HomeMy WebLinkAboutOrdinance 26546-10-2023 (2) ORDINANCE NO. 26546-10-2023
AMENDED AND RESTATED ORDINANCE AUTHORIZING THE
ISSUANCE AND SALE OF CITY OF FORT WORTH, TEXAS
SPECIAL TAX REVENUE BONDS, SERIES 2023A, IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $32,000,000; ESTABLISHING PARAMETERS WITH RESPECT
TO THE SALE OF THE SERIES 2023A BONDS; DELEGATING TO THE DESIGNATED CITY
OFFICIALS THE AUTHORITY TO EFFECT THE SALE OF THE SERIES 2023A BONDS;
ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT;
AND DECLARING AN IMMEDIATE EFFECTIVE DATE
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
WHEREAS, the City of Fort Worth, Texas (the "City" or the "Issuer"), a "home-rule"
city operating under a home-rule charter adopted pursuant to Section 5 of Article XI of the Texas
Constitution, with a population according to the latest federal decennial census of in excess of
50,000, and has outstanding long-term indebtedness that is rated by a nationally recognized
rating agency for municipal securities in one of the four highest rating categories for long-terns
obligations; and
WHEREAS, the Issuer is an "eligible central municipality" under Sections 351.1015 and
351.1065, Texas Tax Code; and
WHEREAS, on October 22, 2013, the City Council adopted Ordinance No. 21011-10-
2013, designating the "Project Financing Zone Number 1, City of Fort Worth, Texas", allowing
the Issuer to use State PFZ Funds to acquire, lease, construct, improve, enlarge and equip
qualified projects, and requesting that the Comptroller of Public Accounts of the State of Texas
deposit State PFZ Funds into a suspense account for use by the Issuer to acquire, lease, construct,
improve, enlarge and equip qualified projects or for the payment of bonds or other obligations
issued or incurred in connection with such qualified projects, all as more specifically authorized
and set forth in Section 351.1015,Texas Tax Code; and
WHEREAS, on July 15, 2014, the City Council adopted Resolution No. 4327-07-2014,
designating a multipurpose arena and adjacent support facilities, and any related infrastructure,
as a venue project under Chapter 334, and designating methods of financing for the Venue
Project in accordance with the Act; and
WHEREAS, on August 12, 2014, the City Council adopted Ordinance No. 21374-08-
2014 (the 934 Ordinance"), calling for and ordering an election (the "Election") at which the
qualified voters of the Issuer would have the opportunity to authorize the Venue Project as a
venue project, and designating methods of financing for the Venue Project in accordance with
the Act; and
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WHEREAS, on November 4, 2014, the Election was held, and the qualified voters of the
Issuer authorized the Venue Project and approved the designated methods of financing for the
Venue Project in accordance with the Act; and
WHEREAS, the Venue Project constitutes a "qualified project" under Section 351,1015,
Texas Tax Code; and
WHEREAS, the current estimated cost of the Venue Project is $540,500,000; and
WHEREAS, to finance a portion of the cost of the Venue Project, on July 12, 2017, the
City issued its City of Fort Worth, Texas Special Tax Revenue Bonds, Series 2017A, in the
aggregate principal amount of $86,170,000 (the "Series 2017A Bonds") and the City of Fort
Worth, Texas Special Tax Revenue Bonds, Taxable Series 201713, in the aggregate principal
amount of$140,710,000 (the "Series 2017B Bonds", and together with the Series 2017A Bonds,
the "Series 2017 Bonds"); and
WHEREAS, in the Series 2017 Bond Ordinances, the City reserved the right to issue
additional parity bonds, secured by a first lien on and pledge of Pledged Revenues;
WHEREAS, the Series 2023A Bonds are being issued as Additional Bonds pursuant to
Section 25 of the Series 2017 Bond Ordinances and are secured by and payable from a first lien
on and pledge of the Pledged Revenues and the 334 Revenues; and
WHEREAS, the project to be financed with proceeds of the Series 2023A Bonds is an
"Adjacent Support Facilities Project", which projects constitute a portion of the Venue Project as
approved by Resolution No. 4327-07-2014 and approved at the Election; and
WHEREAS, because of fluctuating conditions in the municipal bond market, the City
Council delegates to the City Manager and the Chief Financial Officer/Director of Financial
Management Services of the City, individually, but not collectively (each, an "Authorized Issuer
Representative") the authority to effect the sale of the Series 2023A Bonds, subject to the
parameters described in this Ordinance; and
WHEREAS, concurrently with the consideration of this Ordinance, the City Council will
consider for adoption an amended and restated ordinance authorizing the issuance of City of Fort
Worth, Texas Special Tax Revenue Bonds, Taxable Series 2023B, in an aggregate principal
amount not to exceed$44,000,000 (the "Series 2023B Bonds").
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF FORT WORTH, TEXAS:
Section 1. DEFINITIONS. That in addition to the definitions set forth in the preamble of
this Ordinance, the terms used in this Ordinance (except in the FORM OF BOND) and not
otherwise defined shall have the meanings given in Exhibit A to this Ordinance. Any references
in this Ordinance to the "FORM OF BOND" shall be in the form of the Series 2023A Bonds as
set forth in Exhibit B to this Ordinance.
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Section 2. BONDS AUTHORIZED. That there shall be authorized to be issued, sold,
and delivered hereunder the Series 2023A Bonds, payable to the initial Registered Owners
thereof, or to the registered assignee or assignees of the Series 2023A Bonds or any portion or
portions thereof, in an Authorized Denomination. The Series 2023A Bonds are hereby authorized
to be issued in an aggregate principal amount not to exceed $32,000,000 for the purpose of(1)
paying costs paid or incurred as part of the planning, design, engineering, land acquisition,
construction, reconstruction, equipping, furnishing and opening the Series 2023A Adjacent
Support Facilities Project as an Adjacent Support Facilities Project as part of the Venue Project,
and (2) paying certain costs of issuance of the Series 2023A Bonds. The Series 2023A Bonds
shall be designated as the "City of Fort Worth, Texas Special Tax Revenue Bonds, Series
2023A". The Series 2023A Bonds are authorized pursuant to the Act, Chapter 1371, and other
applicable laws of the State of Texas, and are issued pursuant to Chapter 1371. The City Council
hereby finds that it is in the best interests of the City for the Series 2023A Bonds to be sold
through a negotiated sale, in the manner provided in this Ordinance. By adoption of this
Ordinance, the Chief Financial Officer/Director of Financial Management Services of the City,
as an Authorized Issuer Representative, is designated as a special Acting Assistant City Manager
for the limited purposes of executing certificates, agreements, notices, instruction letters,
requisitions, and other documents on behalf of the City in accordance with this Ordinance.
Section 3. DELEGATION OF SALE OF BONDS; PARAMETERS. (a) Maximum
Maturity of Bonds. That the Series 2023A Bonds shall be sold as fully registered bonds, without
interest coupons, numbered consecutively from R-1 upward, payable to the respective initial
Registered Owners of the Series 2023A Bonds, or to the registered assignee or assignees of the
Series 2023A Bonds, in any Authorized Denomination, maturing not later than March 1, 2053,
payable serially or otherwise on the dates, in the years and in the principal amounts, and dated,
all as set forth in the Bond Purchase Agreement. The City Council hereby affirmatively waives
the provision in its "Financial Management Policy Statements — Chapter V - Debt" specifying
that the average life of revenue bonds issued by the City will be no greater than approximately
twelve years. The City Council finds that permitting the Series 2023A Bonds to have a maturity
of not later than March 1, 2053, is consistent with the useful lives of the facilities authorized to
be financed in clause (1) of Section 2 hereof. The foregoing notwithstanding, the City agrees to
cause to be delivered to the Paying Agent/Registrar one (1) initial Bond numbered T-1 (the
"Initial Bond") and registered in the naive as set forth in the Bond Purchase Agreement,
following the approval by the Attorney General and the registration by the Comptroller, as
further provided in the FORM OF BOND.
(b) Delegation of Authority. Each Authorized Issuer Representative, acting for and on
behalf of the City, is hereby authorized to sell the Series 2023A Bonds by a negotiated sale
conducted as a public underwriting. Jefferies LLC is hereby designated to act as the senior
managing underwriter for the Series 2023A Bonds, and an Authorized Issuer Representative may
include such additional investment banking firms as he deems appropriate to assure that the
Series 2023A Bonds are sold on the most advantageous terms to the City. Each Authorized
Issuer Representative, acting for and on behalf of the City, is authorized to enter into and carry
out a Bond Purchase Agreement with the Underwriters for the Series 2023A Bonds, at such
price, with and subject to such terms as determined by the Authorized Issuer Representative,
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subject to the provisions of this Ordinance. One Series 2023A Bond in the principal amount
maturing on each maturity date as set forth in the Bond Purchase Agreement shall be delivered to
the Underwriters, and the Underwriters shall have the right to exchange such Series 2023A
Bonds as provided in Section 5 hereof without cost. The Series 2023A Bonds shall initially be
registered in the name designated by the Underwriters as set forth in a Bond Purchase
Agreement. In case any officer whose signature shall appear on the Series 2023A Bonds shall
cease to be such officer before the delivery of the Series 2023A Bonds, such signature shall
nevertheless be valid and sufficient for all purposes the same as if such officer had remained in
office until such delivery. The Bond Purchase Agreement shall be substantially in the form and
substance of the bond purchase agreement executed and delivered in connection with the sale of
the Series 2017A Bonds, with such changes as shall be acceptable to the Authorized Issuer
Representative, including, without limitation, to contain such terms and conditions as may be
provided in accordance with subsection(c) of this Section. An Authorized Issuer Representative
shall not execute the Bond Purchase Agreement unless each investment banking fine named in
the Bond Purchase Agreement has confirmed to an Authorized Issuer Representative that either
it has made disclosure filings to the Texas Ethics Commission in accordance with Section
2252.908, Texas Government Code or is exempt from snaking such filings under Section
2252.908(c)(4), Texas Government Code: Within thirty (30) days of receipt of the disclosure
filings from each underwriter of the Series 2023A Bonds, the City will acknowledge such
disclosure filings in accordance with the rules of the Texas Ethics Commission. Any finding or
determination made by an Authorized Issuer Representative relating to the issuance and sale of
the Series 2023A Bonds shall have the same force and effect as a finding or determination made
by the City Council.
(c) Bond Purchase Agreement. Each Authorized Issuer Representative is hereby
authorized, appointed, and designated to act on behalf of the City in selling and delivering the
Series 2023A Bonds and carrying out the other procedures specified in this Ordinance, including
determining and fixing the date of the Series 2023A Bonds, any additional or different
designation or title by which the Series 2023A Bonds shall be known, the aggregate principal
amount of the Series 2023A Bonds to be sold, the price at which the Series 2023A Bonds will be
sold, the years in which the Series 2023A Bonds will mature, the principal amount to mature in
each of such years, the rate or rates of interest to be borne by each such maturity, the interest
payment periods, the dates, price, and terms upon and at which the Series 2023A Bonds shall be
subject to redemption prior to maturity at the option of the Issuer, as well as any mandatory
sinking fund redemption provisions, and all other matters relating to the issuance, sale, and
delivery of the Series 2023A Bonds, including, without limitation, the use of municipal bond
insurance in support of the Series 2023A Bonds, all of which shall be specified in the Bond
Purchase Agreement. Exhibit A to this Ordinance shall be revised to conform definitions to the
results of the pricing of the Series 2023A Bonds, as reflected in the Bond Purchase Agreement
executed by an Authorized Issuer Representative. All terins and provisions of the Series 2023A
Bonds set forth in the Bond Purchase Agreement shall be deemed to be a part of this Ordinance.
The Series 2023A Bonds shall be sold at a price that the Authorized Issuer Representative shall
determine to be most advantageous to the Issuer, which determination shall be evidenced by the
execution of the Bond Purchase Agreement setting forth the terms of sale of the Series 2023A
Bonds. The Series 2023A Bonds and the Series 2023B Bonds may be sold under the terms of
one Bond Purchase Agreement, as may be determined by an Authorized Issuer Representative.
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(d) General. The City Council authorizes the City Manager, any Assistant City Manager
and the Chief Financial Officer/Director of Financial Management Services of the City to
provide for and oversee the preparation of a preliminary official statement and final official
statement (the "Official Statement") in connection with the issuance of the Series 2023A Bonds,
and to approve the preliminary official statement and the Official Statement and deem the
preliminary official statement final, and to provide the Official Statement to the Underwriters, in
compliance with the Rule. The Official Statement in the form and content approved by an
Authorized Issuer Representative shall be deemed approved by the City Council and constitute
the Official Statement authorized for distribution to and use by the Underwriters.
(e) Parameters. The foregoing provisions of this Section notwithstanding, the purchase
price to be paid for the Series 2023A Bonds sold pursuant to this Ordinance shall not be less than
95% of the aggregate principal amount thereof, and the Series 2023A Bonds sold pursuant to this
Ordinance shall not bear a "net effective interest rate" (as defined in and calculated in accordance
with the provisions of Chapter 1204, Texas Government Code) of greater than 6.00%. Prior to
their sale, the Series 2023A Bonds shall have been rated by a nationally recognized rating agency
for municipal securities in one of the four highest rating categories for long term obligations.
The authority of an Authorized Issuer Representative to execute the Bond Purchase Agreement
evidencing the sale of the Series 2023A Bonds shall expire at 5:00 p.m. on Tuesday, April 30,
2024.
Section 4. REDEMPTION: (a) Optional Redemption. That the Series 2023A Bonds
may be subject to redemption prior to their scheduled maturities at the option of the City, on the
dates, at the prices and in the manner provided in the Bond Purchase Agreement. Should the
Series 2023A Bonds be subject to redemption prior to their scheduled maturities, if less than all
of the Series 2023A Bonds are to be redeemed by the City, the City shall determine the maturity
or maturities and the amounts to be redeemed and shall direct the Paying Agent/Registrar to call
Series 2023A Bonds, or portions of Series 2023A Bonds, within a maturity and in the principal
amounts for redemption and to select such Series 2023A Bonds to be redeemed as provided in
the FORM OF BOND. The FORM OF BOND shall be revised to reflect any optional
redemption of the Series 2023A Bonds, to the extent provided in the Bond Purchase Agreement
executed by an Authorized Issuer Representative. The optional redemption of Series 2023A
Bonds at the option of the City may be made conditional upon the occurrence of certain events,
as may be provided for in the FORM OF BOND.
(b) Mandatory Redemption. Should the Bond Purchase Agreement provide for the
mandatory sinking fund redemption of the Series 2023A 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 Series 2023A Bonds, to the extent provided in the
Bond Purchase Agreement executed by an Authorized Issuer Representative.
(c) General Notice. Notice of any redemption of Series 2023A Bonds shall be given in
the following manner, to-wit, a written notice of such redemption shall be given to the
Registered Owner of each Series 2023A Bond or a portion thereof being called for redemption at
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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 Series 2023A Bonds is determined only by a book entry at
a Depository for the Series 2023A Bonds, such notice shall be given to each Registered Owner
pursuant to arrangements between the City and the Depository. By the date fixed for any such
redemption due provision shall be made by the City with the Paying Agent/Registrar for the
payment of the required redemption price for the Series 2023A Bonds or the portions thereof
which are to be so redeemed. If such notice of redemption is given, and if due provision for such
payment is made, and all conditions precedent for the redemption have occurred, all as provided
above, the Series 2023A 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 fiends provided for such payment. The Paying Agent/Registrar
shall record in the Registration Books all such redemptions of principal of the Series 2023A
Bonds or any portion thereof. If a portion of any Series 2023A Bond shall be redeemed, a
substitute Series 2023A Bond or Series 2023A Bonds having the same maturity date, bearing
interest at the same rate, in any Authorized Denomination at the written request of the owner,
and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to
the owner upon the surrender thereof for cancellation, at the expense of the City, all as provided
in this Ordinance. The maturities of Series 2023A Bonds to be called for redemption shall be
determined by the City. The Series 2023A Bonds or portions to be redeemed within each such
maturity shall be selected by the Paying Agent/Registrar as provided in the FORM OF BOND
(provided that a portion of a Series 2023A Bond may be redeemed only in an Authorized
Denomination). The City shall give written notice to the Paying Agent/Registrar of any such
redemption of Series 2023A Bonds at least sixty (60) calendar days (or such shorter period as is
acceptable to the Paying Agent/Registrar)prior to such redemption.
(d)Additional Notice. (i) In addition to the manner of providing notice of redemption of
Series 2023A Bonds as set forth above, the Paying Agent/Registrar shall give notice of
redemption of Series 2023A 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. Any notices sent to the MSRB or such national information services shall be
sent so that they are received at least two (2) days prior to the general mailing or delivery or
publication date of such notice. The Paying Agent/Registrar shall also send a notice of
prepayment or redemption to the owner of any Series 2023A Bond who has not sent the Series
2023A 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 Ordinance, shall contain a description of the Series 2023A Bonds to be redeemed including
the complete name of the Series 2023A 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 delivery date for the notice, the date of redemption, the redemption price, any
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conditions precedent to the redemption, the name of the Paying Agent/Registrar and the address
at which the Series 2023A Bond may be redeemed including a telephone number.
(iii) All redemption payments made by the Paying Agent/Registrar to the Registered
Owners of the Series 2023A Bonds shall include a CUSIP number relating to each amount paid
to such Registered Owner.
Section 5. CHARACTERISTICS OF THE SERIES 2023A BONDS. (a) Registration,
Transfer Conversion and Exchange; Authentication. That the City shall keep or cause to be kept
at the Designated Trust Office of BOKF, NA (the "Paying Agent/Registrar"), books or records
for the registration of the transfer, conversion and exchange of the Series 2023A Bonds (the
"Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar
and transfer agent to keep such books or records and make such registrations of transfers,
conversions and exchanges under such reasonable regulations as the City and the Paying
Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations,
transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar shall
obtain and record in the Registration Books the address of the owner of each Series 2023A Bond
to which payments with respect to the Series 2023A Bonds shall be sent, as herein provided; but
it shall be the duty of each owner to notify the Paying Agent/Registrar in writing of the address
to which payments shall be sent, and such payments shall not be sent unless such notice has been
given. The City shall have the right to inspect at the Designated Trust Office the Registration
Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying
Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by
law, shall not permit their inspection by any other entity. Except as otherwise provided in the
FORM OF BOND, the owner of each Series 2023A Bond requesting a conversion, transfer,
exchange and delivery of such Series 2023A Bond shall pay the Paying Agent/Registrar's
standard or customary fees and charges for making such registration, transfer, conversion,
exchange and delivery of a substitute Series 2023A Bond or Series 2023A Bonds. Registration
of assignments, transfers, conversions and exchanges of Series 2023A Bonds shall be made in
the manner provided and with the effect stated in the FORM OF BOND. Each substitute Series
2023A Bond shall bear a letter and/or number to distinguish it from each other Series 2023A
Bond. An authorized representative of the Paying Agent/Registrar shall, before the delivery of
any such Series 2023A Bond, date and manually sign the "Paying Agent/Registrar's
Authentication Certificate" in the form set forth in the FORM OF BOND (the "Authentication
Certificate"), and, except as provided below, no such Series 2023A Bond shall be deemed to be
issued or Outstanding unless the Authentication Certificate is so executed; however, the
foregoing notwithstanding, the Authentication Certificate need not be executed if any such Series
2023A Bond is accompanied by an executed "Comptroller's Registration Certificate" in the form
set forth in the FORM OF BOND. The Paying Agent/Registrar promptly shall cancel all paid
Series 2023A Bonds and Series 2023A Bonds surrendered for conversion and exchange and shall
dispose of such canceled Series 2023A Bonds in accordance with its customary procedures and
deliver to the City, upon written request, a certificate of such cancellation and disposition. No
additional ordinances, orders, or resolutions need be passed or adopted by the governing body of
the City or any other body or person so as to accomplish the foregoing conversion and exchange
of any Series 2023A Bond or portion thereof, and the Paying Agent/Registrar shall provide for
the printing, execution, and delivery of the substitute Series 2023A Bonds in the manner
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prescribed herein. Pursuant to Chapter 1206, the duty of conversion and exchange of Series
2023A Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
execution of the Authentication Certificate, the converted and exchanged Series 2023A Bond
shall be valid, incontestable, and enforceable in the same manner and with the same effect as the
Series 2023A Bonds which initially were issued and delivered pursuant to this Ordinance,
approved by the Attorney General, and registered by the Comptroller of Public Accounts. As of
the date this Ordinance is approved by the City Council, the Designated Trust Office of the
Paying Agent/Registrar is its Dallas,Texas corporate trust office.
(b) Payment of Bonds and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of, premium, if any, and
interest on the Series 2023A Bonds, all as provided in this Ordinance. The Paying
Agent/Registrar shall keep proper records of all payments made by the City and the Paying
Agent/Registrar with respect to the Series 2023A Bonds.
(c) In General. The Series 2023A Bonds (i) shall be issued in fully registered form,
without interest coupons, with the principal of and interest on such Series 2023A Bonds to be
payable only to the Registered Owners thereof, (ii) may be redeemed prior to their scheduled
maturities, (iii) may be transferred and assigned, (iv) may be converted and exchanged for other
Series 2023A Bonds, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and
authenticated, (vii) shall be payable as to principal and interest, and (viii) shall be administered
and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with
respect to the Series 2023A Bonds, all as provided, and in the manner and to the effect as
required or indicated, in the FORM OF BOND. The Series 2023A Bonds initially issued and
delivered pursuant to this Ordinance are not required to be, and shall not be, authenticated by the
Paying Agent/Registrar, but on each substitute Series 2023A Bond issued in conversion of and
exchange for any Series 2023A Bond or Series 2023A Bonds issued under this Ordinance the
Paying Agent/Registrar shall execute the Authentication Certificate.
(d) Substitute Pawing A ent/Re ig stray. The City covenants with the owners of the Series
2023A Bonds that at all times while the Series 2023A Bonds are Outstanding a competent and
legally qualified entity shall act as and perform the services of Paying Agent/Registrar for the
Series 2023A Bonds under this Ordinance, and that the Paying Agent/Registrar will be one
entity. Such entity may be the City, to the extent permitted by law, or a bank, trust company,
financial institution, or other agency, as selected by the City. The City reserves the right to, and
may, at its option, change the Paying Agent/Registrar upon not less than one hundred and twenty
(120) days written notice to the Paying Agent/Registrar, to be effective not later than sixty (60)
days prior to the next principal or interest payment date after such notice. In the event that the
entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or
other method) should resign or otherwise cease to act as such, the City covenants that promptly it
will appoint a competent and legally qualified entity to act as Paying Agent/Registrar under this
Ordinance. Upon any change in the Paying 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 Series 2023A Bonds, to the new
Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying
Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new
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Paying Agent/Registrar to each owner of the Series 2023A 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 Ordinance, and a certified copy of this
Ordinance shall be delivered to each Paying Agent/Registrar.
Section 6. FORM OF BONDS. (a) Form of Bonds. That the form of all Series 2023A
Bonds, including the form of the Authentication Certificate, the form of Assignment, and the
form of the Comptroller's Registration Certificate to be attached only to the Series 2023A Bonds
initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as
set forth in Exhibit B, with such appropriate variations, omissions, or insertions as are permitted
or required by this Ordinance.
(b) Printing Co-Bond Counsel Opinion and Statement of Insurance. The printer of the
Series 2023A Bonds is hereby authorized to print on the Series 2023A Bonds the form of co-
Bond Counsel's opinion relating to the Series 2023A Bonds, and is hereby authorized to print on
the Series 2023A Bonds an appropriate statement of insurance furnished by a municipal bond
insurance company providing municipal bond insurance, if any, covering all or any part of the
Series 2023A Bonds.
Section 7. RULES OF CONSTRUCTION. That for all purposes of this Ordinance,
unless the context requires otherwise, all references to designated Sections and other
subdivisions are to the Sections and other subdivisions of this Ordinance. The words "herein",
"hereof' and "hereunder" and other words of similar import refer to this Ordinance as a whole
and not to any particular Section or other subdivision. Except where the context otherwise
requires, terms defined in this Ordinance to impart the singular number shall be considered to
include the plural number and vice versa. References to any named person means that party and
its successors and assigns. References to any constitutional, statutory or regulatory provision
means such provision as it exists on the date this Ordinance is adopted by the City and any future
amendments thereto or successor provisions thereof. All ordinances and resolutions or parts
thereof in conflict herewith are hereby repealed.
Section 8. PLEDGE AND SOURCE OF PAYMENT. (a) Pledge of Pledged Revenues.
That the Series 2023A Bonds are and shall be secured by and payable from a first lien on and
pledge of the Pledged Revenues; and the Pledged Revenues are further pledged to the
establishment and maintenance of the Debt Service Fund and the Accounts therein maintained to
the extent hereinafter provided.
(b) Pledge of 334 Revenues in Support of the Series 2023A Bonds. In addition to the
Pledged Revenues, as additional security for the Series 2023A Bonds, the Series 2023A Bonds
are and shall be secured by and payable from a first lien on and pledge of the 334 Revenues;
provided, that in no event shall the 334 Revenues transferred to the credit of the Tax-Exempt
Bonds Debt Service Account result in the amount of 334 Revenues so deposited and available to
pay the principal of or interest on the Series 2023A Bonds exceeding five percent of (i) the
principal (including Sinking Fund Installments) coming due on all Outstanding Series 2023A
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Bonds on a Principal Payment Date, and (ii) the interest coining due on all Outstanding Series
2023A Bonds for the current Fiscal Year.
(c) No Additional Security. The Series 2023A Bonds are and will be secured only by the
Pledged Revenues and the 334 Revenues to the extent described in this Ordinance. Moneys in
the Tax-Exempt Bonds Debt Service Reserve Account are available only to pay Debt Service on
the Series 2017A Bonds and any Additional Bonds hereafter issued as Tax-Exempt Bonds, to the
extent provided in the Series 2017A Bond Ordinance and any ordinance hereafter adopted
authorizing the issuance of Additional Bonds as Tax-Exempt Bonds. Moneys in the Series
2023A Bond Proceeds Account are available to pay Debt Service on the Series 2023A Bonds, to
the extent provided in this Ordinance. The Series 2023A Bonds are not secured by or payable
from a mortgage or deed of trust on any properties, whether real,personal, or mixed, constituting
the Venue Project. The City reserves the right at any time, but is tinder no obligation, to provide
additional security in support of the Series 2023A Bonds.
(d) Perfection of Lien. Chapter 1208 applies to the issuance of the Series 2023A Bonds
and the pledge of the Pledged Revenues and the 334 Revenues granted by the City under
subsections (a) and (b) of this Section, and such pledge is therefore valid, effective, and
perfected. If Texas law is amended at any time while the Series 2023A Bonds are outstanding
and unpaid such that the pledge of the Pledged Revenues and the 334 Revenues granted by the
City is to be subject to the filing requirements of Chapter 9, then in order to preserve to the
Registered Owners of the Series 2023A Bonds the perfection of the security interest in said
pledge, the City agrees to take such measures as it determines are reasonable and necessary
under Texas law to comply with the applicable provisions of Chapter 9 and enable a filing to
perfect the security interest in said pledge to occur.
Section 9. PREAMBLE. That the preamble to this Ordinance is hereby incorporated by
reference, and is to be considered a part of the operative text of this Ordinance.
Section 10. VENUE PROJECT FUND. That in accordance with the provisions of the
Act, the City has established and maintains on the records of the City the Venue Project Fund.
The City has established and shall maintain on the records of the City the 334 Revenues Account
within the Venue Project Fund. The City hereby establishes and shall maintain on the records of
the City the Series 2023A Bond Proceeds Account within the Venue Project Fund. 334
Revenues in the 334 Revenues Account are to be disbursed in accordance with and in the manner
provided by this Ordinance, the Concurrent Ordinance and the Series 2017 Bond Ordinances.
Moneys in the Series 2023A Bond Proceeds Account are to be disbursed in accordance with and
in the manner provided by this Ordinance.
The initial funding of the Series 2023A Bond Proceeds Account shall occur, and the
disbursement of funds therefrom shall be made, in accordance with the provisions of Section
14(a) hereof. Upon the disposition of all funds deposited to the credit of the Series 2023A Bond
Proceeds Account, the Series 2023A Bond Proceeds Account shall thereafter be closed.
The City shall, upon its receipt, deposit 334 Revenues to the credit of the 334 Revenues
Account. In the event that 334 Revenues on deposit in the 334 Revenues Account are not
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sufficient to fully satisfy the monthly transfer requirements specified in clauses (A) and (B) of
Section 16 first, respectively, then the requisite transfers to the Taxable Bonds Debt Service
Account and the Tax-Exempt Bonds Debt Service Account shall be made first to the Taxable
Bonds Debt Service Account and then, to the extent of the availability of 334 Revenues at such
requisite time of transfer, to the Tax-Exempt Bonds Debt Service Account. After 334 Revenues
in the 334 Revenues Account have been transferred in accordance with Section 16 hereof and no
Event of Default has occurred and is continuing under this Ordinance, the Concurrent Ordinance
and the Series 2017 Bond Ordinances, excess amounts in the 334 Revenues Account may be
used by the City for any lawful purpose consistent with the Election.
Section 11. PUBLIC FINANCING ZONE SPECIAL REVENUE FUND. That the City
has established and shall maintain on the records of the City the "Public Financing Zone Special
Revenue Fund", and has established within such Fund the "State PFZ Funds Account", to which
Account the City shall deposit, upon its receipt, the State PFZ Funds. The City shall cause to be
transferred State PFZ Funds on deposit in the State PFZ Funds Account to the Debt Service
Fund, in accordance with the finding requirements set forth in Section 16 hereof. After State
PFZ Funds in the State PFZ Funds Account have been transferred in accordance with Section 16
hereof and no Event of Default has occurred and is continuing under this Ordinance, the
Concurrent Ordinance and the Series 2017 Bond Ordinances, excess amounts in the State PFZ
Funds Account may be used by the City for any lawful purpose.
Section 12. CULTURE AND TOURISM FUND. That the City has established and shall
maintain on the records of the City the "Culture and Tourism Fund", and has established within
such Fund the "City Hotel Tax Revenues Account", to which Account the City shall deposit,
upon its receipt, the Available City Hotel Tax Revenues. The City shall cause to be transferred
Available City Hotel Revenues on deposit in the City Hotel Tax Revenues Account to the Debt
Service Fund, in accordance with the funding requirements set forth in Section 16 hereof. After
Pledged Revenues consisting of Available City Hotel Tax Revenues in the City Hotel Tax
Revenues Account have been transferred in accordance with Section 16 hereof and no Event of
Default has occurred and is continuing under this Ordinance, the Concurrent Ordinances and the
Series 2017 Bond Ordinances, excess amounts in the City Hotel Tax Revenues Account may be
used by the City for any lawful purpose.
Section 13. DALLAS/FORT WORTH AIRPORT REVENUE SHARING FUND. That
the City has established and shall maintain on the records of the City the "Dallas/Fort Worth
Airport Revenue Sharing Fund", and has established within such Revenue Sharing Fund the
Airport Shared Revenues Account, to which Account the City shall deposit, upon its receipt, the
Airport Shared Revenues. The City shall cause to be transferred Airport Shared Revenues in the
Dallas/Fort Worth Airport Revenue Sharing Fund to the Debt Service Fund, in accordance with
the funding requirements set forth in Section 16 hereof. After Pledged Revenues consisting of
Airport Shared Revenues in the Airport Shared Revenues Account have been transferred in
accordance with Section 16 hereof and no Event of Default has occurred and is continuing under
this Ordinance, the Concurrent Ordinance and the Series 2017 Bond Ordinances, excess amounts
in the Airport Shared Revenues Account may be used by the City for any lawful purpose.
Section 14. VENUE CAPITAL PROJECT FUND. (a) Venue Capital Project Fund,
Series 2023A Costs of Issuance Account and Series 2023A Adjacent Support Facilities Project
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Account. That the City has established and shall maintain on the records of the City the Venue
Capital Project Fund. Within the Venue Capital Project Fund, the City shall establish and
maintain the Series 2023A Costs of Issuance Account and the Series 2023A Adjacent Support
Facilities Project Account. After the deposit of moneys to the credit of the Series 2023A Costs of
Issuance Account within the Venue Capital Project Fund, the City shall transfer the remaining
balance in the Series 2023A Bond Proceeds Account to the Series 2023A Adjacent Support
Facilities Project Account, in accordance with the closing instructions executed by an Authorized
Issuer Representative as provided in Section 36 hereof. hi addition, under the terms of the
Concurrent Ordinance, the City shall establish and maintain within the Venue Capital Project
Fund the Series 2023B Costs of Issuance Account and the Series 2023B Adjacent Support
Facilities Project Account.
(b) Payment of Issuance Costs. Moneys in the Series 2023A Costs of Issuance
Account shall be used to pay Issuance Costs of the Series 2023A Bonds. Upon the payment of
the Issuance Costs of the Series 2023A Bonds, any moneys remaining in the Series 2023A Costs
of Issuance Account shall be transferred to the Series 2023A Adjacent Support Facilities Project
Account, and the Series 2023A Costs of Issuance Account shall thereafter be closed.
(c) Transfer of Excess Funds from Series 2023A Adjacent Support Facilities Project
Account. Upon payment in full of the costs incurred for the Series 2023A Adjacent Support
Facilities Project, to the extent amounts remain unspent in the Series 2023A Adjacent Support
Facilities Project Account, the City shall transfer the amount remaining in the Series 2023A
Adjacent Support Facilities Project Account of the Venue Capital Project Fund to the Tax-
Exempt Bonds Debt Service Account of the Debt Service Fund for the payment of Debt Service
on the Series 2023A Bonds, and the Series 2023A Adjacent Support Facilities Project Account
of the Venue Capital Project Fund shall thereafter be closed.
Section 15. DEBT SERVICE FUND. (a) Debt Service Fund and Accounts. That the
City has established and will maintain on the records of the City the Debt Service Fund. Within
the Debt Service Fund,the following Accounts have been established:
(i) the Tax-Exempt Bonds Debt Service Account;
(ii) the Tax-Exempt Bonds Debt Service Reserve Account;
(iii) the Taxable Bonds Debt Service Account; and
(iv) the Taxable Bonds Debt Service Reserve Account.
(b) Transfers to Pay Debt Service. The City shall cause to be paid out of the Tax-
Exempt Bonds Debt Service Account of the Debt Service Fund on or before each Debt Service
Payment Date for any of the Series 2023A Bonds, the amount required to pay Debt Service
coming due and payable on such date for the Series 2023A Bonds. On or before any
Redemption Date for Series 2023A Bonds to be redeemed, the City shall also cause to be paid
out of the Tax-Exempt Bonds Debt Service Account of the Debt Service Fund, from available
amounts deposited therein from time to time and allocable to such Series 2023A Bonds to be
redeemed on such date, the Redemption Price of and interest on the Series 2023A Bonds then to
be redeemed.
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(c) Sinking Fund Installments. Amounts in the Tax-Exempt Bonds Debt Service
Account of the Debt Service Fund with respect to any Sinking Fund Installment for the Series
2023A Bonds (together with amounts in the Tax-Exempt Bonds Debt Service Account of the
Debt Service Fund with respect to interest on the Series 2023A Bonds for which such Sinking
Fund Installment was established) shall be applied to the redemption of Series 2023A Bonds and
maturity for which such Sinking Fund Installment was established in an amount not exceeding
that necessary to complete the retirement of such Sinking Fund Installment as hereinafter
provided. As soon as practicable after the sixtieth (60th)day immediately preceding the due date
of any such Sinking Fund Installment, the Paying Agent/Registrar shall proceed to call for
redemption, by giving notice as provided in Section 4 hereof, on such due date Series 2023A
Bonds and maturity for which such Sinking Fund Installment was established (except in the case
of Series 2023A Bonds maturing on a Sinking Fund Installment Date) in such amount as shall be
necessary to complete the retirement of such Sinking Fund Installment; provided that for this
purpose the principal amount of the Series 2023A Bonds and maturity delivered by the Issuer to
the Paying Agent/Registrar for cancellation not less than sixty (60) days prior to such due date, if
any, shall be credited against the amount of such Sinking Fund Installment. Such notice shall be
given only to the extent that moneys therefor shall have been deposited in the Tax-Exempt
Bonds Debt Service Account of the Debt Service Fund and without any instructions from the
Issuer. The foregoing notwithstanding, if more than one series of Tax-Exempt Bonds are subject
to mandatory sinking fund redemption on any date and there are not fiends sufficient to effect the
scheduled payment in full of Sinking Fund Installments due on such date, funds in the Tax-
Exempt Bonds Debt Service Account of the Debt Service Fund shall be applied pro rata to effect
the mandatory sinking fund redemption of such Tax-Exempt Bonds.
(d) Reduction of Sinking Fund Installments Resulting from Earlier Redemptions.
Upon a redemption pursuant to any redemption provision of this Ordinance, other than an
anticipated sinking fund redemption provision of the Series 2023A Bonds and maturity for which
Sinking Fund Installments have been established, the principal amount of such Series 2023A
Bonds so purchased or redeemed shall be credited toward the next Sinking Fund Installment or
Installments for the Series 2023A Bonds.
(e) No Deposit to Tax-Exempt Debt Service Reserve Account. The Tax-Exempt
Bonds Debt Service Reserve Account shall not be funded in connection with the issuance of the
Series 2023A Bonds.
Section 16. FLOW OF FUNDS. That on each date as described in clauses First and
Second below, the City shall cause 334 Revenues and Pledged Revenues to be deposited in the
manner and order of priority listed below:
First, to the Debt Service Fund on the dates and in the following amounts and
order:
(A) from 334 Revenues, (1) such amounts, deposited in approximately
equal monthly installments, commencing on the fifteenth (15th) day of the month
immediately following the Closing Date, and on the fifteenth (15th) day of each
month thereafter for deposit to the credit of the Taxable Bonds Debt Service
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Account of the Debt Service Fund, together with other amounts, if any, in the
Taxable Bonds Debt Service Account available for such purpose, to pay the
interest scheduled to come due on the Series 2017B Bonds and the Series 2023B
Bonds on the next succeeding Interest Payment Date and (2) such amounts (as
limited by subsection (b) of Section 8 of this Ordinance and, in the event of
insufficiency, the priority specified in the last paragraph of Section 10 of this
Ordinance, respectively), deposited in approximately equal monthly installments,
commencing on the fifteenth (15th) day of the month immediately following the
Closing Date, and on the fifteenth(15th) day of each month thereafter, for deposit
to the credit of the Tax-Exempt Bonds Debt Service Account of the Debt Service
Fund, together with other amounts, if any, in the Tax-Exempt Bonds Debt Service
Account available for such purpose, to pay the interest scheduled to come due on
the Series 2017A Bonds and the Series 2023A Bonds on the next succeeding
Interest Payment Date; plus
(B) from 334 Revenues, (1) such amounts, deposited in approximately
equal monthly installments, commencing on the Initial Series 2017B Principal
Funding Date, and on the fifteenth (15th) day of each month thereafter, for
deposit to the credit of the Taxable Bonds Debt Service Account of the Debt
Service Fund, together with other amounts, if any, in the Taxable Bonds Debt
Service Account available for such purpose, to pay the principal of the Series
2017B Bonds scheduled to come due on the next succeeding Principal Payment
Date for the Series 2017B Bonds, (2) such amounts, deposited in approximately
equal monthly installments, commencing on the Initial Series 2023B Principal
Funding Date, and on the fifteenth (15th) day of each month thereafter, for
deposit to the credit of the Taxable Bonds Debt Service Account of the Debt
Service Fund, together with other amounts, if any, in the Taxable Bonds Debt
Service Account available for such purpose, to pay the principal of the Series
2023B Bonds scheduled to come due on the next succeeding Principal Payment
Date for the Series 2023B Bonds, (3) such amounts (as limited by subsection (b)
of Section 8 of the Series 2017A Ordinance and, in the event of insufficiency, the
priority specified in the last paragraph of Section 10 of this Ordinance,
respectively), deposited in approximately equal monthly installments,
commencing on the Initial Series 2017A Principal Funding Date, and on the
fifteenth (15th) day of each month thereafter, for deposit to the credit of the Tax-
Exempt Bonds Debt Service Account of the Debt Service Fund, together with
other amounts, if any, in the Tax-Exempt Bonds Debt Service Account available
for such purpose, to pay the principal of the Series 2017A Bonds scheduled to
come due on the next succeeding Principal Payment Date for the Series 2017A
Bonds, and (4) such amounts (as limited by subsection (b) of Section 8 of this
Ordinance and, in the event of insufficiency, the priority specified in the last
paragraph of Section 10 of this Ordinance, respectively), deposited in
approximately equal monthly installments, commencing on the Initial Series
2023A Principal Funding Date, and on the fifteenth (15th) day of each month
thereafter, for deposit to the credit of the Tax-Exempt Bonds Debt Service
Account of the Debt Service Fund, together with other amounts, if any, in the
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Tax-Exempt Bonds Debt Service Account available for such purpose, to pay the
principal of the Series 2023A Bonds scheduled to come due on the next
succeeding Principal Payment Date for the Series 2023A Bonds; and
(C) from Pledged Revenues, such amounts, deposited in approximately
equal monthly installments, commencing on the fifteenth (15th) day of the month
immediately following the Closing Date, and on the fifteenth (15th) day of each
month thereafter, on a pro rata basis, for deposit to the credit of the Tax-Exempt
Bonds Debt Service Account of the Debt Service Fund and the Taxable Bonds
Debt Service Account of the Debt Service Fund, together with other amounts, if
any, in the Tax-Exempt Bonds Debt Service Account and the Taxable Bonds Debt
Service Account, respectively, available for such purpose, to pay the interest
scheduled to come due on the Outstanding Venue Project Bonds on the next
succeeding Interest Payment Date; plus
(D) from Pledged Revenues, such amounts, deposited in approximately
equal monthly installments, commencing, with respect to the Series 2017A
Bonds, on the Initial Series 2017A Principal Funding Date, with respect to the
Series 2017B Bonds, on the Initial Series 2017B Principal Funding Date, with
respect to the Series 2023A Bonds, on the Initial Series 2023A Principal Funding
Date and with respect to the Series 2023B Bonds, on the Initial Series 2023B
Principal Funding Date, and on the fifteenth (15th) day of each month thereafter,
on a pro rata basis, for deposit to the credit of the Tax-Exempt Bonds Debt
Service Account of the Debt Service Fund and the Taxable Bonds Debt Service
Account of the Debt Service Fund, together with other amounts, if any, in the
Tax-Exempt Bonds Debt Service Account and the Taxable Bonds Debt Service
Account, respectively, available for such purpose, to pay the principal of the
Outstanding Venue Project Bonds scheduled to come due on the next succeeding
Principal Payment Date; and
Second, on any Debt Service Payment Date, (1) if the Tax-Exempt Bonds Debt
Service Reserve Account contains less than the Reserve Requirement for the Series
2017A Bonds, to the Tax-Exempt Bonds Debt Service Reserve Account, from Pledged
Revenues (and in no event from 334 Revenues), an amount equal to the amount required
to replenish the Reserve Requirement for the Series 2017A Bonds in accordance with the
provisions of the Series 2017A Ordinance and (2) if the Taxable Bonds Debt Service
Reserve Account contains less than the Reserve Requirement for the Series 2017B
Bonds, to the Taxable Bonds Debt Service Reserve Account, first, from 334 Revenues
and second, from Pledged Revenues, an amount equal to the amount required to replenish
the Reserve Requirement for the Series 2017B Bonds in accordance with the provisions
of the Series 2017B Bond Ordinance.
Moneys shall be deposited to the credit of the Rebate Fund to the extent required by Section 20
hereof in respect to the Series 2023A Bonds.
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Any deficiency in funding the approximately equal monthly installments described in
clauses (A) through (D) of First above shall be satisfied in the transfers made by the City for the
next succeeding monthly installments, to the extent 334 Revenues and Pledged Revenues are
available to make such transfers. Furthermore, if on the Business Day immediately preceding a
Debt Service Payment Date the amounts on deposit in the Tax-Exempt Bonds Debt Service
Account or the Taxable Bonds Debt Service Account of the Debt Service Fund are not sufficient
to pay the Debt Service due on the next succeeding Debt Service Payment Date, the City shall
transfer, on the day before such Debt Service Payment Date, 334 Revenues (as limited by
Section 8(b) of this Ordinance and the Series 2017A Bond Ordinance) and Pledged Revenues to
each such Account of the Debt Service Fund in the amount necessary to satisfy such deficiency
(and if such deficiency cannot be fully satisfied, such transfers to each such Account in the Debt
Service Fund shall be made on a pro rata basis), to the extent 334 Revenues and Pledged
Revenues are available to make such transfers. Such transfers to be made by the City pursuant to
the immediately preceding sentence shall be made prior to any transfers that are required to be
made by the City to the Debt Service Fund on the same day (i) from a Debt Service Reserve
Account and (ii) from proceeds of Outstanding Venue Project Bonds, including without
limitation, from moneys on deposit in the Series 2023A Adjacent Support Facilities Project
Account (as required by Section 17 hereof) and moneys on deposit in the Series 2023B Adjacent
Support Facilities Project Account(as required by Section 17 of the Concurrent Ordinance).
Section 17. OTHER TRANSFERS TO DEBT SERVICE FUND. Notwithstanding
anything in this Ordinance to the contrary, if on the Business Day immediately preceding a Debt
Service Payment Date there are not sufficient moneys in the Tax-Exempt Bonds Debt Service
Account of the Debt Service Fund on such date, after making the transfers required by Section
16 hereof to pay Debt Service on the Series 2023A Bonds to become due and owing on such
Debt Service Payment Date, the Issuer shall transfer moneys from the Series 2023A Adjacent
Support Facilities Project Account, to the extent such moneys are available, for deposit to the
Tax-Exempt Bonds Debt Service Account of the Debt Service Fund in an amount sufficient to
cure such insufficiency in the Tax-Exempt Bonds Debt Service Account of the Debt Service
Fund for the payment of Debt Service on the Series 2023A Bonds.
Section 18. INVESTMENTS. That the City may invest moneys on deposit in the
various Funds and Accounts in time deposits, or investments as authorized by law, including,
without limitation, in investments permitted by Chapter 2256, and the City's investment policy.
Investments shall be sold promptly when necessary to prevent any default in connection with the
Series 2023A Bonds. Earnings derived from the investment of moneys on deposit in the various
Funds and Accounts shall be credited to the Fund or Account from which moneys used to
acquire such investment shall have come.
Section 19. PAYMENT OF BONDS. That on or before the first scheduled Interest
Payment Date, and on or before each Interest Payment Date and Principal Payment Date
thereafter while any Series 2023A Bond is Outstanding and unpaid, the City shall make available
to the Paying Agent/Registrar, in the manner provided in this Ordinance, out of the Debt Service
Fund monies sufficient to pay such interest on and such principal amount of the Series 2023A
Bonds, as shall become due on such dates, respectively, at maturity or by redemption prior to
16
maturity. The Paying Agent/Registrar shall dispose of the Series 2023A Bonds as provided in
Section 5(a)hereof.
Section 20. COVENANTS REGARDING TAX-EXEMPTION. That the Issuer
covenants to refrain from any action which would adversely affect, or to take such action as to
ensure, the treatment of the Series 2023A Bonds as obligations described in section 103 of the
Code, the interest on which is not includable in the "gross income" of the holder for purposes of
federal income taxation. In furtherance thereof, the Issuer covenants as follows:
(a) to take any action to assure that no more than ten percent (10%) of the
proceeds of the Series 2023A Bonds or the projects financed or refinanced therewith(less
amounts deposited to a reserve fund, if any) are used for any "private business use", as
defined in section 141(b)(6) of the Code or, if more than ten percent (10%) of the
proceeds are so used, that amounts, whether or not received by the Issuer, with respect to
such private business use, do not, under the terms of this Ordinance or any underlying
arrangement, directly or indirectly, secure or provide for the payment of more than ten
percent (10%) of the debt service on the Series 2023A Bonds, in contravention of section
141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds five percent (5%) of the proceeds of the Series
2023A Bonds or the projects financed therewith (less amounts deposited into a reserve
fund, if any) then the amount in excess of five percent (5%) is used for a "private
business use" which is "related" and not "disproportionate", within the meaning of
section 141(b)(3) of the Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or five percent (5%) of the proceeds of the Series 2023A Bonds (less
amounts deposited into a reserve fund, if any) is directly or indirectly used to finance
loans to persons, other than state or local governmental units, in contravention of section
141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Series
2023A Bonds being treated as "specified private activity bonds" within the meaning of
section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Series 2023A Bonds
being "federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Series 2023A Bonds,
directly or indirectly, to acquire or to replace funds which were used, directly or
indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code)
which produces a materially higher yield over the term of the Series 2023A Bonds, other
than investment property acquired with--
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(1) proceeds of the Series 2023A Bonds invested for a reasonable
temporary period until such proceeds are needed for the purpose for which the
Series 2023A Bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148-1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement
fiend to the extent such amounts do not exceed ten percent of the proceeds of the
Series 2023A Bonds;
(g) to otherwise restrict the use of the proceeds of the Series 2023A Bonds or
amounts treated as proceeds of the Series 2023A Bonds, as may be necessary, so that the
Series 2023A Bonds do not otherwise contravene the requirements of section 148 of the
Code (relating to arbitrage);
(h) to refrain from using the proceeds of the Series 2023A Bonds or the proceeds
of any prior bonds to pay debt service on another issue more than 90 days after the date
of issue of the Series 2023A Bonds in contravention of section 149(d) of the Code
(relating to advance refundings); and
(i) to pay to the United States of America at least once during each five-year
period(beginning on the date of delivery of the Series 2023A Bonds) an amount that is at
least equal to ninety percent (90%) of the "Excess Earnings", within the meaning of
section 148(f) of the Code and to pay to the United States of America, not later than sixty
(60) days after the Series 2023A Bonds have been paid in full, one hundred percent
(100%) of the amount then required to be paid as a result of Excess Earnings under
section 148(f) of the Code.
For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the
term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in
the case of a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds
expended prior to the date of the issuance of the Series 2023A Bonds. It is the understanding of
the Issuer that the covenants contained herein are intended to assure compliance with the Code
and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant
thereto. In the event that regulations or rulings are hereafter promulgated which modify or
expand provisions of the Code, as applicable to the Series 2023A Bonds, the Issuer will not be
required to comply with any covenant contained herein to the extent that such failure to comply,
in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption
from federal income taxation of interest on the Series 2023A Bonds under section 103 of the
Code. In the event that regulations or rulings are hereafter promulgated which impose additional
requirements which are applicable to the Series 2023A Bonds, the Issuer agrees to comply with
the additional requirements to the extent necessary, in the opinion of nationally-recognized bond
counsel, to preserve the exemption from federal income taxation of interest on the Series 2023A
Bonds under section 103 of the Code. In furtherance of the foregoing, the Mayor, the City
Manager, any Assistant City Manager and the Chief Financial Officer/Director of Financial
18
Management Services of the City are authorized to execute any certificates or other reports
required by the Code and to make such elections, on behalf of the City, which may be permitted
by the Code as are consistent with the purpose for the issuance of the Series 2023A Bonds. In
order to facilitate compliance with the above clause (i), a "Rebate Fund" may be established by
the City for the sole benefit of the United States of America, and the Rebate Fund shall not be
subject to the claim of any other person, including without limitation the registered owners of the
Series 2023A Bonds. If established, the Rebate Fund would be established for the additional
purpose of compliance with section 148 of the Code.
Section 21. ADDITIONAL FEDERAL INCOME TAX COVENANTS; WRITTEN
PROCEDURES. (a) Allocation of and Limitation on Expenditures for the Series 2023A
Adjacent Support Facilities Project. That the City covenants to account for on its books and
records the expenditure of proceeds from the sale of the Series 2023A Bonds and any investment
earnings thereon to be used for the improvement and extension of the Series 2023A Adjacent
Support Facilities Project by allocating proceeds to expenditures within eighteen (18) months of
the later of the date that (a) the expenditure on the Series 2023A Adjacent Support Facilities
Project is made or (b) each such Series 2023A Adjacent Support Facilities Project is completed.
The foregoing notwithstanding, the City shall not expend such proceeds or investment earnings
more than sixty (60) days after the later of(a) the fifth anniversary of the date of delivery of the
Series 2023A Bonds or (b) the date the Series 2023A Bonds are retired, unless the City obtains
an opinion of nationally-recognized bond counsel substantially to the effect that such expenditure
will not adversely affect the tax-exempt status of the Series 2023A Bonds. For purposes of this
Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of
nationally-recognized bond counsel to the effect that such failure to comply will not adversely
affect the excludability for federal income tax purposes from gross income of the interest.
(b) Disposition of Series 2023A Adjacent Support Facilities Project. The City covenants
that the property financed or refinanced with the proceeds of the Series 2023A Bonds will not be
sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other
compensation, unless the City obtains an opinion of nationally-recognized bond counsel
substantially to the effect that such sale or other disposition will not adversely affect the tax-
exempt status of the Series 2023A Bonds. For purposes of this Section, the portion of the
property comprising personal property and disposed of in the ordinary course of business shall
not be treated as a transaction resulting in the receipt of cash or other compensation. For
purposes of this Section, the City shall not be obligated to comply with this covenant if it obtains
an opinion of nationally-recognized bond counsel to the effect that such failure to comply will
not adversely affect the excludability for federal income tax purposes from gross income of the
interest.
(c) Written Procedures. Until superseded by another action of the City, the written
procedures to ensure compliance with the covenants contained herein regarding private business
use, remedial actions, arbitrage and rebate approved by the City on September 26, 2023, apply to
the issuance of the Series 2023A Bonds, and are incorporated by reference into this Ordinance.
Section 22. AMENDMENT OF ORDINANCE. (a) Approval of Bondholders Required.
That the owners of a majority in principal amount of the Series 2023A Bonds shall have the right
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from time to time to approve any amendment to this Ordinance which may be deemed necessary
or desirable by the City, provided, however, that nothing herein contained shall permit or be
construed to permit the amendment of the terms and conditions in this Ordinance or in the Series
2023A Bonds so as to:
(1) Make any change in the maturity of any of the Outstanding Series 2023A Bonds;
(2) Reduce the rate of interest borne by any of the Outstanding Series 2023A Bonds;
(3) Reduce the amount of the principal payable on the Outstanding Series 2023A
Bonds;
(4) Modify the terms of payment of principal of, premium, if any, or interest on the
Outstanding Series 2023A Bonds or impose any conditions with respect to such
payment;
(5) Affect the rights of the owners of less than all of the Series 2023A Bonds then
Outstanding;
(6) Amend this clause (a) of this Section; or
(7) Change the minimum percentage of the principal amount of Series 2023A Bonds
necessary for consent to any amendment;
unless such amendment or amendments shall be approved by the owners of all of the Series
2023A Bonds then Outstanding.
(b) Notice of Amendment. That if at any time the City shall desire to amend the
Ordinance under this Section, the City shall cause notice of the proposed amendment to be
published in a financial newspaper or journal published in the City of New York, New York, and
a newspaper of general circulation in the City, once during each calendar week for at least two
(2) successive calendar weeks. Such notice shall briefly set forth the nature of the proposed
amendment and shall state that a copy thereof is on file at the principal office of the Paying
Agent/Registrar for inspection by all owners of the Series 2023A Bonds. Such publication is not
required, however, if notice in writing is given to each owner of the Series 2023A Bonds.
(c) Effectiveness of Consent and Approval. That whenever at any time not less than
thirty (30) days, and within one (1) year, from the date of the first publication of said notice or
other service of written notice the City shall receive an instrument or instruments executed by the
owners of at least a majority in principal amount of the Series 2023A Bonds then Outstanding,
which instrument or instruments shall refer to the proposed amendment described in said notice
and which specifically consent to and approve such amendment in substantially the form of the
copy thereof on file with the Paying Agent/Registrar, the City Council may pass such
amendment in substantially the same form.
(d) Amendment Effective. That upon the passage of any such amendment pursuant to
the provisions of this Section, this Ordinance shall be deemed to be amended in accordance with
such amendment, and the respective rights, duties and obligations under this Ordinance of the
City and all the owners of then Outstanding Series 2023A Bonds shall thereafter be determined,
exercised and enforced hereunder, subject in all respects to such amendment.
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(e) Revocation of Consent. That any consent given by the owners of a Series 2023A
Bond pursuant to the provisions of this Section shall be irrevocable for a period of six (6) months
from the date of the fast publication of the notice or other service of written notice provided for
in this Section, and shall be conclusive and binding upon all future owners of the same Series
2023A Bond during such period. Such consent may be revoked at any time after six (6) months
from the date of the first publication of such notice or other service of written notice by the
owner who gave such consent, or by a successor in title, by filing written notice thereof with the
Paying Agent/Registrar and the City, but such revocation shall not be effective if the owners of
at least a majority in principal amount of the Outstanding Series 2023A Bonds 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 City by action of the City Council may amend this Ordinance
without the consent of any owner of the Series 2023A Bonds, solely for any one or more of the
following purposes:
(1) To add to the covenants and agreements of the City in this Ordinance
contained, other covenants and agreements thereafter to be observed, grant additional
rights or remedies to the owners of the Series 2023A Bonds or to surrender, restrict or
limit any right or power herein reserved to or conferred upon the City;
(2) To make such provisions for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained in this Ordinance, or in
regard to clarifying matters or questions arising under this Ordinance, as are necessary or
desirable and not contrary to or inconsistent with this Ordinance and which shall not
adversely affect the interests of the owners of the Series 2023A Bonds then Outstanding;
(3) To modify any of the provisions of this Ordinance in any other respect
whatsoever, provided that such modification shall be, and be expressed to be, effective
only after the Series 2023A Bonds Outstanding at the date of the adoption of such
modification shall cease to be Outstanding;
(4) To make such amendments to this Ordinance as may be required, in the
opinion of Bond Counsel, to ensure compliance with sections 103 and 141 through 150 of
the Code and the regulations promulgated thereunder and applicable thereto with respect
to any Series 2023A Bonds;
(5) To make such changes, modifications or amendments as may be necessary or
desirable in order to allow the owners of the Series 2023A Bonds to thereafter avail
themselves of a book-entry system for payments, transfers and other matters relating to
the Series 2023A Bonds, which changes, modifications or amendments are not contrary
to or inconsistent with other provisions of this Ordinance and which shall not adversely
affect the interests of the owners of the Series 2023A Bonds;
(6) To make such changes, modifications or amendments as are permitted by
Section 24(c)(vi) of this Ordinance; and
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(7) 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 Series 2023A
Bonds by a Rating Agency.
Notice of any such amendment may be published by the City in the manner described in clause
(b) of this Section; provided, however, that the publication of such notice shall not constitute a
condition precedent to the adoption of such amendatory ordinance and the failure to publish such
notice shall not adversely affect the implementation of such amendment as adopted pursuant to
such amendatory ordinance.
(g) Eligibility to Approve Amendment. Ownership of the Series 2023A Bonds shall
be established by the Registration Books maintained by the Paying Agent/Registrar, in its
capacity as registrar and transfer agent for the Series 2023A Bonds.
Section 23. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Delivery of Substitute Bonds. That in the event any Outstanding Series 2023A Bond is
damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be
printed, executed, and delivered, a new Series 2023A Bond of the same principal amount,
maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Series 2023A
Bond, in replacement for such Series 2023A Bond in the manner hereinafter provided.
(b) Application. Application for replacement of damaged, mutilated, lost, stolen, or
destroyed Series 2023A Bonds shall be made to the Paying Agent/Registrar. In every case of
loss, theft, or destruction of a Series 2023A Bond, the applicant for a replacement bond shall
furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be
required by them to save each of them harmless from any loss or damage with respect thereto.
Also, in every case of loss, theft, or destruction of a Series 2023A Bond, the applicant shall
furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss,
theft, or destruction of such Series 2023A Bond, as the case may be. In every case of damage or
mutilation of a Series 2023A Bond, the applicant shall surrender to the Paying Agent/Registrar
for cancellation the Series 2023A Bond so damaged or mutilated.
(c) Payment without Replacement Bond. Notwithstanding the foregoing provisions of
this Section, in the event any such Series 2023A Bond shall have matured, and no default has
occurred which is then continuing in the payment of the principal of, premium, if any, or interest
on the Series 2023A Bond, the City may authorize the payment of the same (without surrender
thereof except in the case of a damaged or mutilated Series 2023A Bond) instead of issuing a
replacement Series 2023A Bond, provided security or indemnity is furnished as above provided
in this Section.
(d) Costs of Replacement Bond. Prior to the issuance of any replacement bond, the
Paying Agent/Registrar shall charge the owner of such Series 2023A Bond with all legal,
printing, and other expenses in connection therewith. Every replacement bond issued pursuant to
the provisions of this Section by virtue of the fact that any Series 2023A Bond is lost, stolen, or
destroyed shall constitute a contractual obligation of the City whether the lost, stolen, or
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destroyed Series 2023A Bond shall be found at any time, or be enforceable by anyone, and shall
be entitled to all the benefits of this Ordinance equally and proportionately with any and all other
Series 2023A Bonds duly issued under this Ordinance.
(e) Statutory Authority. In accordance with Chapter 1206, this Section of this Ordinance
shall constitute authority for the issuance of any such replacement bond without necessity of
further action by the City Council or any other body or person, and the duty of the replacement
of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the
Paying Agent/Registrar shall authenticate and deliver such bonds in the form and manner and
with the effect, as provided in Section 5(a) of this Ordinance for Series 2023A Bonds issued in
exchange for other Series 2023A Bonds.
Section 24. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. (i)
That the City 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
City of the general type described in Exhibit C hereto, and (2) if not provided as part of the
financial information and operating data, annual financial statements of the City. Any financial
statements so to be provided shall be (1) prepared in accordance with the accounting principles
described in Exhibit C hereto, or such other accounting principles as the City may be required to
employ from time to time pursuant to state law or regulation, and (2) audited, if the City
commissions an audit of such statements and the audit is completed within twelve (12) months
after the end of each Fiscal Year ending in or after 2023. If audited financial statements are not
available by the end of the twelve (12) month period, then the City shall provide notice that the
audited financial statements are not available, shall provide unaudited financial statements within
the twelve (12) 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 City changes its Fiscal Year, it will notify the MSRB of the change (and of the
date of the new Fiscal Year end) prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section. The
financial information and operating data to be provided pursuant to this Section may be set forth
in 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. All filings required to be
made pursuant to this Section 24 shall be made electronically, in such format and accompanied
by identifying information as is prescribed by the MSRB.
(b) Disclosure Event Notices. The City shall provide to the MSRB notice of any of the
following events with respect to the Series 2023A 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;
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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 5741-TEB) or other material notices or detenninations with
respect to the tax status of the Series 2023A Bonds, or other material
events affecting the tax status of the Series 2023A Bonds;
7. Modifications to rights of holders of the Series 2023A Bonds, if material;
8. Series 2023A Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Series
2023A Bonds, if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the City;
13. The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City, other
than in the ordinary course of business, the entry into a definitive
agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if
material;
14. Appointment of a successor Paying Agent/Registrar or change in the name
of the Paying Agent/Registrar, if material;
15. Incurrence of a Financial Obligation of the City, if material, or agreement
to covenants, events of default, remedies, priority rights, or other similar
terms of a Financial Obligation of the City, 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 City,
and which reflect financial difficulties.
The City also shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (a) of this Section by the
time required by subsection(a).
As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or similar
event" means the appointment of a receiver, fiscal agent or similar officer for the City in a
proceeding under the Bankruptcy Code or in any other proceeding tinder state or federal law in
which a court or governmental authority has assumed jurisdiction over substantially all of the
assets or business of the City, or if jurisdiction has been assumed by leaving the City Council and
official or officers of the City in possession but subject to the 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 City.
As used in clauses 15 and 16 above, the tern "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),
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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; and the teen
"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.
(c) Limitations Disclaimers, and Amendments. (i) The City shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the City remains an "obligated person" with respect to the Series 2023A Bonds within the
meaning of the Rule, except that the City in any event will give notice of any deposit made in
accordance with this Ordinance or applicable law that causes Series 2023A Bonds no longer to
be outstanding.
(ii) The provisions of this Section are for the sole benefit of the Holders and Beneficial
Owners of the Series 2023A Bonds, and nothing in this Section, express or implied, shall give
any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The
City undertakes to provide only the financial information, operating data, financial statements,
and notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or to update any information
provided in accordance with this Section or otherwise, except as expressly provided herein. The
City does not make any representation or warranty concerning such information or its usefulness
to a decision to invest in or sell Series 2023A Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY SERIES 2023A BOND OR ANY OTHER
PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN
PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT
FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY
RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON
ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MANDAMUS OR SPECIFIC PERFORMANCE.
(iv) No default by the City in observing or performing its obligations under this Section
shall comprise a breach of or default under this Ordinance for purposes of any other provision of
this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise
limit the duties of the City under federal and state securities laws.
(v) Should the Rule be amended to obligate the City to make filings with or provide
notices to entities other than the MSRB, the City agrees to undertake such obligation in
accordance with the Rule as amended.
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(vi) The provisions of this Section may be amended by the City from time to time to
adapt to changed circumstances that arise from a change in Legal Requirements, a change in law,
or a change in the identity, nature, status, or type of operations of the City, but only if(1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Series 2023A Bonds in the primary offering of the Series 2023A 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 Holders of a majority in aggregate
principal amount (or any greater amount required by any other provision of this Ordinance that
authorizes such an amendment) of the outstanding Series 2023A Bonds consent to such
amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond
counsel) determines that such amendment will not materially impair the interest of the Holders
and Beneficial Owners of the Series 2023A Bonds. If the City so amends the provisions of this
Section, it shall include with any amended financial information or operating data next provided
in accordance with subsection (a) of this Section an explanation, in narrative form, of the reason
for the amendment and of the impact of any change in the type of financial information or
operating data so provided.
Section 25. ADDITIONAL BONDS. (a) The City Council may by separate
ordinance authorize one or more Series of Additional Bonds secured by a first lien on and pledge
of the Pledged Revenues on a parity with the lien on and pledge of the Pledged Revenues
securing the Outstanding Venue Project Bonds, to be issued, authenticated and delivered upon
original issuance for the purpose of financing or refinancing the construction, installation, and
equipping of additions, renovations, betterments, extensions or improvements to the Venue
Project. Additional Bonds of a Series may be secured by additional sources, including the 334
Revenues, in the manner provided in the ordinance authorizing such Series of Additional Bonds.
Additional Bonds of a Series issued for such purposes shall be issued in a principal amount not
to exceed, together with other moneys available therefor, the Issuer's estimate of the reasonable
costs of the project to be financed or refinanced with the proceeds of the sale of such Series of
Additional Bonds, including providing amounts for the costs incidental to or connected with any
such Additional Bonds and the making of any deposits into the applicable Account within the
Debt Service Fund and any of the Funds and Accounts required by the provisions of the
ordinance authorizing such Series of Additional Bonds. Additional Bonds of each Series may be
delivered if;
(i) a certificate executed by an Authorized Issuer Representative and
dated as of the date of issuance of such Series of Additional Bonds is delivered
stating that there exists no Event of Default hereunder or under the Concurrent
Ordinance and the Series 2017 Bond Ordinances; and
(ii) the delivery of a certificate executed by an Authorized Issuer
Representative to the effect that, during either the next preceding Year, or any
twelve consecutive calendar month period ending not more than one hundred and
eighty days prior to the date of the then proposed Additional Bonds, the sum of
the Pledged Revenues and the 334 Revenues were, in his or her opinion, at least
equal to 1.50 times the average annual principal and interest requirements
(computed on a Fiscal Year basis) including Sinking Fund Installments, of the
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Outstanding Venue Project Bonds and Additional Bonds to be outstanding after
the issuance of the then proposed Additional Bonds; provided, however, if the
issuance of Refunding Bonds achieves a gross cash flow savings, the delivery of
the certificate described in this clause (ii) is not required as a condition to the
issuance of such Refunding Bonds as Additional Bonds.
(b) The City Council may authorize one or more Series of Refunding Bonds to be
issued, authenticated and delivered to refund all Outstanding Venue Project Bonds of one or
more Series or all or any portion of the Outstanding Venue Project Bond of a maturity within one
or more Series. Each Series of Refunding Bonds shall be issued in a principal amount sufficient,
together with other moneys available therefor, to accomplish such refunding,including providing
amounts for the costs incidental to or connected with any such Refunding Bonds including,
without limitation, the making of any deposits into any debt service reserve account within the
Debt Service Fund and any of the Funds and Accounts required by the provisions of the
ordinance authorizing the issuance of such Series of Refunding Bonds. Except to the extent
otherwise provided in clause (ii) of subsection (a) above, the City may deliver a Series of
Refunding Bonds upon delivery of the certificates described in clauses (i) and (ii) of subsection
(a) of this Section 25.
(c) In making the calculations described in clause (ii) of subsection (a) of this
Section, the amount of 334 Revenues for Tax-Exempt Bonds shall be limited to five percent of
the principal (including Sinking Fund Installments) and interest coming due on all Outstanding
Tax-Exempt Bonds and Tax-Exempt Bonds issued as Additional Bonds for the period covered
by the certificate described in such clause(ii).
Section 26. FURTHER ENCUMBRANCES. That in addition to the right to further
encumber Airport Shared Revenues in the manner specified in the definition of such term in
Exhibit A to this Ordinance, the City reserves the right to encumber the Pledged Revenues and
the 334 Revenues in any manner, provided that said encumbrance is made junior and subordinate
in all respects to the liens, pledges, covenants and agreements of this Ordinance and any
ordinance authorizing the issuance of Outstanding Venue Project Bonds.
Section 27. ORDINANCE TO CONSTITUTE A CONTRACT; EQUAL SECURITY.
(a) That in consideration of the acceptance of the Series 2023A Bonds, the issuance of which is
authorized hereunder, by those who shall hold the same from time to time, this Ordinance shall
be deemed to be and shall constitute a contract between the City and the Holders from time to
time of the Series 2023A Bonds. Except as expressly provided in or permitted by this
Ordinance including, without limitation, as provided in Section 8(b) hereof, the pledge made in
this Ordinance by the City and the covenants and agreements set forth in this Ordinance to be
performed by the City are authorized under and entered into in accordance with applicable law
and shall be for the equal and proportionate benefit, security, and protection of all Holders,
without preference, priority, or distinction as to security or otherwise of any of the Series 2023A
Bonds authorized hereunder over any of the others by reason of time of issuance, sale, or
maturity thereof or otherwise for any cause whatsoever. The City agrees to take such reasonable
steps as may be necessary to assess, charge and collect the 334 Revenues and the Available City
Hotel Tax Revenues, and to collect the Airport Shared Revenues and the State PFZ Funds, and
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covenants not to take action that would impair or prohibit imposition, collection, and use of any
such source.
(b) Other than the liens created in the Series 2017 Bond Ordinances and the
Concurrent Ordinance, and the liens identified and reserved to the City in the definition of
Airport Shared Revenues included in Exhibit A to this Ordinance, no liens on the Pledged
Revenues and the 334 Revenues exist other than those created tinder this Ordinance.
(c) The Series 2023A Bonds shall not constitute a debt or obligation of the Issuer, or
of the State or any other political subdivision of the State, and neither the Issuer, the State, nor
any other political subdivision of the State shall be liable thereon. In no event shall the Series
2023A Bonds be payable out of any funds or properties other than the Pledged Revenues, and
334 Revenues to the extent provided in this Ordinance, and the Series 2023A Bonds shall not
constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or
restriction. The owners of the Series 2023A Bonds shall never have the right to demand
payment out of funds raised or to be raised by ad valorem taxation, or from any other source
other than specified in this Ordinance. No security interest in the Venue Project has been
granted as security for the Series 2023A Bonds.
Section 28. SEVERABILITY OF INVALID PROVISIONS. That if any one or more of
the covenants, agreements, or provisions herein contained shall be held contrary to any express
provisions of law or contrary to the policy of express law, though not expressly prohibited, or
against public policy, or shall for any reason whatsoever be held invalid, then such covenants,
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 Series 2023A Bonds issued hereunder.
Section 29. PAYMENT AND PERFORMANCE ON BUSINESS DAYS. That, except
as provided to the contrary in the FORM OF BOND, whenever under the terms of this Ordinance
or the Series 2023A Bonds, the performance date of any provision hereof or thereof, including
the payment of principal of or interest on the Series 2023A Bonds, shall occur on a day other
than a Business Day, then the perfonnance thereof, including the payment of principal of and
interest on the Series 2023A Bonds, need not be made on such day but may be performed or
paid, as the case may be, on the next succeeding Business Day with the same force and effect as
if made on the date of performance or payment.
Section 30. LIMITATION OF BENEFITS WITH RESPECT TO THE ORDINANCE.
That with the exception of the rights or benefits herein expressly conferred, nothing expressed or
contained herein or implied from the provisions of this Ordinance or the Series 2023A Bonds is
intended or should be construed to confer upon or give to any person other than the City, 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 Ordinance or any covenant, condition, stipulation, promise,
agreement, or provision herein contained. This Ordinance and all of the covenants, conditions,
stipulations, promises, agreements, and provisions hereof are intended to be and shall be for and
inure to the sole and exclusive benefit of the City, the Holders, and the Paying Agent/Registrar as
herein and therein provided.
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Section 31. FURTHER PROCEDURES. That the Mayor, the City Manager, any
Assistant City Manager, the Chief Financial Officer/Director of Financial Management Services
of the City, the City Secretary or any Assistant City Secretary, and all other officers, employees,
and agents of the City, and each of them, shall be and they are hereby 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 City all such instruments, whether herein mentioned, as may be necessary or
desirable in order to carry out the terms and provisions of this Ordinance and the Series 2023A
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 City Council authorizes
the payment of the fee of the Office of the Attorney General of the State of Texas for the
examination of the proceedings relating to the issuance of the Series 2023A Bonds, in the
amount determined in accordance with the provisions of Section 1202.004, Texas Government
Code.
Section 32. APPROVAL AND REGISTRATION OF SERIES 2023A BONDS. That
the City Manager of the City is hereby authorized to have control of the Series 2023A Bonds and
all necessary records and proceedings pertaining to the Series 2023A Bonds pending their
delivery and their investigation, examination and approval by the Attorney General of the State
of Texas, and their registration by the Comptroller of Public Accounts. Upon registration of the
Series 2023A Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to
act for the Comptroller) shall execute the Comptroller's Registration Certificate accompanying
the Series 2023A 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 33. DTC REGISTRATION. That the Series 2023A Bonds initially shall be
issued and delivered in such manner that no physical distribution of the Series 2023A Bonds will
be made to the public, and DTC, initially will act as Depository for the Series 2023A Bonds.
DTC has represented that it is a limited purpose trust company incorporated under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency" registered under
Section 17A of the Securities Exchange Act of 1934, as amended, and the City accepts, but in no
way verifies, such representations. The Series 2023A Bonds initially authorized by this
Ordinance shall be delivered to and registered in the name of CEDE & CO., the nominee of
DTC. So long as each Series 2023A Bond is registered in the name of CEDE & CO., the Paying
Agent/Registrar shall treat and deal with DTC the same in all respects as if it were the actual and
Beneficial Owner thereof. It is expected that DTC will maintain a book-entry system which will
identify ownership of the Series 2023A Bonds in integral amounts of $5,000, with transfers of
ownership being effected on the records of DTC and its participants pursuant to rules and
regulations established by them, and that the Series 2023A Bonds initially deposited with DTC
shall be immobilized and not be further exchanged for substitute Series 2023A Bonds except as
hereinafter provided. The City is not responsible or liable for any functions of DTC, will not be
responsible for paying any fees or charges with respect to its services, will not be responsible or
liable for maintaining, supervising, or reviewing the records of DTC or its participants, or
protecting any interests or rights of the Beneficial Owners of the Series 2023A Bonds. It shall be
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the duty of the DTC Participants, as defined in the Official Statement herein approved, to make
all arrangements with DTC to establish this book-entry system, the Beneficial Ownership
Interest of the Series 2023A Bonds, and the method of paying the fees and charges of DTC. The
City does not represent nor covenant that the initial book-entry system established with DTC will
be maintained in the future. Notwithstanding the initial establishment of the foregoing book-
entry system with DTC, if for any reason any of the originally delivered Series 2023A Bonds is
duly filed with the Paying Agent/Registrar with proper request for transfer and substitution, as
provided for in this Ordinance, substitute Series 2023A Bonds will be duly delivered as provided
in this Ordinance, and there will be no assurance or representation that any book-entry system
will be maintained for such Series 2023A Bonds. To effect the establishment of the foregoing
book-entry system, the City has executed and filed with DTC the "Blanket DTC Letter of
Representations" in the form provided by DTC to evidence the City's intent to establish said
book-entry system.
Section 34. DEFAULT AND REMEDIES. (a) Events of Default. That each of the
following occurrences or events for the purpose of this Ordinance is hereby declared to be an
Event of Default:
(i) the failure to make payment of the principal of or interest on any Series 2023A
Bond when the same becomes due and payable; or
(ii) except as provided in Section 24(c)(iv) of this Ordinance, default in the
performance or observance of any other covenant, agreement or obligation of the City,
the failure to perform which materially, adversely affects the rights of the Registered
Owners of the Series 2023A Bonds, including, but not limited to, their prospect or ability
to be repaid in accordance with this Ordinance, and the continuation thereof for a period
of sixty (60) days after notice of such default is given by any Registered Owner to the
City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
Registered Owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the Registered Owners under this Ordinance, by mandamus or other suit,
action or special proceeding in equity or at law, in any court of competent jurisdiction,
for any relief permitted by law, including the specific performance of any covenant or
agreement contained herein, or thereby to 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 Series 2023A Bonds then Outstanding.
(c) Remedies Not Exclusive.
30
(i) No remedy herein conferred or reserved is intended to be exclusive of any
other available remedy or remedies, but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or under the Series 2023A
Bonds or now or hereafter existing at law or in equity; provided, however, that
notwithstanding any other provision of this Ordinance, the right to accelerate the debt
evidenced by the Series 2023A Bonds shall not be available as a remedy under this
Ordinance.
(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 Series 2023A Bond authorized under this
Ordinance, such Registered Owner agrees that the certifications required to effectuate any
covenants or representations contained in this Ordinance do not and shall never constitute
or give rise to a personal or pecuniary liability or charge against the officers, employees
or members of the City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the Registered Owners
with any liability, or be held personally liable to the Registered Owners under any term or
provision of the Series 2023A Bonds or this Ordinance, or because of any Event of
Default or alleged Event of Default under this Ordinance.
Section 35. DEFEASANCE. (a) Defeased Bonds. That any Series 2023A Bond and the
interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased
Bond") within the meaning of this Ordinance, when payment of the principal of such Series
2023A 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 Issuer with the Paying Agent/Registrar for
the payment of its services until all Defeased Bonds shall have become due and payable. At such
time as a Series 2023A Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid,
such Series 2023A Bond and the interest thereon shall no longer be secured by,payable from, or
entitled to the benefits of, the Pledged Revenues or the 334 Revenues herein pledged as provided
in this Ordinance, and such principal and interest shall be payable solely from such money or
Defeasance Securities. Notwithstanding any other provision of this Ordinance to the contrary, it
is hereby provided that any determination not to redeem Defeased Bonds that is made in
conjunction with the payment arrangements specified in subsection 35(a)(i) or (ii) shall not be
irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the
Issuer expressly reserves the right to call the Defeased Bonds for redemption; (2) gives notice of
31
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 Issuer be invested in Defeasance Securities,
maturing in the amounts and times as hereinbefore set forth, and all income from such
Defeasance Securities received by the Paying Agent/Registrar that is not required for the
payment of the Series 2023A Bonds and interest thereon, with respect to which such money has
been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the
Issuer. Any Future Escrow Agreement pursuant to which the money and/or Defeasance
Securities are held for the payment of Defeased Bonds may contain provisions permitting the
investment or reinvestment of such moneys in Defeasance Securities or the substitution of other
Defeasance Securities upon the satisfaction of the requirements specified in subsection 35(a)(i)
or (ii). All income from such Defeasance Securities received by the Paying Agent/Registrar
which is not required for the payment of the Defeased Bonds, with respect to which such money
has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the
Issuer.
(c) Selection of Defeased Bonds. In the event that the Issuer elects to defease less
than all of the principal amount of Series 2023A Bonds of a maturity, the Paying Agent/Registrar
shall select, or cause to be selected, such amount of Series 2023A Bonds by such random method
as it deems fair and appropriate and when the Series 2023A Bonds are held in book-entry form,
in accordance with the applicable procedures of the Depository.
(d) Continuing Dutyof 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
Issuer shall make proper arrangements to provide and pay for such services as required by this
Ordinance.
Section 36. FINDINGS. That the City Council finds that the Series 2023A Adjacent
Support Facilities Project is an adjacent support facility to the multi-purpose arena approved at
the Election and described in the definition of Venue Project included in Exhibit A to this
Ordinance. This Ordinance supersedes the ordinance adopted by the City Council on September
26, 2023,regarding the sale of the Series 2023A Bonds.
Section 37. USE OF SERIES 2023A BOND PROCEEDS. That the proceeds from the
sale of the Series 2023A Bonds shall be used in the manner described in a letter of instructions
executed by or on behalf of the City,provided, that proceeds representing premium on the Series
2023A Bonds shall be used in a manner consistent with the provisions of Section 1201.042(d),
Texas Government Code.
Section 38. IMMEDIATE EFFECT. That this Ordinance shall be effective
immediately from and after its passage in accordance with the provisions of Section 1201.028,
Texas Government Code, and it is accordingly so ordained.
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ADOPTED AND EFFECTIVE October 17, 2023.
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Mayor
City of Fort Worth, Texas
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City Attorney
Signature Page—Ordinance Authorizing Issuance of Series 2023A
Special Tax Revenue Bonds
34
EXHIBIT A
DEFINITIONS
Defined terms in this Ordinance shall include in the singular number the plural and in the
plural number the singular.
Unless otherwise stated, any reference in this Ordinance to any Person shall include its
pennitted 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
this Ordinance.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms.
The words "include", "includes" and "including" shall not be limiting, and shall be
deemed in all instances to be followed by the 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 tern in its original document shall not amend or delete such defined
term as used herein.
"334 Revenues" means, collectively: (i) an admissions tax on each ticket sold as
admission to an event held at the Venue Project, at a rate of ten percent (10%) of the price of the
ticket; (ii) a livestock facility use tax on each stall or pen used or occupied during a livestock
event held on one or more consecutive days in which the Venue Project is used, at a rate of$1.00
per stall/pen per day but not to exceed twenty dollars ($20.00) in the aggregate per stall or pen
rental for any event; and (iii) a parking tax at a rate of 50% of the amount paid for each motor
vehicle parking in a parking facility that serves or will serve the Venue Project, but not to exceed
five dollars ($5.00)per day, all of which taxes shall be collected for events held beginning on the
date as of which the multipurpose arena in the Venue Project is issued a certificate of occupancy
and continuing so long as obligations, including revenue or refunding obligations, for the
planning, acquisition, establishment, development, construction, or renovation of the Venue
Project are outstanding and unpaid.
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"334 Revenues Account" means the Account of such name in the Venue Project Fund
described in Section 10 of this Ordinance.
"Account" or "Accounts" means any one or more of the accounts from time to time
created in any of the Funds as described by this Ordinance.
"Additional Bonds" means any bonds or other obligations issued by the Issuer as
pennitted by, and in accordance with the provisions of, this Ordinance for the purposes set forth
in Section 25 of this Ordinance.
"Adjacent Support Facilities Project" means the development, design, construction and
equipping of facilities in the Will Rogers Memorial Center, including, without limitation, the
construction, modification, renovation and improvement of Cattle Barns and other event
buildings and facilities; related infrastructure improvements and utilities, heating, ventilation and
air-conditioning systems including chillers, boilers and control systems; security systems;
landscaping; communications systems; lighting improvements; the purchase of furnishings,
fixtures, equipment and systems related thereto; public art enhancements; and audio-visual
improvements, including, without limitation, sound and lighting systems, video board systems
and related infrastructure to the Will Rogers Memorial Center. The Series 2023A Adjacent
Support Facilities Project is an Adjacent Support Facilities Project.
"Airport Shared Revenues" means the revenues derived from agreements and other
revenue-sharing arrangements governed by Subchapter D of Chapter 22, Texas Transportation
Code, with respect to certain revenues generated at D/FW International Airport, and made
available by the City to finance as described in the Series 2017 Bond Ordinances and this
Ordinance, the Venue Project after payment of any obligations (other than Outstanding Venue
Project Bonds) issued or incurred by the City after the date of the Series 2017 Bond Ordinances
secured by a lien on and pledge of the Airport Shared Revenues.
"Authorized Denominations" means $5,000 in principal amount and any integral
multiple thereof.
"Authorized Issuer Representative" shall have the meaning given such term in the
preamble to this Ordinance.
"Available City Hotel Tax Revenues" means an amount equal to 100% of the City
Hotel Tax Revenues collected by the City at the end of each calendar month.
"Bankruptcy Code" means Title 11 of the United States Code.
"Beneficial Owner" means, with respect to the Series 2023A Bonds, a person owning a
Beneficial Ownership Interest therein, as evidenced to the satisfaction of the City and the Paying
Agent/Registrar.
"Beneficial Ownership Interest" means the beneficial right to receive payments and
notices with respect to the Series 2023A Bonds which are held by the Depository under a book-
entry system.
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"Bond Counsel" or "Co-Bond Counsel" means McCall, Parkhurst & Horton L.L.P.,
Kelly Hart & Hallman LLP, or another firm or firms of attorneys selected by the Issuer whose
experience in matters relating to the issuance of obligations by states and their political
subdivisions is nationally recognized.
"Bondholder" or "Holder" or "Registered Owner" means the Person in whose name
any of the Series 2023A Bonds are registered on the books kept and maintained by the Paying
Agent/Registrar as bond registrar.
"Bond Purchase Agreement" means the agreement between the Issuer and the
Underwriters, pursuant to which the Series 2023A Bonds are to be sold and delivered and under
which certain terms and provisions applicable to the Series 2023A Bonds are formally
memorialized.
"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.
"Chapter 9" means Chapter 9, Texas Business and Commerce Code, as amended.
"Chapter 334" or "Act" means Chapter 334, Texas Local Government Code, as
amended.
"Chapter 1206" means Chapter 1206, Texas Government Code, as amended.
"Chapter 1371" means Chapter 1371; Texas Government Code, as amended.
"Chapter 2256" means Chapter 2256, Texas Goverrunent Code, as amended.
"City" or "Issuer" means the City of Fort Worth, Texas, a political subdivision and
home-rule municipality of the State of Texas.
"City Council" means the governing body of the City.
"City Hotel Tax Revenues" means the revenues to be made available from the City 2%
Hotel Occupancy Tax Revenues and the City 7% Hotel Occupancy Tax Revenues.
"City 2% Hotel Occupancy Tax Revenues" means those revenues derived throughout
the City from the application of a hotel-associated local tax at a rate of not more than two percent
of the cost of a room and made available by the City to finance, as described in the Series 2017
Bond Ordinances and this Ordinance, the Venue Project, in accordance with Section 351.1065,
Texas Tax Code, after payment of any contractual obligations of the City in effect prior to July
12, 2017, which are payable from the City 2% Hotel Occupancy Tax Revenues, save and except
general funding obligations of the City under the "Professional Services Agreement between the
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City of Fort Worth and the Fort Worth Convention and Visitors Bureau effective on October 1,
2013".
"City 7% Hotel Occupancy Tax Revenues" means those revenues derived throughout
the City from the application of a hotel-associated local tax at a rate of seven percent of the cost
of a room and made available by the City to finance, as described in the Series 2017 Bond
Ordinances and this Ordinance, the Venue Project, in accordance with Sections 351.1015(c) and
351.102, Texas Tax Code, after payment of any contractual obligations of the City in effect prior
to July 12, 2017,which are payable from the City 7% Hotel Occupancy Tax Revenues.
"Closing Date" means the date on which the Series 2023A Bonds are initially issued and
delivered to the Underwriters.
"Code" means the Internal Revenue Code of 1986, as amended.
"Comptroller" or "Comptroller of Public Accounts" means the Comptroller of Public
Accounts of the State of Texas.
"Concurrent Ordinance" means the ordinance authorizing the issuance of the Series
2023B Bonds.
"Credit Facility" means (i) a policy of insurance or a surety bond, issued by an issuer of
policies of insurance insuring the timely payment of debt service on govermnental 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 Venue Project Bonds of any Series rated such
Outstanding Venue Project 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 Venue Project Bonds of any Series rated such
Bonds in its two highest generic rating categories if the letter or line of credit proposed to be
issued by such financial institution secured the timely payment of the entire principal amount of
such Outstanding Venue Project 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 Outstanding Venue Project 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 the Series 2017 Ordinances and in Section 15 of this Ordinance and Section 15 of
the Concurrent Ordinance.
"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.
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"Debt Service Reserve Account" means the Account or Accounts held within the Debt
Service Fund in which cash and any Reserve Fund Credit Facilities are held to provide additional
security for the benefit of Holders of the Outstanding Venue Project Bonds. This term includes
the Tax-Exempt Bonds Debt Service Reserve Account and the Taxable Bonds Debt Service
Reserve Account.
"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 fine 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
ownership of book entry interests in the Series 2023A Bonds, and to effect transfers of book
entry interests in the Series 2023A 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 Series 2023A Bonds are effected. As of the date
this Ordinance was approved by the City Council, the Dallas, Texas office of the Paying
Agent/Registrar is the Designated Trust Office.
"DTC" means The Depository Trust Company, New York,New York.
"Election" means the election conducted by the Issuer on November 4, 2014, which
authorized and approved (i) the Venue Project as a venue project under Chapter 334 and (ii) the
imposition and collection of the taxes which comprise the 334 Revenues.
"Financial Advisor" or "Co-Financial Advisor" means PFM Financial Advisors, LLC,
Tijerina Galvan Lawrence, LLC., or another financial advisory firm or firms selected by the
Issuer.
"Fund" or "Funds" means any of the Funds established by or described in this
Ordinance.
"Initial Series 2017A Principal Funding Date" means March 15, 2020.
"Initial Series 2017B Principal Funding Date" means July 15, 2017.
"Initial Series 2023A Principal Funding Date" means the date certified to on or before
the Closing Date by an Authorized Issuer Representative as the Initial Series 2023A Principal
Funding Date.
"Initial Series 2023B Principal Funding Date" means the date certified to on or before
the initial date of delivery of the Series 2023B Bonds by an Authorized Issuer Representative as
the Initial Series 2023B Principal Funding Date.
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"Interest Payment Date" or "Interest Payment Dates" means, with respect to the Series
2017 Bonds, March 1 and September 1 of each Year, commencing March 1, 2018, with respect
to the Series 2023 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 Series 2023A Bonds and the development and execution of this Ordinance and
related documents, which items of expense may include, without limitation: travel expenses;
printing costs; costs of reproducing documents; computer fees and expenses; filing and recording
fees; initial fees and charges of the Paying Agent/Registrar; fees and expenses of any consultants
retained by the Issuer in connection with the issuance of the Series 2023A Bonds including but
not limited to the fees and expenses of the Issuer's Co-Financial Advisors, Co-Bond Counsel,
and any special legal counsel; legal fees and expenses and fees and expenses of other
professionals and consultants related to drafting and negotiating all documents relating to the
issuance of the Series 2023A Bonds; costs of credit ratings; and any other administrative or other
costs of issuing the Series 2023A Bonds, investing the Series 2023A Bond proceeds or
negotiating and delivering the documents relating to the issuance of the Series 2023A Bonds.
"Leal Requirements" means all laws, statutes, acts (including, without limitation,
Chapter 552, Texas Government Code, the Texas Public Information Act, as applicable),
ordinances, rules, regulations, permits, licenses, authorizations, directives, orders and
requirements of all governments, quasi-govermnental or regulatory authorities, that now or
hereafter may be applicable to, as applicable, (i) the Venue Project and the construction,
maintenance and operation thereof, including those relating to employees, zoning, building,
health, safety and environmental matters, and accessibility of public facilities, and/or (ii) the
Issuer.
"Moody's" means Moody's Investors Service, Inc., and its successors and assigns.
"MSRB" means the Municipal Securities Rulemaking Board, and its successors and
assigns.
"Ordinance" means this ordinance authorizing the issuance of the Series 2023A Bonds.
"Outstanding" means, as of the date of determination, all Series 2023A Bonds issued
and delivered under this Ordinance except: (i) Series 2023A Bonds cancelled by the Paying
Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (ii) Series 2023A
Bonds which matured and been paid in full or have been defeased in accordance with the
provisions of Section 35 of this Ordinance; (iii) Series 2023A Bonds in exchange for or in lieu of
which other Series 2023A Bonds have been registered and delivered pursuant to this Ordinance;
and (iv) Series 2023A Bonds alleged to have been mutilated, destroyed, lost, or stolen which
have been paid as provided in this Ordinance.
"Outstanding Venue Proiect Bonds" means the Series 2017 Bonds, the Series 2023
Bonds and any Refunding Bonds and Additional Bonds that may be issued in the future and
secured in the manner described in Section 8 of this Ordinance.
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"Participant" means any direct or indirect participant in the DTC book-entry-only
system.
"Paving Agent/Registrar" means, with respect to the Series 2023A Bonds, BOKF, NA,
and the successor or successors appointed pursuant to and meeting the requirements of Section
5(d) of this Ordinance.
"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 Revenues" means the Airport Shared Revenues, the Available City Hotel Tax
Revenues, the State PFZ Funds, any investment earnings thereon, and any other revenues, other
than ad valorem taxes, that the City after the Closing Date designates as a Pledged Revenue
under this Ordinance.
"Principal Payment Date" or "Principal Payment Dates" means, with respect to the
Series 2017B Bonds, March 1 of each Year, commencing March 1, 2018, with respect to the
Series 2017A Bonds, March 1 of each Year, commencing March 1, 2021, with respect to the
Series 2023 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, by way of maturity or
Sinking Fund Installment, but not a date principal is paid due to an optional redemption.
"Rating Agency" means one or more nationally recognized credit rating agency then
maintaining a rating on the Outstanding Venue Project Bonds at the request of the Issuer.
"Rebate Fund" means the Fund of such name created and further described in Section 20
of this Ordinance.
"Record Date" means the close of business on the fifteenth (15th) day of the month
immediately preceding any Debt Service Payment Date.
"Redemption Date" means the date upon which any Series 2023A Bonds are to be
redeemed prior to their respective fixed maturities pursuant to any optional or mandatory
redemption provision of this Ordinance.
"Redemption Price" means, with respect to any Series 2023A Bond, the amount,
including any applicable premium, payable upon the optional or mandatory redemption thereof,
as provided in this Ordinance.
"Refunding Bonds" means any bonds or other obligations issued by the Issuer as
permitted by, and in accordance with the provisions of, this Ordinance for the purpose of
refunding any Outstanding Venue Project Bonds.
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"Register" or "Registration Books" means the bond registration books maintained by
the Paying Agent/Registrar.
"Registered Owner" means with respect to any Series 2023A Bond the initial purchaser
or the registered assignee or assignees thereof or any portion thereof.
"Reserve Fund Credit Facility" means a Credit Facility which(i) may not be terminated
by the provider of such Credit Facility prior to the final maturity date of the Series of
Outstanding Venue Project Bonds in connection with which such Credit Facility was issued, and
(ii) may be drawn upon demand by the Issuer or the Paying Agent/Registrar to provide funds to
pay Debt Service on such Outstanding Venue Project Bonds in the event moneys on deposit in
the Debt Service Fund are insufficient to make such payment.
"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.
"Series" means any series of Outstanding Venue Project Bonds issued under this
Ordinance, the Concurrent Ordinance, the Series 2017 Bond Ordinances, or an ordinance
authorizing the issuance of Additional Bonds.
"Series 2017 Bond Ordinances" means, collectively, the Series 2017A Bond Ordinance
and the Series 2017B Bond Ordinance.
"Series 2017 Bonds" means, collectively, the Series 2017A Bonds and the Series 2017B
Bonds.
"Series 2017A Bond Ordinance" means the ordinance authorizing the issuance of the
Series 2017A Bonds.
"Series 2017A Bonds" means the City of Fort Worth, Texas Special Tax Revenue
Bonds, Series 2017A, initially issued and delivered in the aggregate principal amount of
$86,170,000.
"Series 2017B Bond Ordinance" means the ordinance authorizing the issuance of the
Series 2017B Bonds.
"Series 2017B Bonds" means the City of Fort Worth, Texas Special Tax Revenue Bonds,
Taxable Series 2017B, initially issued and delivered in the aggregate principal amount of
$140,710,000.
"Series 2023 Bonds" means, collectively, the Series 2023A Bonds and the Series 2023B
Bonds.
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"Series 2023A Adjacent Support Facilities Project" means, as part of the Venue
Project, capital replacement of mechanical, electrical, and plumbing systems across the WRMC
complex, as well as investments in furniture, fixtures, and equipment.
"Series 2023A Adjacent Support Facilities Proiect Account" means the Account of
such name within the Venue Capital Project Fund created pursuant to Section 14 of this
Ordinance.
"Series 2023A Bond Proceeds Account" means the Account of such name in the Venue
Project Fund described in Section 10 of this Ordinance.
"Series 2023A Bonds" means the City of Fort Worth, Texas Special Tax Revenue
Bonds, Series 2023A, initially issued and delivered in accordance with the terms of this
Ordinance and the Bond Purchase Agreement pursuant to which the Series 2023A Bonds are
sold.
"Series 2023A Costs of Issuance Account" means the Account of such name in the
Venue Capital Project Fund described in Section 14 of this Ordinance.
"Series 2023B Adjacent Support Facilities Proiect" means, as part of the Venue
Project, rebuilding the Sheep and Swine Barn at WRMC, as well as investments in furniture,
fixtures, and equipment.
"Series 2023B Adjacent Support Facilities Proiect Account" means the Account by
that name within the Venue Capital Project Fund created pursuant to Section 14 of the
Concurrent Ordinance.
"Series 2023B Bond Proceeds Account" means the Account of such name in the Venue
Project Fund described in the Concurrent Ordinance.
"Series 2023B Bonds"means the City of Fort Worth, Texas Special Tax Revenue Bonds,
Taxable Series 2023B, initially issued and delivered in accordance with the terns of the
Concurrent Ordinance and the Bond Purchase Agreement pursuant to which the Series 2023B
Bonds are sold.
"Series 2023B Costs of Issuance Account" means the Account of such name in the
Venue Capital Project Fund described in the Concurrent Ordinance.
"Sinking Fund Installment" means, as of any particular date of calculation and with
respect to the Series 2023A Bonds, the amount of money to be applied as the Redemption Price
of Series 2023A Bonds subject to mandatory sinking fund redemption prior to maturity pursuant
to this Ordinance, as such Sinking Fund Installment shall have been previously reduced by the
principal amount of such Series 2023A Bonds which, prior to the date the notice of such
mandatory sinking fund redemption is sent, (i) shall have been acquired by the Issuer and
delivered to the Paying Agent/Registrar for cancellation, (ii) shall have been purchased and
canceled by the Paying Agent/Registrar at the request of the Issuer, or (iii) shall have been
A-9
redeemed pursuant to any optional redemption described in Section 4 of this Ordinance and not
theretofore credited against a mandatory redemption requirement.
"Sinking Fund Installment Date" means any date on which a Sinking Fund Installment
shall be due and payable pursuant to this Ordinance.
"State" means the State of Texas.
"State PFZ Funds" means the incremental hotel-associated state hotel occupancy tax
and state sales and use tax revenue from the Zone and made available by the City to finance, as
described in the Series 2017 Bond Ordinances and this Ordinance, the Venue Project, in
accordance with Section 351.1015, Texas Tax Code.
"Subaccount" or "Subaccounts" means any one or more of the subaccounts from time to
time created in any of the Accounts described by this Ordinance.
"Tax-Exempt Bonds" means the Series 2017A Bonds, the Series 2023A Bonds and any
Additional Bonds issued as obligations, the interest on which is excluded from gross income
under the Code and the Treasury Regulations.
"Tax-Exempt Bonds Debt Service Account" means the Account of such name in the
Debt Service Fund described in Section 15 of this Ordinance.
"Tax-Exempt Bonds Debt Service Reserve Account" means the Account of such name
in the Debt Service Fund described in Section 15 of this Ordinance.
"Taxable Bonds" means the Series 2017B Bonds, the Series 2023B Bonds and any
Additional Bonds issued as obligations, the interest on which is included in gross income under
the Code and the Treasury Regulations.
"Taxable Bonds Debt Service Account" means the Account of such name in the Debt
Service Fund described in Section 15 of this Ordinance.
"Taxable Bonds Debt Service Reserve Account" means the Account of such name in
the Debt Service Fund described in Section 15 of this Ordinance.
"Treasury Regulations" means all applicable temporary, proposed and final regulations
and procedures promulgated under the Code or promulgated under the Internal Revenue Code of
1954, to the extent applicable to the Code.
"Underwriters" means the investment banking firms who agree to purchase the Series
2023A Bonds from the Issuer in accordance with the terms of the Bond Purchase Agreement.
Jefferies LLC is the representative of the Underwriters.
"Venue Capital Project Fund" means the Fund of such name described in Section 14 of
the Ordinance.
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"Venue Project" means the multipurpose arena and adjacent support facilities, and any
related infrastructure as designated by the City Council by adoption of Resolution 4327-07-2014
and confirmed at the Election.
"Venue Project Fund" means the Fund of such name created by the City pursuant to the
Act.
"WRMC" means the Will Rogers Memorial Center complex located in the general
vicinity of Harley Avenue and Gendy Street in the City.
"Year" or "Fiscal Year" means the fiscal year of the City, being the twelve (12) full
calendar months, which commence on October 1 of a calendar year and ends on September 30 of
the succeeding calendar year.
"Zone" means Project Financing Zone Number 1, City of Fort Worth, Texas, established
by the City Council on October 23, 2013.
A-11
EXHIBIT B
FORM OF BOND:
This FORM OF BOND may be revised as provided in Section 3(b) of the
Ordinance to conform to the terms of the sale of the Series 2023A Bonds.
FORM OF SERIES 2023A BOND
EXCEPT AS OTHERWISE PROVIDED IN THE HEREINAFTER DEFINED ORDINANCE,
THIS GLOBAL BOOK-ENTRY BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN
PART, ONLY TO ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY (THE
"DEPOSITORY") OR TO A SUCCESSOR DEPOSITORY OR TO A NOMINEE OF A
SUCCESSOR DEPOSITORY. THE ISSUER AND THE PAYING AGENT/REGISTRAR HAVE
NO RESPONSIBILITY OR OBLIGATION TO ANY NOMINEE OF THE DEPOSITORY OR TO
ANY NOMINEE OF A SUCCESSOR DEPOSITORY.
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF FORT WORTH, TEXAS
SPECIAL TAX REVENUE BOND, SERIES 2023A
No.R-_ $
MATURITY DATE INTEREST RATE DATE OF DELIVERY CUSIP NO.
March 1, 20_ % November 28,2023
Registered Owner:
Principal Amount:
THE CITY OF FORT WORTH, TEXAS (the "Issuer"), a political subdivision and a home-rule
municipality created and existing under the laws of the State of Texas, for value received, hereby
promises to pay to the Registered Owner 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 I 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 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.
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GENERAL AND SECURITY PROVISIONS
THIS BOND IS ONE OF D UL YA UTHORIZED SERIES OF BONDS known as the City of
Fort Worth, Texas Special Tax Revenue Bonds,Series 2023A (the "Series 2023A Bonds"), issued in the
aggregate principal amount of $29,085,000, dated November 28, 2023, under and pursuant to (i) the
Constitution and laws of the State of Texas including, but not limited to, Chapter 334, Texas Local
Government Code, as amended, and Chapter 1371, Texas Government Code, as amended, and (ii) an
ordinance duly adopted by the City Council on October 17, 2023 (the "Ordinance"). 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 Ordinance. Each Registered Owner and Beneficial Owner(as defined below)
assents,by its acceptance hereof,to all of the provisions of the Ordinance.
THE PRINCIPAL OF, PREMIUM (IF ANY) 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 Ordinance upon presentation and surrender of this Bond (except as
provided below) at the designated corporate trust office of the Paying Agent/Registrar (which is currently
located in Dallas, Texas). Payment of interest on the Series 2023A 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 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 Series 2023A 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 naive 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 tiled with the Paying Agent/Registrar by the Depository.
NEITHER THE STATE OF TEXAS, THE ISSUER, nor any other political corporation,
subdivision, or agency of the State of Texas, either individually or collectively, is obligated to cause
this Bond to be payable from funds raised or to be raised by ad valorem taxation; and neither the
faith and credit, nor the taxing power, of the State of Texas, the Issuer or any other political
corporation, subdivision, or agency of the State of Texas,is pledged to the payment of the principal
of,premium (if any) or the interest on this Bond.No security interest in the Venue Project has been
granted as security for the payment of this Bond.
PROCEEDS OF THE SERIES 2023A BONDS shall be used for the purpose of(i) financing the
costs required to design, develop, construct, equip, furnish and open a venue project, including adjacent
support facilities to be owned by the Issuer that is located on land owned by the Issuer and to be financed
in part with proceeds of the Series 2023A Bonds (defined in the Ordinance as the "Series 2023A Adjacent
Support Facilities Project"), including payment of all engineering, architectural and other professional
fees related to the design, development and constriction of the Series 2023A Adjacent Support Facilities
Project, and(iI)paying Issuance Costs.
THE SERIES 2023A BONDS ARE SPECIAL OBLIGATIONS OF THE ISSUER issued under
the Ordinance, and, together with the Series 2017 Bonds and the Series 2023B Bonds (each as defined in
the Ordinance), are secured equally and ratably by a first and prior lien on the Pledged Revenues. In
addition, the Series 2023A Bonds are secured by a first and prior lien on the 334 Revenues, in the manner
and to the extent provided in the Ordinance. The Series 2023A Bonds are an obligation of the Issuer only
to the extent of the Pledged Revenues, and the 334 Revenues to the extent provided in the Ordinance.
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THE ORDINANCE PERMITS CERTAIN AMENDMENTS OR SUPPLEMENTS to the
Ordinance without the consent of, but with notice to, the Registered Owners. The Ordinance provides
that certain amendments or supplements to the Ordinance may be made with the consent of the Registered
Owners of at least a majority in aggregate principal amount of the Series 2023A Bonds outstanding.
THE SERIES 2023A BONDS ARE ISSUABLE only in the form of fully registered bonds,
without coupons, in denominations of $5,000 or any integral multiple thereof (an "Authorized
Denomination"). Subject to the conditions provided in the Ordinance,the Registered Owner of this Bond
may, at the option of the Registered Owner, and upon payment by the Registered Owner of any charges
which the Registrar or the Issuer may make as provided in the Ordinance, be exchanged for an equal
aggregate principal amount of Series 2023A Bonds of the same maturity and in any Authorized
Denomination. This Bond is transferable as provided in the Ordinance 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 Series
2023A Bond or Series 2023A Bonds of the same aggregate principal amount and Maturity Date as this
surrendered Series 2023A Bond.
DEPOSITORY PROVISIONS
IN ADDITION TO THE WORDS AND TERMS DEFINED elsewhere in this Bond, the
following terns shall have the following meanings:
"Beneficial Owner" means,with respect to the Series 2023A 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 Series 2023A Bonds which are held by the Depository under a book-entry system.
"Book-ent73,form" or "book-entr3,system"means, with respect to the Series 2023A 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 frilly 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 Issuer 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
Series 2023A Bonds.
"Depositoq" 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 Series 2023A Bonds,and to effect transfers of book entry interests in the Series
2023A Bonds,and includes and means initially The Depository Trust Company,New York,New York.
THE SERIES 2023A 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 Series 2023A 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 Series 2023A Bonds; and (iii)
the Series 2023A Bonds shall not be transferable or exchangeable, except for transfer to another
Depository or another nominee of a Depository, without further action by the Issuer. The Beneficial
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Owners of Beneficial Ownership Interests in the Series 2023A Bonds shall not have any right to receive
Series 2023A Bonds in the form of physical certificates. If any Depository determines not to continue to
act as a Depository for the Series 2023A Bonds for use in a book-entry system, the Issuer will attempt to
have established a securities depository/book-entry system relationship with another qualified Depository
under the Ordinance. If the Issuer does not or is unable to do so, the Issuer and the Paying
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 Series 2023A 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 Series 2023A Bonds,
delivery or notation of partial redemption of Series 2023A Bonds shall be effected in accordance with the
procedures of such Depository then in effect.
REDEMPTION PROVISIONS
OPTIONAL REDEMPTION:
ON MARCH 1, 2034, OR ON ANY DATE THEREAFTER, the Series 2023A Bonds maturing
on and after March 1, 2033 may be redeemed prior to their scheduled maturities, at the option of the
Issuer, in whole or in part (provided that a portion of a Series 2023A Bond may be redeemed only in an
Authorized Denomination), with funds derived from any available and lawful source, at the Redemption
Price equal to the principal amount of Series 2023A Bonds called for redemption, plus accrued interest
thereon to the date fixed for redemption. The Issuer shall detennine the maturity or maturities, and the
principal amount of Series 2023A Bonds within each maturity, to be redeemed. if less than all Series
2023A Bonds of a maturity are to be redeemed, the particular Series 2023A Bonds to be redeemed shall
be selected by the Paying Agent/Registrar by lot or other random method, and when the Series 2023A
Bonds are held in book-entry form,in accordance with the applicable procedures of the Depository.
MANDATORY SINKING FUND REDEMPTION:
THE SERIES 2023A BONDS MATURING ON March 1 in each of the years 2043, 2048 and
2053 (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 amowit thereof phis accrued interest to the
date of redemption, on the dates and in the respective principal amounts shown below;
SERIES 2023A TERM BONDS SERIES 2023A TERM BONDS
MATURING ON MARCH 1,2043 MATURING ON MARCH 1,2048
REDEMPTION DATE REDEMPTION AMOUNT REDEMPTION DATE REDEMPTION AMOUNT
March 1, 2040 $ 950,000 March 1, 2044 $ 1,165,000
March 1,2041 1,000,000 March 1,2045 1,225,000
March 1,2042 1,055,000 March 1, 2046 1,285,000
March 1, 2043' 1,105,000 March 1,2047 1,350,000
March 1, 2048w 1,420,000
SERIES 2023A TERM BONDS
MATURING ON MARCH 1,2053
REDEMPTION DATE REDEMPTION AMOUNT
March 1, 2049 $ 1,495,000
March 1,2050 1,570,000
B-4
March 1, 2051 1,650,000
March 1,2052 1,735,000
March 1, 2053* 1,825,000
*Stated maturity.
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 Tenn
Bonds which, prior to the date the of notice of such mandatory redemption is sent, (i) shall have been
acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation, (ii) shall have been
purchased and canceled by the Paying Agent/Registrar at the request of the Issuer,or(iii)shall have been
redeemed pursuant to the optional redemption provisions described above and not theretofore credited
against a mandatory redemption requirement.
SELECTION OF SERIES 2023A BONDS TO BE REDEEMED:
IF LESS THAN ALL SERIES 2023A BONDS OF A SINGLE MATURITY are to be redeemed,
the Series 2023A Bonds to be redeemed within a maturity will be selected by lot or other random method
by the Paying Agent/Registrar in such a manner as the Paying Agent/Registrar may determine; provided,
however, that the portion of any Series 2023A Bond of a denomination greater than the minimum
Authorized Denomination shall be redeemed in part only in an Authorized Denomination and that, in
selecting portions of Series 2023A Bonds for redemption, the Paying Agent/Registrar shall treat each
Series 2023A Bond as representing that number of Series 2023A Bonds of the minimum Authorized
Denominations which is obtained by dividing the principal amount of such Series 2023A Bond to be
redeemed in part by the nvnimum Authorized Denomination for the Series 2023A Bonds.
NOTICE OF REDEMPTION:
IN THE EVENT ANY OF THE SERIES 2023A BONDS OR PORTIONS THEREOF(which
shall be in amounts equal to an Authorized Denomination) are called for redemption as aforesaid, notice
thereof identifying the Series 2023A 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 Series 2023A 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 Series 2023A 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 Series 2023A Bonds. All Series 2023A Bonds or portions
thereof so called for redemption shall cease to bear interest on the specified redemption date, provided
fluids 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 Ordinance and shall
not be deemed to be outstanding under the provisions of the Ordinance.
CONDITIONAL REDEMPTION:
WITH RESPECT TO any optional redemption of the Series 2023A Bonds, unless certain
prerequisites to such optional redemption required by the Ordinance have been met and money sufficient
to pay the principal of,premium,if any, and interest on the Series 2023A Bonds to be redeemed will have
been received by the Paying Agent/Registrar prior to giving such notice, such notice may state that the
optional redemption will, at the option of the Issuer, be conditional upon the satisfaction of such
prerequisites and receipt of such money by the Issuer on or prior to the date fixed for such redemption or
upon any prerequisite set forth in the notice of redemption. If a conditional notice of redemption is given
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and such prerequisites to the redemption are not satisfied, such notice will be of no force and effect, the
Issuer will not redeem such Series 2023A Bonds and the Paying Agent/Registrar will give notice in the
manner in which the notice of redemption was given, to the effect that such Series 2023A Bonds will not
be redeemed.
MISCELLANEOUS
IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all acts, conditions, and
things required to exist,happen, and be performed precedent to and in the issuance of this Bond do exist,
have happened, and have been performed in due time, form, and manner as required by law in order to
make this Bond a valid and legal special revenue obligation of the Issuer and that the issuance of the
Series 2023A Bonds, together with all other obligations of the Issuer, does not exceed or violate any
constitutional or statutory limitation applicable to the Issuer.
UNLESS EITHER A REGISTRATION CERTIFICATE of the Comptroller of Public Accounts
of the State of Texas hereon has been executed by such Comptroller or her duly authorized agent 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 Ordinance or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, CITY OF FORT WORTH, TEXAS has caused this Bond to be
executed by its Mayor by her manual or facsimile signature, has caused its official seal to be impressed or
reproduced hereon, has caused this Bond to be attested by its City Secretary by her manual or facsimile
signature, and has been approved as to form by the City Attorney.
CITY OF FORT WORTH,TEXAS
Mayor
Attest:
City Secretary
(SEAL)
Approved as to Form:
City Attorney
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)
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It is hereby certified that this Bond has been issued under the provisions of the proceedings
adopted by the Issuer as described in the text of this Bond; and that this Bond has been issued in exchange
for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was
approved by the Attorney General of the State of Texas and registered by the Comptroller of Public
Accounts of the State of Texas.
Dated BOKF,NA,
Paying Agent/Registrar
By
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)
B-7
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address,including zip code of Transferee)
the within Bond and all rights thereunder,and hereby
irrevocably constitutes and appoints
attorney to register the transfer of the within Bond on the books kept for registration thereof, with full
power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a NOTICE: The signature(s) above must correspond
member firm of the New York Stock Exchange or with the name of the Registered Owner as it appears
a commercial bank or trust company. upon the front of this Bond in every particular,
without alteration or enlargement or any change
whatsoever.
B-8
The Initial Bond shall be in the form set forth above except that the form of the single frilly registered
Initial Bond shall be modified as follows:
W immediately under the name of the bond the headings "Maturity Date", "Interest Rate",
"Delivery Date" and "CUSIP" shall be onutted; and
(ii) Paragraph one shall read as follows:
Registered Owner: Jefferies LLC
Principal Amount: Twenty-Nine Million Eighty-Five Thousand Dollars
Delivery Date: November 28,2023
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, TEXAS
(the "Issuer") 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:
Matuit Principal Amount($) Interest Rate(%)
2024 475,000 5.00
2025 450,000 5.00
2026 470,000 5.00
2027 495,000 5.00
2028 520,000 5.00
2029 550,000 5.00
2030 575,000 5.00
2031 605,000 5.00
2032 635,000 5.00
2033 670,000 5.00
2034 705,000 5.00
2035 740,000 5.00
2036 780,000 5.00
2037 820,000 5.00
2038 860,000 5.00
2039 905,000 5.25
2043 4,110,000 5.00
2048 6,445,000 5.00
2053 8,275,000 5.00
and to pay interest thereon from the delivery date specified above, on March 1, 2024, and semiannually
on each September I and March 1 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.
B-9
Exhibit C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 24 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or
under the headings of the Official Statement referred to)below:
Tables 1 through 9 contained in the Official Statement; and
"Excerpts from the Annual Financial Report", as set forth in Appendix B to the
Official Statement.
The City will provide the annual collection data related to 334 Revenues for each fiscal year
ending in and after 2023.
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
THE STATE OF TEXAS
COUNTIES OF TARRANT,DENTON, WISE,PARKER AND JOHNSON
CITY OF FORT WORTH
I, Jannette S. Goodall, City Secretary of the City of Fort Worth, in the State of Texas, do
hereby certify that I have compared the attached and foregoing excerpt from the minutes of the
regular, open, public meeting of the City Council of the City of Fort Worth, Texas held on
October 17, 2023, and of the ordinance authorizing the issuance of Special Tax Revenue Bonds,
Series 2023A, which was duly passed at said meeting, and that said copy is a true and correct
copy of said excerpt and the whole of said ordinance. Said meeting was open to the public, and
public notice of the time, place, and purpose of said meeting was given, all as required by
Chapter 551, Texas Government Code, as amended.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said City
of Fort Worth, this day of 023.
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