b) Notice of Amendment. If at any time the Corporation shall desire to amend this
Resolution under this Section, the Corporation shall send by U.S. mail, first class, postage
prepaid, to each registered owner of the affected Bonds a copy of the proposed amendment.
(c) Effectiveness of Consent and Approval. Whenever at any time within one year from
the date of mailing of such notice the Corporation shall receive an instrument or instruments
executed by the Registered Owners of at least a majority in aggregate principal amount of all of
the Bonds then outstanding that are required for the amendment (or 100% if such amendment is
made in accordance with paragraph (b)), which instrument or instruments shall refer to the
proposed amendment and which shall specifically consent to and approve such amendment, the
Corporation may adopt the amendment in substantially the same form.
(d) Amendment Effective. Upon the adoption of any amendatory Resolution pursuant to
the provisions of this Section, this Resolution shall be deemed to be modified and amended in
accordance with such amendatory Resolution, and the respective rights, duties, and obligations
of the Corporation and all Registered Owners of such affected Bonds shall thereafter be
determined, exercised, and enforced, subject in all respects to such amendment.
(e) Revocation of Consent. Any consent given by the Registered Owner of a Bond
pursuant to the provisions of this Section shall be irrevocable for a period of six months from the
date of such consent and shall be conclusive and binding upon all future Registered Owners of
the same Bond during such period. Such consent may be revoked at any time after six months
from the date of said consent by the Registered Owner who gave such consent, or by a successor
in title, by filing notice with the Corporation, but such revocation shall not be effective if the
Registered Owners the required amount of the affected Bonds then outstanding, have, prior to the
attempted revocation, consented to and approved the amendment.
(f) Amendments Not Requiring Bondholder Consent. The foregoing provisions of this
Section notwithstanding, the Corporation by action of the Board may amend this Resolution
without the consent of any owner of the Bonds, solely for any one or more of the following
purposes:
RESOLUTION NO. FWCCLGC-2023-02
PAGE 17
(1) To add to the covenants and agreements of the Corporation in this Resolution
contained, other covenants and agreements thereafter to be observed, grant additional
rights or remedies to the owners of the Bonds or to surrender, restrict or limit any right or
power herein reserved to or conferred upon the Corporation;
(2) To make such provisions for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained in this Resolution, or in
regard to clarifying matters or questions arising under this Resolution, as are necessary or
desirable and not contrary to or inconsistent with this Resolution and which shall not
adversely affect the interests of the owners of the Bonds then Outstanding;
(3) To modify any of the provisions of this Resolution in any other respect
whatsoever, provided that such modification shall be, and be expressed to be, effective
only after the Bonds Outstanding at the date of the adoption of such modification shall
cease to be Outstanding;
(4) To make such changes, modifications or amendments as may be necessary or
desirable in order to allow the owners of the Bonds to thereafter avail themselves of a
book -entry system for payments, transfers and other matters relating to the Bonds, which
changes, modifications or amendments are not contrary to or inconsistent with other
provisions of this Resolution and which shall not adversely affect the interests of the
owners of the Bonds;
(5) To make such changes, modifications or amendments as are permitted by
Section 23(c)(vi) of this Resolution; and
(6) To make such changes, modifications or amendments as may be necessary or
desirable in order to obtain or maintain the granting of a rating on the Bonds by a Rating
Agency.
(g) Eligibility to Approve Amendment. Ownership of the Bonds shall be established
by the Registration Books maintained by the Paying Agent/Registrar, in its capacity as registrar
and transfer agent for the Bonds.
Section 22. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Delivery of Substitute Bonds. That in the event any Outstanding Bond is damaged,
mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed,
executed, and delivered, a new Bond of the same principal amount, maturity, and interest rate, as
the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the
manner hereinafter provided.
(b) Application. Application for replacement of damaged, mutilated, lost, stolen, or
destroyed Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or
destruction of a Bond, the applicant for a replacement bond shall furnish to the Corporation and
RESOLUTION NO. FWCCLGC-2023-02
PAGE 18
to the Paying Agent/Registrar such security or indemnity as may be required by them to save
each of them harmless from any loss or damage with respect thereto. Also, in every case of loss,
theft, or destruction of a Bond, the applicant shall furnish to the Corporation and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as
the case may be. In every case of damage or mutilation of a Bond, the applicant shall surrender
to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) Payment without Replacement Bond. Notwithstanding the foregoing provisions of
this Section, in the event any such Bond shall have matured, and no default has occurred which
is then continuing in the payment of the principal of, premium, if any, or interest on the Bond,
the Corporation may authorize the payment of the same (without surrender thereof except in the
case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security
or indemnity is furnished as above provided in this Section.
(d) Costs of Replacement Bond. Prior to the issuance of any replacement bond, the
Paying Agent/Registrar shall charge the owner of such Bond with all legal, printing, and other
expenses in connection therewith. Every replacement bond issued pursuant to the provisions of
this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a
contractual obligation of the Corporation whether the lost, stolen, or destroyed Bond shall be
found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this
Resolution equally and proportionately with any and all other Bonds duly issued under this
Resolution.
(e) Statutory Authority. In accordance with Chapter 1206, this Section of this Resolution
shall constitute authority for the issuance of any such replacement bond without necessity of
further action by the Board or any other body or person, and the duty of the replacement of such
bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying
Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with the
effect for Bonds issued in exchange for other Bonds.
Section 23. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. (i)
The Corporation shall provide annually to the MSRB (1) within six months after the end of each
Fiscal Year ending in or after 2023, financial information and operating data with respect to the
Corporation of the general type described in Exhibit C hereto, and (2) if not provided as part of
the financial information and operating data, annual financial statements of the Corporation,
when and if available. Any financial statements so to be provided shall be (1) prepared in
accordance with the accounting principles described in Exhibit C hereto, or such other
accounting principles as the Corporation may be required to employ from time to time pursuant
to state law or regulation, and (2) audited, if the Corporation commissions an audit of such
statements and the audit is completed within twelve (12) months after the end of each Fiscal
Year ending in or after 2023. If audited financial statements are not available by the end of the
twelve (12) month period, then the Corporation shall provide notice that the audited financial
statements are not available, shall provide unaudited financial statements within the twelve (12)
RESOLUTION NO. FWCCLGC-2023-02
PAGE 19
month period, and shall provide audited financial statements for the applicable Fiscal Year to the
MSRB, when and if the audited financial statements become available.
(ii) If the Corporation changes its Fiscal Year, it will notify the MSRB of the change
(and of the date of the new Fiscal Year end) prior to the next date by which the Corporation
otherwise would be required to provide financial information and operating data pursuant to this
Section. The financial information and operating data to be provided pursuant to this Section
may be set forth in full in one or more documents or may be included by specific reference to
any document (including an official statement or other offering document, if it is available from
the MSRB) that theretofore has been provided to the MSRB or filed with the SEC. Filings shall
be made electronically, in such format as is prescribed by the MSRB.
(b) Disclosure Event Notices. The Corporation shall notify the MSRB of any of the
following events with respect to the Bonds, in a timely manner not in excess of ten Business
Days after the occurrence of the event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds,
if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the Corporation;
13. The consummation of a merger, consolidation, or acquisition involving the
Corporation or the sale of all or substantially all of the assets of the
Corporation, other than in the ordinary course of business, the entry into a
definitive agreement to undertake such an action or the termination of a
definitive agreement relating to any such actions, other than pursuant to its
terms, if material;
14. Appointment of a successor Paying Agent/Registrar or change in the name
of the Paying Agent/Registrar, if material;
RESOLUTION NO. FWCCLGC-2023-02
PAGE 20
15. Incurrence of a Financial Obligation of the Obligated Person, if material,
or agreement to covenants, events of default, remedies, priority rights, or
other similar terms of a Financial Obligation of the Obligated Person, any
of which affect security holders, if material; and
16. Default, event of acceleration, termination event, modification of terms, or
other similar event under the terms of a Financial Obligation of the
Obligated Person, and which reflect financial difficulties.
The Corporation shall notify the MSRB, in a timely manner, of any failure by the Corporation to
provide financial information or operating data in accordance with subsection (b) of this Section
by the time required by subsection (a).
As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or similar
event" means the appointment of a receiver, fiscal agent or similar officer for the Corporation in
a proceeding under the Bankruptcy Code or in any other proceeding under state or federal law in
which a court or governmental authority has assumed jurisdiction over substantially all of the
assets or business of the Corporation, or if jurisdiction has been assumed by leaving the Board
and official or officers of the Corporation in possession but subject to the supervision and orders
of a court or governmental authority, or the entry of an order confirming a plan of reorganization,
arrangement or liquidation by a court or governmental authority having supervision or
jurisdiction over substantially all of the assets or business of the Corporation.
As used in clauses 15 and 16 above, the term "Financial Obligation" means: (i) a debt
obligation; (ii) a derivative instrument entered into in connection with, or pledged as security or a
source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii),
however, the term Financial Obligation shall not include Municipal Securities as to which a final
official statement has been provided to the MSRB consistent with the Rule; the term "Municipal
Securities" means securities which are direct obligations of, or obligations guaranteed as to
principal or interest by, a state or any political subdivision thereof, or any agency or
instrumentality of a state or any political subdivision thereof, or any municipal corporate
instrumentality of one or more states and any other Municipal Securities described by Section
3(a)(29) of the Securities Exchange Act of 1934, as the same may be amended from time to time;
and the term "Obligated Person" means the Corporation.
(c) Limitations Disclaimers and Amendments. (i) The Corporation shall be obligated
to observe and perform the covenants specified in this Section for so long as, but only for so long
as, the Corporation remains an "obligated person" with respect to the Bonds within the meaning
of the Rule, except that the Corporation in any event will give notice of any deposit made in
accordance with this Resolution or applicable law that causes Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the Holders and Beneficial
Owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The Corporation
undertakes to provide only the financial information, operating data, financial statements, and
RESOLUTION NO. FWCCLGC-2023-02
PAGE 21
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the Corporation's financial results, condition, or prospects or to update any
information provided in accordance with this Section or otherwise, except as expressly provided
herein. The Corporation does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CORPORATION BE LIABLE TO
THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CORPORATION, WHETHER NEGLIGENT OR WITHOUT FAULT
ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT
AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON
ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MANDAMUS OR SPECIFIC PERFORMANCE.
(iv) No default by the Corporation in observing or performing its obligations under this
Section shall comprise a breach of or default under this Resolution for purposes of any other
provision of this Resolution. Nothing in this Section is intended or shall act to disclaim, waive,
or otherwise limit the duties of the Corporation under federal and state securities laws.
(v) Should the Rule be amended to obligate the Corporation to make filings with or
provide notices to entities other than the MSRB, the Corporation agrees to undertake such
obligation in accordance with the Rule as amended.
(vi) The provisions of this Section may be amended by the Corporation from time to
time to adapt to changed circumstances that arise from a change in legal requirements, a change
in law, or a change in the identity, nature, status, or type of operations of the Corporation, but
only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to
purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking
into account any amendments or interpretations of the Rule since such offering as well as such
changed circumstances and (2) either (a) the registered owners of a majority in aggregate
principal amount (or any greater amount required by any other provision of this Resolution that
authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a
person that is unaffiliated with the Corporation (such as nationally recognized bond counsel)
determined that such amendment will not materially impair the interest of the registered owners
and beneficial owners of the Bonds. If the Corporation so amends the provisions of this Section,
it shall include with any amended financial information or operating data next provided in
accordance with subsection (b) of this Section an explanation, in narrative form, of the reason for
the amendment and of the impact of any change in the type of financial information or operating
data so provided. The Corporation may also amend or repeal the provisions of this continuing
disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court
of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and
RESOLUTION NO. FWCCLGC-2023-02
PAGE 22
to the extent that the provisions of this sentence would not prevent an underwriter from lawfully
purchasing or selling Bonds in the primary offering of the Bonds.
(d) Continuing Disclosure Obligation of the City. By approving this Resolution, the City
agrees to provide the Corporation with information to enable the Corporation to satisfy its
obligations under this Section 23. The Corporation agrees to take such actions that may be
necessary or desirable to cause the City to comply with its agreement described in this subsection
(d) of Section 23 to provide such information to the Corporation in a timely manner.
Section 24. DEFEASANCE. (a) Defeased Bonds. Any Bond and the interest thereon
shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the
meaning of this Resolution, when payment of the principal of such Bond, plus interest thereon to
the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have
been made or caused to be made in accordance with the terms thereof, or (ii) shall have been
provided for on or before such due date by irrevocably depositing with or making available to the
Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future
Escrow Agreement") for such payment (1) lawful money of the United States of America
sufficient to make such payment or (2) Defeasance Securities that mature as to principal and
interest in such amounts and at such times as will insure the availability, without reinvestment, of
sufficient money to provide for such payment, and when proper arrangements have been made
by the Corporation with the Paying Agent/Registrar for the payment of its services until all
Defeased Bonds shall have become due and payable. At such time as a Bond shall be deemed to
be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer
be secured by, payable from, or entitled to the benefits of, the Pledged Revenues as provided in
this Resolution, and such principal and interest shall be payable solely from such money or
Defeasance Securities. Notwithstanding any other provision of this Resolution to the contrary, it
is hereby provided that any determination not to redeem Defeased Bonds that is made in
conjunction with the payment arrangements specified in subsection 24(a)(i) or (ii) shall not be
irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the
Corporation expressly reserves the right to call the Defeased Bonds for redemption; (2) gives
notice of the reservation of that right to the owners of the Defeased Bonds immediately
following the making of the payment arrangements; and (3) directs that notice of the reservation
be included in any redemption notices that it authorizes.
(b) Investment in Defeasance Securities. Any moneys so deposited with the Paying
Agent/Registrar may at the written direction of the Corporation be invested in Defeasance
Securities, maturing in the amounts and times as hereinbefore set forth, and all income from such
Defeasance Securities received by the Paying Agent/Registrar that is not required for the
payment of the Bonds and interest thereon, with respect to which such money has been so
deposited, shall be turned over to the Corporation, or deposited as directed in writing by the
Corporation. Any Future Escrow Agreement pursuant to which the money and/or Defeasance
Securities are held for the payment of Defeased Bonds may contain provisions permitting the
investment or reinvestment of such moneys in Defeasance Securities or the substitution of other
Defeasance Securities upon the satisfaction of the requirements specified in subsection 24(a)(i)
RESOLUTION NO. FWCCLGC-2023-02
PAGE 23
or (ii). All income from such Defeasance Securities received by the Paying Agent/Registrar
which is not required for the payment of the Defeased Bonds, with respect to which such money
has been so deposited, shall be remitted to the Corporation or deposited as directed in writing by
the Corporation.
(c) Selection of Defeased Bonds. In the event that the Corporation elects to defease
less than all of the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall
select, or cause to be selected, such amount of Bonds by such random method as it deems fair
and appropriate and when the Bonds are held in book -entry form, in accordance with the
applicable procedures of the Depository.
(d) Continuing Duty of Pang Agent/Registrar. Until all Defeased Bonds shall have
become due and payable, the Paying Agent/Registrar shall perform the services of Paying
Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the
Corporation shall make proper arrangements to provide and pay for such services as required by
this Resolution.
Section 25. PAYMENT AND PERFORMANCE ON BUSINESS DAYS. Except as
provided to the contrary in the FORM OF BOND, whenever under the terms of this Resolution
or the Bonds, the performance date of any provision hereof or thereof, including the payment of
principal of or interest on the Bonds, shall occur on a day other than a Business Day, then the
performance thereof, including the payment of principal of and interest on the Bonds, need not
be made on such day but may be performed or paid, as the case may be, on the next succeeding
Business Day with the same force and effect as if made on the date of performance or payment.
Section 26. LIMITATION OF BENEFITS WITH RESPECT TO THE RESOLUTION.
With the exception of the rights or benefits herein expressly conferred, nothing expressed or
contained herein or implied from the provisions of this Resolution or the Bonds is intended or
should be construed to confer upon or give to any person other than the Corporation, the Holders,
and the Paying Agent/Registrar, any legal or equitable right, remedy, or claim under or by reason
of or in respect to this Resolution or any covenant, condition, stipulation, promise, agreement, or
provision herein contained. This Resolution and all of the covenants, conditions, stipulations,
promises, agreements, and provisions hereof are intended to be and shall be for and inure to the
sole and exclusive benefit of the Corporation, the Holders, and the Paying Agent/Registrar as
herein and therein provided.
Section 27. FURTHER PROCEDURES. The President, Vice President and Secretary of
the Board, and all other officers, employees, and agents of the Corporation, and each of them,
shall be and they are hereby expressly authorized, empowered and directed from time to time and
at any time to do and perform all such acts and things and to execute, acknowledge and deliver in
the name and under the corporate seal and on behalf of the Corporation all such instruments,
whether herein mentioned, including, without limitation, a paying agent agreement with the
Paying Agent/Registrar in a form consistent with the terms and conditions set forth in the Master
Paying Agent Agreement the City and BOKF, NA, have executed and is currently in effect
RESOLUTION NO. FWCCLGC-2023-02
PAGE 24
regarding the performance by BOKF, NA, of the duties of paying agent and registrar for
obligations issued from time to time by the City, as may be necessary or desirable in order to
carry out the terms and provisions of this Resolution and the Bonds, including, but not limited to,
conforming documents to receive the approval of the Texas Attorney General and to receive
ratings from any Rating Agency. The Board authorizes the payment of the fee of the Attorney
General for the examination of the proceedings relating to the issuance of the Bonds, in the
amount determined in accordance with the provisions of Section 1202.004, Texas Government
Code.
Section 28. APPROVAL AND REGISTRATION OF BONDS. The President of the
Board is hereby authorized to have control of the Bonds and all necessary records and
proceedings pertaining to the Bonds pending their delivery and their investigation, examination
and approval by the Attorney General, and their registration by the Comptroller. Upon
registration of the Bonds, the Comptroller (or a deputy designated in writing to act for the
Comptroller) shall sign the Comptroller's Registration Certificate accompanying the Bonds in
the manner provided by State law, and the seal of the Comptroller shall be impressed, or placed
in facsimile, on each such certificate.
Section 29. INVESTMENTS; SECURITY FOR FUNDS. (a) Investment Earnings.
Interest earnings derived from the investment of proceeds from the sale of the Bonds shall be
used for the purposes for which the Bonds are issued; provided that after completion of such
purposes, if any of such interest earnings remain on hand, such interest earnings shall be
deposited in the Debt Service Fund.
(b) Authorized Investments. The Corporation may place proceeds of the Bonds issued
for the purposes described in subsection (a) of this Section (including investment earnings
thereon) and amounts deposited into the Debt Service Fund in investments authorized by Chapter
2256, consistent with the investment policy of the City adopted and maintained in accordance
with Chapter 2256; provided, however, that the Corporation hereby covenants that the proceeds
of the sale of such Bonds will be used as soon as practicable for the purposes for which such
Bonds are issued.
(c) Security for Funds. All deposits authorized or required by this Resolution shall be
secured to the fullest extent required by law for the security of public funds.
Section 30. DEFAULT AND REMEDIES. (a) Events of Default. That each of the
following occurrences or events for the purpose of this Resolution is hereby declared to be an
Event of Default:
(i) the failure to make payment of the principal of any Bond when the same
becomes due and payable; or
(ii) except as provided in Section 23(c)(iv) of this Resolution, default in the
performance or observance of any other covenant, agreement or obligation of the
RESOLUTION NO. FWCCLGC-2023-02
PAGE 25
Corporation, the failure to perform which materially, adversely affects the rights of the
Registered Owners of the Bonds, including, but not limited to, their prospect or ability to
be repaid in accordance with this Resolution, and the continuation thereof for a period of
sixty (60) days after notice of such default is given by any Registered Owner to the
Corporation.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
Registered Owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the Corporation, or any official, officer
or employee of the Corporation in their official capacity, for the purpose of protecting
and enforcing the rights of the Registered Owners under this Resolution, by mandamus or
other suit, action or special proceeding in equity or at law, in any court of competent
jurisdiction, for any relief permitted by law, including the specific performance of any
covenant or agreement contained herein, or thereby to enjoin any act or thing that may be
unlawful or in violation of any right of the Registered Owners hereunder or any
combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for
the equal benefit of all Registered Owners of Bonds then Outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any
other available remedy or remedies, but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or under the Bonds or
now or hereafter existing at law or in equity; provided, however, that notwithstanding any
other provision of this Resolution, the right to accelerate the debt evidenced by the Bonds
shall not be available as a remedy under this Resolution.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed
a waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Resolution, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Resolution do not and shall never constitute or give rise
to a personal or pecuniary liability or charge against the officers, employees or members
of the Corporation or the Board.
(iv) No delay or omission to exercise any right or power accruing upon any Event
of Default or upon any Event of Nonappropriation shall impair any such right or power or
shall be construed to be a waiver thereof, but any such right and power may be exercised
from time to time and as often as may be deemed expedient.
RESOLUTION NO. FWCCLGC-2023-02
PAGE 26
(v) None of the members of the Board, nor any other official or officer, agent, or
employee of the Corporation, shall be charged personally by the Registered Owners with
any liability, or be held personally liable to the Registered Owners under any term or
provision of this Resolution, or because of any Event of Default or alleged Event of
Default under this Resolution.
Section 31. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the
covenants, agreements, or provisions herein contained shall be held contrary to any express
provisions of law or contrary to the policy of express law, though not expressly prohibited, or
against public policy, or shall for any reason whatsoever be held invalid, then such covenants,
agreements, or provisions shall be null and void and shall be deemed separable from the
remaining covenants, agreements, or provisions and shall in no way affect the validity of any of
the other provisions hereof or of the Bonds issued hereunder.
Section 32. GOVERNING LAW. This Resolution shall be construed and enforced in
accordance with the laws of the State and the United States of America.
Section 33. IMMEDIATE EFFECT. This Resolution shall be effective immediately
from and after its passage in accordance with the provisions of Section 1201.028, Texas
Government Code, and it is accordingly so ordained.
[Execution Page Follows]
RESOLUTION NO. FWCCLGC-2023-02
PAGE 27
ADOPTED AND EFFECTIVE September 12, 2023.
By:
Carlos Flores
President
Attest:
Jannette Goodall
Corporate Secretary
(Corporate Seal)
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Signature Page -- Resolution Authorizing Issuance of
Central City Local Government Corporation Lease Revenue Bonds, Taxable Series 2023 (Fort fVorth Crescent Gorage Project)
RESOLUTION NO. FWCCLGC-2023-02
PAGE 28
Exhibit A
DEFINITIONS
Defined terms in this Resolution shall include in the singular number the plural and in the
plural number the singular.
Unless otherwise stated, any reference in this Resolution to any Person shall include its
permitted successors and assigns and, in the case of any Governmental Authority, any Person
succeeding to its functions and capacities.
Unless otherwise expressly specified, any agreement, contract or document defined or
referred to herein shall mean such agreement, contract or document in the form (including all
amendments, schedules, exhibits, appendices, attachments, clarification letters and the like
relating thereto) delivered on the Closing Date, and as the same may thereafter be amended,
supplemented, replaced or otherwise modified from time to time in accordance with the terms of
the Resolution.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms.
The words "include", "includes" and "including" shall not be limiting, and shall be
deemed in all instances to be followed by the phrase "without limitation".
The phrase "and/or" shall mean either or both of the items referenced thereby.
References to "days" shall mean calendar days, unless otherwise indicated.
Unless the context clearly requires otherwise, the word "or" is not exclusive.
Any defined term herein that is incorporated by reference to any other document, shall be
deemed to also incorporate herein any defined term or rule of construction in such document
applicable to or contained within such incorporated term. Any amendment or deletion of any
such incorporated defined term in its original document shall not amend or delete such defined
term as used herein.
"Additional Bonds" means any bonds or other obligations issued by the Corporation as
permitted by, and in accordance with the provisions of, Section 16 of this Resolution.
"Authorized Denominations" means $5,000 in principal amount and any integral
multiple thereof.
"Authorized Representative" shall mean the President or Vice President of the Board,
or any other person designated by the Board to act in such capacity.
"Bankruptcy Code" means Title 11 of the United States Code.
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"Beneficial Owner" means, with respect to the Bonds, a person owning a Beneficial
Ownership Interest therein, as evidenced to the satisfaction of the Corporation and the Paying
Agent/Registrar.
"Beneficial Ownership Interest" means the beneficial right to receive payments and
notices with respect to the Bonds which are held by the Depository under a book -entry system.
"Board" shall mean the Board of Directors of the Corporation.
"Bond Counsel" or "Co -Bond Counsel" means McCall, Parkhurst & Horton L.L.P.,
Kelly Hart & Hallman LLP, or another firm or firms of attorneys selected by the Corporation
whose experience in matters relating to the issuance of obligations by states and their political
subdivisions is nationally recognized.
"Bond Purchase Agreement" means each agreement between the Corporation and the
Underwriters, pursuant to which the Bonds are to be sold and delivered and under which certain
terms and provisions applicable to the Bonds are formally memorialized.
"Bondholder" or "Holder" or "Registered Owner" means the Person in whose name
any of the Bonds are registered on the books kept and maintained by the Paying Agent/Registrar
as bond registrar.
"Bonds" means the Central City Local Government Corporation Lease Revenue Bonds,
Taxable Series 2023 (Fort Worth Crescent Garage Project), initially issued and delivered in
accordance with the terms of this Resolution and the Bond Purchase Agreement pursuant to
which the Bonds are sold.
"Business Day" means a day of the year that is not a Saturday, Sunday, a legal holiday or
a day on which commercial banks are not required or authorized to close in the City, the City of
New York, New York, or the city in which the operations office of the Paying Agent/Registrar is
located.
"Capitalized Interest" means the amount of capitalized interest funded with the
proceeds of the Bonds, as certified by an Authorized Representative.
"Chapter 9" means Chapter 9, Texas Business and Commerce Code, as amended.
"Chapter 394" means Chapter 394, Texas Local Government Code, as amended.
"Chapter 431" means Subchapter D, Chapter 431, Texas Transportation Code, as
amended.
"Chapter 1206" means Chapter 1206, Texas Government Code, as amended.
"Chapter 2256" means Chapter 2256, Texas Government Code, as amended.
A-2
"Citv" means the City of Fort Worth, Texas, a political subdivision and home -rule
municipality of the State.
"City Council" means the governing body of the City.
"Closing Date" means the date on which the Bonds are initially issued and delivered to
the Underwriters.
"Code" means the Internal Revenue Code of 1986, as amended.
"Comptroller" or "Comptroller of Public Accounts" means the Comptroller of Public
Accounts of the State of Texas.
"Corporation" means the Central City Local Government Corporation.
"Credit Facility" means (i) a policy of insurance or a surety bond, issued by an issuer of
policies of insurance insuring the timely payment of debt service on governmental obligations,
provided that on the date said policy of insurance or surety bond was issued, a Rating Agency
having an outstanding rating on the Outstanding Bonds rated such Bonds fully insured by a
standard policy issued by the issuer in its two highest generic rating categories; and (ii) a letter or
line of credit issued by any financial institution, provided that on the date said letter or line of
credit was issued, a Rating Agency having an outstanding rating on the Outstanding Bonds rated
such Bonds in its two highest generic rating categories if the letter or line of credit proposed to
be issued by such financial institution secured the timely payment of the entire principal amount
of such Bonds and the interest thereon.
"Debt Service" means, for any Debt Service Payment Date, the amount required to pay
the principal of (whether pursuant to a stated maturity or redemption requirements applicable
thereto) and/or interest on Bonds coming due on such Debt Service Payment Date.
"Debt Service Fund" means the Fund of such name created pursuant to and further
described in Section 12 of this Resolution.
"Debt Service Payment Date" or "Debt Service Payment Dates" means an Interest
Payment Date or a Principal Payment Date, or an Interest Payment Date and a Principal Payment
Date, as the case may be.
"Defeasance Securities" means (i) direct, noncallable obligations of the United States of
America, including obligations that are unconditionally guaranteed by the United States of
America and (ii) noncallable obligations of an agency or instrumentality of the United States of
America, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date of the purchase thereof, are rated as to investment quality by
a nationally recognized investment rating firm not less than AAA or its equivalent.
"Depository" means any securities depository that is a clearing agency under federal law
operating and maintaining, with its participants or otherwise, a book -entry system to record
A-3
ownership of book entry interests in the Bonds, and to effect transfers of book entry interests in
the Bonds, and includes and means initially DTC.
"Designated Trust Office" means the office designated by the Paying Agent/Registrar as
the office where payments on and transfers of Bonds are effected. As of the date this Resolution
was approved by the Board, the Dallas, Texas office of the Paying Agent/Registrar is the
Designated Trust Office.
"DTC" means The Depository Trust Company, New York, New York.
"Event of Nonappropriation" shall mean the failure of the City to appropriate for any
Fiscal Year, sufficient funds to pay the Lease Payments, or the reduction of any appropriation to
an amount insufficient to permit the City to pay Lease Payments from available funds with
respect to any payment obligated or permitted under the Lease Agreement.
"Financial Advisor" or "Co -Financial Advisor" means PFM Financial Advisors, LLC,
Tijerina Galvan Lawrence, LLC., or another financial advisory firm or firms selected by the
Corporation.
"Fund" or "Funds" means any of the Funds established by or described in this
Resolution.
"Interest Payment Date" or "Interest Payment Dates" means, with respect to the
Bonds, March 1 and September 1 of each Year, commencing March 1, 2024, and with respect to
any Additional Bonds, the date on which interest is due and payable thereon.
"Issuance Costs" means the items of expense relating to the authorization, sale and
issuance of the Bonds and the development and execution of this Resolution and related
documents, which items of expense may include, without limitation: travel expenses; printing
costs; costs of reproducing documents; computer fees and expenses; filing and recording fees;
initial fees and charges of the Paying Agent/Registrar; fees and expenses of any consultants
retained by the Corporation in connection with the issuance of the Bonds including but not
limited to the fees and expenses of the Corporation's Co -Financial Advisors, Co -Bond Counsel,
and any special legal counsel; legal fees and expenses and fees and expenses of other
professionals and consultants related to drafting and negotiating all documents related to the
Project; costs of credit ratings; and any other administrative or other costs of issuing the Bonds,
investing the Bond proceeds or negotiating and delivering all documents related to the Project.
"Lease Agreement" means the Parking Garage Lease with Option to Purchase by and
between the City and the Corporation, with respect to the Project, dated as of October 6, 2021.
"Lease Payments" means the lease payments made by the City to the Corporation
pursuant to the terms of the Lease Agreement in consideration of the use of the Project.
"Moody's" means Moody's Investors Service, Inc., and its successors and assigns.
A-4
"MSR V means the Municipal Securities Rulemaking Board, and its successors and
assigns.
"Outstanding" means, as of the date of determination, all Bonds issued and delivered
under this Resolution except: (i) Bonds cancelled by the Paying Agent/Registrar or delivered to
the Paying Agent/Registrar for cancellation; (ii) Bonds which matured and been paid in full or
have been defeased in accordance with the provisions of Section 24 of this Resolution;
(iii) Bonds in exchange for or in lieu of which other Bonds have been registered and delivered
pursuant to this Resolution; and (iv) Bonds alleged to have been mutilated, destroyed, lost, or
stolen which have been paid as provided in this Resolution.
"Participant" means any direct or indirect participant in the DTC book -entry -only
system.
"Paying Agent/Registrar" means BOKF, NA, and the successor or successors appointed
pursuant to this Resolution.
"Person" means any individual, public or private corporation, partnership, limited
liability company, county, district, authority, municipality, political subdivision or other entity of
the State of Texas or the United States of America, and any partnership, association, firm, trust,
estate or any other entity or organization whatsoever.
"Pledged Revenue Fund" means the Fund of such name created pursuant to and further
described in Section 11 of this Resolution
"Pledged Revenues" means (i) the Lease Payments and all of the Corporation's right,
title and interest thereto under the Lease Agreement and (ii) all moneys deposited or required to
be deposited in the Pledged Revenue Fund and the Debt Service Fund pursuant to the provisions
of this Resolution and all interest earnings and investment income therefrom.
"Principal Payment Date" or "Principal Payment Dates" means, with respect to the
Bonds, March 1 of each Year, commencing March 1, 2024, and with respect to any Additional
Bonds, the date on which principal is due and payable thereon.
"Project" means, collectively, Parking Garage Master Unit 1, Parking Garage Master
Unit 2, and Parking Garage Master Unit 3, and all improvements located thereon, including but
not limited to the aforesaid Parking Garages, as further described in the Lease Agreement.
"Project Fund" means the Fund of such name created pursuant to and further described
in Section 13 of this Resolution.
"Rating Agency" means one or more nationally recognized credit rating agency then
maintaining a rating on the Outstanding Bonds at the request of the Corporation.
"Record Date" means the close of business on the fifteenth (15"') day of the month
immediately preceding any Debt Service Payment Date.
A-5
"Redemption Date" means the date upon which any Bonds are to be redeemed prior to
their respective fixed maturities pursuant to any optional or mandatory redemption provision of
this Resolution.
"Redemption Price" means, with respect to any Bond, the amount, including any
applicable premium, payable upon the optional or mandatory redemption thereof, as provided in
this Resolution.
"Refunding Bonds" means bonds issued to refund all or any portion of the Outstanding
Bonds and secured by a parity lien with the Outstanding Bonds on the Pledged Revenues, as
more specifically described in the resolution authorizing such Refunding Bonds.
"Register" or "Registration Books" means the bond registration books maintained by
the Paying Agent/Registrar.
"Registered Owner" means with respect to any Bond the initial purchaser or the
registered assignee or assignees of such Bond or any portion thereof.
"Resolution" or "Bond Resolution" means this Resolution, and all amendments hereof
and supplements hereto.
"Rule" means Rule 15c2-12, promulgated by the SEC.
"S&P" means S&P Global Ratings, and its successors and assigns.
"SEC" means the United States Securities and Exchange Commission, and its successors
and assigns.
"State" means the State of Texas.
"Underwriters" or "Underwriter" means the investment banking firms who agree to
purchase the Bonds from the Corporation in accordance with the terms of the Bond Purchase
Agreement. Siebert Williams Shank & Co., L.L.C. is the representative of the Underwriters.
"Year" or "Fiscal Year" means the fiscal year of the City, being the twelve (12) full
calendar months, which commence on October 1 of a calendar year and ends on September 30 of
the succeeding calendar year.
A-6
Exhibit B
FORM OF BOND:
This FORM OF BOND may be revised as provided in the
Resolution to conform to the terms of the sale of the Bonds.
FORM OF BOND
EXCEPT AS OTHERWISE PROVIDED IN THE HEREINAFTER DEFINED RESOLUTION,
THIS GLOBAL BOOK -ENTRY BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN
PART, ONLY TO ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY (THE
"DEPOSITORY") OR TO A SUCCESSOR DEPOSITORY OR TO A NOMINEE OF A
SUCCESSOR DEPOSITORY. THE CORPORATION AND THE PAYING AGENT/REGISTRAR
HAVE NO RESPONSIBILITY OR OBLIGATION TO ANY NOMINEE OF THE DEPOSITORY
OR TO ANY NOMINEE OF A SUCCESSOR DEPOSITORY.
UNITED STATES OF AMERICA
STATE OF TEXAS
CENTRAL CITY LOCAL GOVERNMENT CORPORATION
LEASE REVENUE BOND, TAXABLE SERIES 2023
(FORT WORTH CRESCENT GARAGE PROJECT)
No. R-
MATURITY DATE INTEREST RATE DATE OF DELIVERY CUSIP NO.
Registered Owner:
Principal Amount:
THE CENTRAL CITY LOCAL GOVERNMENT CORPORATION (the "Corporation"), a not -
for -profit local government corporation created under authority of Subchapter D, Chapter 431 of the
Texas Transportation Code and Chapter 394 of the Texas Local Government Code and organized for the
benefit of the City of Fort Worth, Texas, for value received, hereby promises to pay solely from certain
Pledged Revenues as hereinafter provided, to the Registered Owner specified above, or the registered
assignee hereof (either being hereinafter called the "Registered Owner"), the Principal Amount specified
above, and to pay interest thereon, calculated on the basis of a 360-day year composed of twelve 30-day
months, from the Date of Delivery specified above, to the Maturity Date specified above, or the date of
redemption prior to maturity, at the Interest Rate per annum specified above; with interest being payable
on March 1, 2024, and semiannually on each September 1 and March 1 thereafter (each a "Debt Service
Payment Date"), except that if the date of authentication of this Bond is later than the first Record Date
(hereinafter defined), such Principal Amount shall bear interest from the Debt Service Payment Date next
preceding the date of authentication, unless such date of authentication is after any Record Date but on or
before the next following Debt Service Payment Date, in which case such Principal Amount shall bear
interest from such next following Debt Service Payment Date. If any portion of the Principal Amount of
this Bond is not paid when due (whether by maturity, call for redemption or otherwise), then the unpaid
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portion of such Principal Amount shall continue to bear interest until paid at the Interest Rate per annum
specified above. If the Maturity Date, any Debt Service Payment Date or date fixed for redemption of
this Bond is not a Business Day, then payment of the applicable interest, principal or redemption price
shall be made on the next succeeding Business Day with the same force and effect as if such payment
were made on such Maturity Date, Debt Service Payment Date, or date fixed for redemption and no
interest shall accrue for the period after such date.
GENERAL AND SECURITY PROVISIONS
THIS BOND IS ONE OF A DULY AUTHORIZED SERIES OF BONDS known ris the
Central Cio1 Local Government Corporation Lease Revenue Bonds, Taxable Series 2023 (Fort Worth
Crescent Garage Project) (the "Bonds"), issued in the aggregate principal amount of $ , dated
2023, under and pursuant to (i) the Constitution and laws of the State of Texas including, but
not limited to, Subchapter D, Chapter 431 of the Texas Transportation Code and Chapter 394 of the Texas
Local Government Code, and (ii) a resolution duly adopted by the Board on , 2023 (the
"Resolution"). Terms used herein with initial capitalization where the rules of grammar or context do not
otherwise require shall have the meanings as set forth in the Resolution. Each Registered Owner and
Beneficial Owner (as defined below) assents, by its acceptance hereof, to all of the provisions of the
Resolution.
THE PRINCIPAL OF, PREMIUM (IF AN19 AND INTEREST ON this Bond are payable in
lawful money of the United States of America and shall be paid by the Paying Agent/Registrar with
available funds held under the Resolution upon presentation and surrender of this Bond (except as
provided below) at the Designated Trust Office of the Paying Agent/Registrar (which is currently located
in Dallas, Texas). Payment of interest on the Bonds, other than interest payable at maturity or on a
Redemption Date, shall be made by check or draft of the Paying Agent/Registrar mailed to the Registered
Owners thereof at their respective addresses as set forth in the Register as of the close of business on the
fifteenth (15°i) day of the month immediately preceding such Debt Service Payment Date (the "Record
Date"), or by wire transfer to Registered Owners of $1,000,000 or more in aggregate principal amount of
Bonds at such wire transfer address in the United States as such Registered Owners shall specify in
writing requesting payment by wire transfer delivered to the Paying Agent/Registrar prior to the Record
Date. Notwithstanding anything herein to the contrary, when this Bond is registered in the name of a
Depository or its nominee, the principal and redemption price of and interest on this Bond shall be paid
by wire transfer in immediately available funds to the bank account number and address filed with the
Paying Agent/Registrar by the Depository.
PROCEEDS OF THE BONDS shall be used for the purpose of paying (i) the cost of acquiring
the Project, (ii) Capitalized Interest on the Bonds and (iii) Issuance Costs.
THE BONDS ARE LIMITED OBLIGATIONS OF THE CORPORATION issued under the
Resolution that are payable solely from, and are equally and ratably secured by a first lien on, the Pledged
Revenues, all as more fully described and provided for in the Resolution. The Project is owned by the
Corporation and the Corporation is obligated to pay the debt service payments and other costs associated
with the Bonds from amounts received pursuant to a "Parking Garage Lease with Option to Purchase",
dated as of October 6, 2021 (the "Lease Agreement"), between the Corporation and the City. Pursuant to
the Lease Agreement, the City is obligated to pay to the Corporation such lease payments (the "Lease
Payments") as will be sufficient to pay the principal of and interest on the Bonds as the same mature and
become due; provided, however that the City is only obligated to make such Lease Payments solely from
lawfully available appropriated funds and no other fields of the City. The Lease Agreement further
obligates the City to pay, from lawfully available appropriated funds, all expenses of operating and
IM
maintaining the Project in good repair, to keep it properly insured, and to pay all taxes, assessments and
other charges levied or assessed against or with respect to the Project, to the extent that the City has not
assigned such obligations as permitted by the Lease Agreement. All such payments by the City are
subject to the annual appropriation of fiends by the City in sufficient amounts for such purposes.
THE BONDS ARE LIMITED OBLIGATIONS OF THE CORPORATION, PAYABLE
SOLELYFROM THE PLEDGED REVENUES. THE BONDS ARE OBLIGATIONS SOLELY OF
THE CORPORATION AND DO NOT CONSTITUTE, WITIIIN THE MEANING OF ANY
STATUTORY OR CONSTITUTIONAL PROVISION, AN INDEBTEDNESS, AN OBLIGATION
OR A LOAN OF CREDIT OF THE CITY, THE STATE OF TEXAS, OR ANY OTHER
MUNICIPALITY, COUNTY OR OTHER POLITICAL CORPORATION OR SUBDIVISION OF
THE STATE OF TEXAS. THE CITY -IS NOT OBLIGATED TO MAKE PAYMENTS ON THE
PROJECT FROM ANY SOURCES OTHER TITAN FROM THE SOURCES IDENTIFIED IN
THE LEASE AGREEMENT. THE OBLIGATION OF THE CITY TO MAKE LEASE
PAYMENTS IS A CURRENT EXPENSE, PAYABLE SOLELY FROM FUNDS ANNUALLY
APPROPRIATED FOR SUCH PURPOSE. THE LEASE AGREEMENT MAY BE
TERMINATED ANNUALLY BY THE CITY WITHOUT ANY PENALTY, AND THERE CAN
BE NO ASSURANCE THAT THE CITY WILL ANNUALLY APPROPRIATE FUNDS
SUFFICIENT TO MAKE THE LEASE PAYMENTS DUE UNDER THE LEASE AGREEMENT.
IF THE CITY DOES NOT APPROPRIATE SUCH FUNDS, THE LEASE AGREEMENT WILL
BE TERMINATED AND THE CITY WILL HAVE NO FURTHER OBLIGATION TO MAKE
LEASE PAYMENTS, REGARDLESS OF WHETHER THE BONDS OR ANY PORTION
THERE OFREMAIN OUTSTANDING.
THE RESOLUTION PERMITS CERTAIN AMENDMENTS OR SUPPLEMENTS to the
Resolution without the consent of, but with notice to, the Registered Owners. The Resolution provides
that certain amendments or supplements to the Resolution may be made with the consent of the
Registered Owners of at least a majority in aggregate principal amount of the Bonds outstanding.
I7V THE RESOLUTION, THE CORPORATION has reserved the right to issue Refunding
Bonds and Additional Bonds payable from and secured by a lien on and pledge of the sources described
above on a parity with this Bond.
THE BONDS ARE ISSUABLE only in the form of fully registered bonds, without coupons, in
denominations of $5,000 or any integral multiple thereof (an "Authorized Denomination"). Subject to the
conditions provided in the Resolution, the Registered Owner of this Bond may, at the option of the
Registered Owner, and upon payment by the Registered Owner of any charges which the Registrar or the
Corporation may make as provided in the Resolution, be exchanged for an equal aggregate principal
amount of Bonds of the same maturity and in any Authorized Denomination. This Bond is transferable as
provided in the Resolution only by notation to that effect inscribed in the Register, which shall be kept for
that purpose at the designated office of the Paying Agent/Registrar (initially in Dallas, Texas), by the
Registered Owner hereof, in person or by the Registered Owner's attorney duly authorized in writing,
upon surrender of this Bond together with a written instrument of transfer satisfactory to the Registrar
duly executed by the Registered Owner or the Registered Owner's duly authorized attorney. Upon the
transfer of this Bond and payment of any required fees, the Paying Agent/Registrar shall issue in the name
of the transferee a new fully registered Bond or Bonds of the same aggregate principal amount and
Maturity Date as this surrendered Bond.
DEPOSITORY PROVISIONS
IN ADDITION TO THE WORDS AND TERMS DEFINED elsewhere in this Bond, the
following terms shall have the following meanings:
"Beneficicd Owner" means, with respect to the Bonds, a Person owning a Beneficial Ownership
Interest therein, as evidenced to the satisfaction of the Paying Agent/Registrar.
"Beneficial Ownership Interest" means the beneficial right to receive payments and notices with
respect to the Bonds which are held by the Depository under a book -entry system.
"Book-entiy form" or "book -entry system" means, with respect to the Bonds, a form or system, as
applicable, under which (a) the Beneficial Ownership Interests may be transferred only through a book
entry and (b) physical certificates in fully registered form are registered only in the name of a Depository
or its nominee as Registered Owner, with the physical certificates "immobilized" in the custody of the
Depository. The book -entry system maintained by and the responsibility of the Depository and not
maintained by or the responsibility of the Corporation or the Paying Agent/Registrar is the record that
identifies, and records the transfer of the interests of, the owners of beneficial (book entry) interests in the
Bonds.
"Depository" means any securities depository that is a clearing agency under federal law
operating and maintaining, with its participants or otherwise, a book -entry system to record ownership of
book entry interests in the Bonds, and to effect transfers of book entry interests in the Bonds, and includes
and means initially The Depository Trust Company, New York, New York.
"Pro Rata" means the calculation of multiplying the principal amount of Bonds of a maturity to
be redeemed on a Redemption Date by a fraction, the numerator of which is equal to the principal amount
of such maturity owned by a Registered Owner, and the denominator of which is equal to the principal
amount of such maturity then Outstanding immediately prior to such Redemption Date, and then rounding
the product down to the next lower integral of $5,000, provided, that the portions being redeemed are
required to be in multiples of $5,000 and all Bonds of a maturity to remain Outstanding following any
such redemption are required to be in multiples of $5,000.
THE BONDS ARE ISSUABLE ONLYAS fully registered bonds in Authorized Denominations
and shall be originally issued only to a Depository to be held in a book -entry system, and (i) the Bonds
shall be registered in the name of the Depository or its nominee, as the Registered Owner, and
immobilized in the custody of the Depository; (ii) unless otherwise requested by the Depository, there
shall be a single certificate for each maturity of the Bonds; and (iii) the Bonds shall not be transferable or
exchangeable, except for transfer to another Depository or another nominee of a Depository, without
further action by the Corporation. The Beneficial Owners of Beneficial Ownership Interests in the Bonds
shall not have any right to receive Bonds in the form of physical certificates. If any Depository
determines not to continue to act as a Depository for the Bonds for use in a book -entry system, the
Corporation will attempt to have established a securities depository/book-entry system relationship with
another qualified Depository under the Resolution. If the Corporation does not or is unable to do so, the
Corporation and the Paying Agent/Registrar, after the Paying Agent/Registrar has made provision for
notification to the owners of book entry interests by the then Depository, shall permit withdrawal of the
Bonds from the Depository, and authenticate and deliver certificates in fully registered form (in
authorized denominations) to the assignees of the Depository or its nominee.
WHILE A DEPOSITORY IS THE REGISTERED OWNER of the Bonds, delivery or notation
of partial redemption of Bonds shall be effected in accordance with the procedures of such Depository
then in effect.
Is!
REDEMPTION PROVISIONS
OPTIONAL REDEMPTION:
ON MARCH 1, 203, OR ON ANY DATE THEREAFTER, the Bonds maturing on and after
March 1, 203_ may be redeemed prior to their scheduled maturities, at the option of the Corporation, in
whole or in part (provided that a portion of a Bond may be redeemed only in an Authorized
Denomination), with funds derived from any available and lawful source, at the Redemption Price equal
to the principal amount of Bonds called for redemption, plus accrued interest thereon to the date fixed for
redemption. The Corporation shall determine the maturity or maturities, and the principal amount of
Bonds within each maturity, to be redeemed. If less than all Bonds of a maturity are to be redeemed, the
particular Bonds to be redeemed shall be selected by the Paying Agent/Registrar on a Pro-Rata basis, and
when the Bonds are held in book -entry form, in accordance with the applicable procedures of the
Depository.
MANDATORY SINKING FUND REDEMPTION:
THE BONDS MATURING ON March 1, 20 (the "Term Bonds") are subject to mandatory
redemption prior to maturity in part on a pro rata basis as further described below, at a price equal to the
principal amount thereof plus accrued interest to the date of redemption, on the dates and in the respective
principal amounts shown below:
TERM BONDS
MATURING ON MARCH 1 20
REDEMPTION DATE REDEMPTION AMOUNT REDEMPTION DATE REDEMPTION AMOUNT
The principal amount of the Term Bonds required to be redeemed pursuant to the operation of
such mandatory redemption requirements shall be reduced by the principal amount of any such Term
Bonds which, prior to the date the of notice of such mandatory redemption is sent, (i) shall have been
acquired by the Corporation and delivered to the Paying Agent/Registrar for cancellation, (ii) shall have
been purchased and canceled by the Paying Agent/Registrar at the request of the Corporation, or (iii) shall
have been redeemed pursuant to the optional redemption provisions described above or any extraordinary
mandatory redemption described below and not theretofore credited against a mandatory redemption
requirement.
THE TERM BONDS SHALL BE CALLED for redemption on a pro rata basis determined by
(i) dividing the principal amount of the Term Bonds of the maturity to be redeemed on a mandatory
sinking fund redemption date by the total principal amount of such maturity of the Term Bonds then
Outstanding, and (ii) multiplying such quotient by the principal amount of such maturity of Term Bonds
held by each Registered Owner, or as long as the Term Bonds are held in a book -entry -only system, by
each Beneficial Owner. When the Term Bonds are held in book entry form, the pro rata selection shall be
made in accordance with the applicable procedures of the Depository.
SELECTION OF BONDS TO BE REDEEMED:
IF LESS THANALL BONDS OFA SINGLE MATURITY are to be redeemed, the Bonds to be
redeemed within a maturity will be selected Pro -Bata by the Paying Agent/Registrar in such a manner as
the Paying Agent/Registrar may determine; provided, however, that the portion of any Bond of a
denomination greater than the minimum Authorized Denomination shall be redeemed in part only in an
Authorized Denomination and that, in selecting portions of Bonds for redemption, the Paying
Agent/Registrar shall treat each Bond as representing that number of Bonds of the minimum Authorized
Denominations which is obtained by dividing the principal amount of such Bond to be redeemed in part
by the minimum Authorized Denomination for the Bonds.
NOTICE OF REDEMPTION:
IN THE EVENT ANY OF THE BONDS OR PORTIONS THEREOF (which shall be in
amounts equal to an Authorized Denomination) are called for redemption as aforesaid, notice thereof
identifying the Bonds or portions thereof to be redeemed shall be given by the Paying Agent/Registrar by
sending a copy of such notice, by United States mail, first class postage prepaid (or, when the Bonds are
held in book entry form, send a copy of the notice pursuant to the applicable procedures of the
Depository), not less than 30 days nor more than 60 days before the Redemption Date to the Registered
Owners of the Bonds which are to be redeemed, at their last addresses, if any, appearing upon the
Register; provided, however, the failure to give such notice by mail or pursuant to the procedures of the
Depository, or any defect therein, shall not affect the validity of any proceedings for the redemption of
such Bonds. All Bonds or portions thereof so called for redemption shall cease to bear interest on the
specified redemption date, provided funds for their redemption are on deposit with the Paying
Agent/Registrar or unless any condition to an optional redemption has not been satisfied, and shall no
longer be protected by the Resolution and shall not be deemed to be outstanding under the provisions of
the Resolution.
CONDITIONAL REDEMPTION:
WITH RESPECT TO any optional redemption of the Bonds, unless certain prerequisites to such
optional redemption required by the Resolution have been met and money sufficient to pay the principal
of, premium, if any, and interest on the Bonds to be redeemed will have been received by the Paying
Agent/Registrar prior to giving such notice, such notice may state that the optional redemption will, at the
option of the Corporation, be conditional upon the satisfaction of such prerequisites and receipt of such
money by the Corporation on or prior to the date fixed for such redemption or upon any prerequisite set
forth in the notice of redemption. If a conditional notice of redemption is given and such prerequisites to
the redemption are not satisfied, such notice will be of no force and effect, the Corporation will not
redeem such Bonds and the Paying Agent/Registrar will give notice in the manner in which the notice of
redemption was given, to the effect that such Bonds will not be redeemed.
MISCELLANEOUS
IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all acts, conditions, and
things required to exist, happen, and be performed precedent to and in the issuance of this Bond do exist,
have happened, and have been performed in due time, form, and manner as required by law in order to
make this Bond a valid and legal limited obligation of the Corporation and that the issuance of the Bonds,
together with all other obligations of the Corporation, does not exceed or violate any constitutional or
statutory limitation applicable to the Corporation.
UNLESS EITHER A REGISTRATION CERTIFICATE of the Comptroller Of Public Accounts
of the State of Texas hereon has been executed by such Comptroller or the duly authorized agent of such
Comptroller or a certificate of authentication hereon has been executed by the Paying Agent/Registrar, in
each case by manual signature, this Bond shall not be entitled to any benefit under the lZesolution or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, CENTRAL CITY LOCAL GOVERNMENT CORPORATION has
caused this Bond to be executed by its President of the Board by [her/his] manual or facsimile signature,
has caused its official seal to be impressed or reproduced hereon, has caused this Bond to be attested by
the Secretary of the Board by [her/his] manual or facsimile signature.
CENTRAL CITY LOCAL
President
Attest:
Janrette Goodall
Corporate Secretary
(Corporate Seal)
a
M-M
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed
Registration Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the proceedings
adopted by the Corporation as described in the text of this Bond; and that this Bond has been issued in
exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which
originally was approved by the Attorney General of the State of Texas and registered by the Comptroller
of Public Accounts of the State of Texas.
Dated
BOKF, NA,
Paying Agent/Registrar
Authorized Signatory
FORM OF REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by the
Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of
Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER' S SEAL)
RM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address, including zip code of Transferee)
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to register the transfer of the within Bond on the books kept for registration thereof, with fill
power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a
member firm of the New York Stock Exchange or
a commercial bank or trust company.
NOTICE: The signature(s) above must correspond
with the name of the Registered Owner as it appears
upon the front of this Bond in every particular,
without alteration or enlargement or any change
whatsoever.
The Initial Bond shall be in the form set forth above, except that the form of the single fully registered
Initial Bond shall be modified as follows:
(i) immediately under the name of the bond the headings "Maturity Date", "Interest Rate",
"Delivery Date" and "CUSIP" shall be omitted; and
(ii) Paragraph one shall read as follows:
Registered Owner: Siebert Williams Shank & Co.,LLC
Principal Amount: Million Thousand Dollars
Delivery Date: [ ], 2023
ON THE MATURITY DATE SPECIFIED ABOVE, THE CENTRAL CITY LOCAL
GOVERNMENT CORPORATION (the "Corporation") promises to pay to the Registered Owner named
above, or the registered assigns thereof, the Principal Amount hereinabove stated on March 1 in each of
the years and in principal installments in accordance with the following schedule:
Maturi Principal Amount ($) Interest Rate (%)
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
and to pay interest thereon from the delivery date specified above, on March 1, 2024, and semiannually
on each September I and March I thereafter to the maturity date specified above, or to the date of
redemption prior to maturity, at the interest rate per annum specified above. Interest shall be calculated on
the basis of a 360-day year consisting of twelve 30-day months.
1
Exhibit C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 23 of this Resolution.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Corporation to be
provided annually in accordance with such Section are as specified (and included in the
Appendix or under the headings of the Official Statement referred to) below:
Tables contained in the Official Statement; and
"Excerpts from the Annual Financial Report", as set forth in Appendix C to the
Official Statement.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to above.
C-1