HomeMy WebLinkAboutOrdinance 26633-12-2023 Ordinance No. 26633-12-2023
AN ORDINANCE ADJUSTING ESTIMATED RECEIPTS AND
APPROPRIATIONS IN THE DFW REVENUE SHARING FUND,BY INCREASING
ESTIMATED RECEIPTS AND APPROPRIATIONS IN THE TRANSFER TO DEBT
SERVICE IN THE AMOUNT OF $1,529,262.00 AND DECREASING IN THE
CONTRIBUTIONS TO FUND BALANCE BY THE SAME AMOUNT;PROVIDING
FOR A SEVERABILITY CLAUSE; MAKING THIS ORDINANCE CUMULATIVE
OF PRIOR ORDINANCES; REPEALING ALL ORDINANCES IN CONFLICT
HEREWITH; AND PROVIDING AN EFFECTIVE DATE.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH,
TEXAS:
SECTION 1.
That in addition to those amounts allocated to the various City departments for Fiscal Year 2023-2024 in the
Budget of the City Manager, there shall also be adjusted estimated receipts and appropriations in the DFW
Revenue Sharing Fund, by increasing estimated receipts and appropriations in the transfer to debt service in
the amount of$1,529,262.00 and decreasing in the contributions to fund balance by the same amount.
SECTION 2.
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That should any portion,section or part of a section of this ordinance be declared invalid, inoperative or void
for any reason by a court of competent jurisdiction,such decision,opinion or judgment shall in no way impair
the remaining portions,sections, or parts of sections of this ordinance,which said remaining provisions shall
be and remain in full force and effect.
SECTION 3.
That this ordinance shall be cumulative of Ordinance 26453-09-2023 and all other ordinances and
appropriations amending the same except in those instances where the provisions of this ordinance are in
direct conflict with such other ordinances and appropriations,in which instance said conflicting provisions of
said prior ordinances and appropriations are hereby expressly repealed.
SECTION 4.
This ordinance shall take effect upon adoption.
APPROVED AS TO FORM AND LEGALITY: CITY SECRETARY
Jannette S. Goodall
Assistant City Attorney City Secretary ddvn�ti�
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ADOPTED AND EFFECTIVE: December 12,2023 4,4o °off
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City of Fort Worth, Texas
Mayor and Council Communication
DATE: 12/12/23 M&C FILE NUMBER: M&C 23-1063
LOG NAME: 25STOCKSHOWAMENDMENT15-SHEEP&SWINEBARN DEBT BUD AMEND
SUBJECT
(CD 7)Authorize Execution of Amendment to Lease Agreement with the Southwestern Exposition and Livestock Show for Use of Will Rogers
Memorial Center(City Secretary Contract No. 19725,as Previously Amended)to Extend Term and Modify Rental Structure;and Adopt
Appropriation Ordinances,and Amend Fiscal Year 2024 Budget
RECOMMENDATION:
It is recommended that the City Council:
1.Authorize the execution of an amendment to City Secretary Contract No. 19725,a Lease Agreement with the Southwestern Exposition and
Livestock Show,as previously amended for the following purposes:
(a) Extending the term for an additional six years to expire in 2054;
(b)Modifying the rental structure to memorialize the Southwestern Exposition and Livestock Show's agreement to contribute to the funding of
certain improvements, renovations and related infrastructure,including the most recent Sheep&Swine Barn Project at the Will Rogers Memorial
Center for an additional commitment of$45,676,636.08 to be paid over a period of thirty years;
(c)Memorializing the practice of allowing the Southwestern Exposition and Livestock Show to utilize Will Rogers Memorial Center for Ancillary
Stock Show Events throughout the year without a separate charge due to the significant financial investment by the Lessee throughout the term;
' 2.Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Culture and Tourism Fund,in the amount of
$1,284,165.00 from the amended Lease Agreement with the Southwestern Exposition and Live Stock Show,for the purpose of transferring to the
Venue Debt Service Fund;
3.Adopt the attached appropriation ordinance adjusting estimated receipts and appropriations in the Venue Operating Fund,by increasing
estimated receipts and appropriations in the transfer to debt service in the amount of$1,405,433.00 and decreasing contributions to fund balance
by the same amount;
4.Adopt the attached appropriation ordinance adjusting estimated receipts and appropriations in the DFW Revenue Sharing Fund,by increasing
estimated receipts and appropriations in the transfer to debt service in the amount of$1,529,262.00 and decreasing contributions to fund balance
by the same amount;
5.Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Venue Debt Service Fund,in the amount of
$4,218,860.00,transferred from the Culture and Tourism,Venue Operating and DFW Revenue Sharing Funds,for debt service payments on the
Special Tax Revenue Bonds,Taxable Series 2023E(Sheep&Swine(Barn Project))and the Special Tax Revenue Bonds,Series 2023A III
Rogers Memorial(Tax-Exempt)):and
F 6. Amend the Fiscal Year 2024 Adopted Budget.
DISCUSSION:
The purpose of this Mayor and Council Communication(M&C)is to take necessary actions following the successful sale of the Series 2023A and
Taxable Series 2023B Special Tax Revenue Bonds as authorized by City Council(M&C 23-0792 and 23-0850)on September 26,2023 and
amended on October 17,2023. The bonds were successfully sold on October 31,2023,and the transaction closed and funds delivered on
November 28,2023 for the purpose of funding improvements to the Will Rogers Memorial Center(WRMC)and re-building of the WRMC Sheep
and Swine Barn(the Project),respectively. Those improvements consist of(i)certain improvements, renovations and related infrastructure work
on the Sheep and Swine Barn financed through issuance of taxable bonds,one half of the costs of which are being repaid by private funds,and(ii)
other campus-wide improvements that are being funded from proceeds of tax-exempt debt that the City will be solely responsible for repaying.
The actions in this M&C authorize amendments to the lease of the WRMC for the annual Fort Worth Stock Show and Rodeo(FWSSR)to support
the private funding toward Taxable Series 2023B Special Tax Revenue Bonds and amend the FY2024 adopted budgets of the Culture and
Tourism,Venue Operating, DFW Revenue Sharing and Venue Debt Service Funds to support the additional debt service payments in FY2024.
The City and the Southwestern Exposition and Livestock Show(SWELS)are currently parties to a Lease Agreement for the annual use of WRMC,
which permits SWELS to occupy the entire WRMC complex during its annual event,the FWSSR,established under City Secretary Contract No.
(CSC) 19725,as amended by City Secretary Contract Nos. 17195, 19725,20829,27471,27897,29074, 33409,34457, 36659 and 19725-A8,
19725-A9, 19725-A1, 19725-A11, 19725-Al2, 19725A-13, 19725-A14 and together with CSC No. 14071 (collectively the Lease). Pursuant to
the Lease,SWELS has a continuing interest in assisting the City in maintaining and updating the WRMC facilities,and specifically has committed
to contribute to the costs of the Sheep and Swine Barn project by increasing its annual rental payment over the next thirty(30)years in order to
provide the City with an additional rental amount that equals one-half of the costs of issuing and repaying the debt associated with the Project. To
accomplish this goal, Staff is recommending that the Lease be modified as follows:
Extended Term:The term for the City's repayment of the Taxable Bonds is 30 years;however,the Lease is scheduled to expire in 2048.In order
to accommodate the SWELS contributions to the Project,Staff is proposing that the Lease be extended an additional 6 years,with expiration to
occur at the conclusion of the SWELS 2054 event.
Investment:The proposed amendment will also modify the rental structure in the Lease to memorialize the SWELS commitment to provide
additional rental payments in an amount equal to one-half of the principal and interest of the Taxable Bonds for the Project,with a total additional
rental commitment of approximately$45,676,636.08 to be paid over a period of 30 years.The total commitment by SWELS is capped at the
stated amount, however,in the event the City is able to refinance the Taxable Bonds under more favorable terms,SWELS additional rental
payments would be reduced to reflect the impact of any future savings the City realizes on the debt.The additional rental payments will be paid in
March and September of each year per the repayment schedule.
Fee Waiver: The proposed amendment also memorializes a long-standing agreement between the City and Lessee concerning the hosting of
private FWSSR events at the WRMC complex that fall outside the annual Stock Show license period. Past practice is that Lessee uses WRMC
space for these private events without paying a separate fee on the theory that the Lessee provides adequate consideration through its ongoing
capital contributions to the WRMC complex. Lessee will be permitted to provide its own catering and alcohol services for private events as long
as all federal,state,and local regulations, City policy,and any contracts in place between the City and catering services are complied with.
Budget Amendments:
Rec Funds 2023B Taxable 2023A Tax-Exempt Total Amendments
#2 Culture and Tourism $ 1,284,165.00 ��$ 1,284,165.00
#3 Venue Operating 7� 1,324,946.00 $ 80,487.00 �1,405,433.00�
#4 DFW Revenue Sharing�� $ 1,529,262.00 $ 1,529,262.00�
#5 Venue Debt Service l$ 2,609 1711.00 $ 1,609,749.00 $ 4,218,860.001
Additionally,the actions of this M&C amend the Fiscal Year 2024 adopted budgets of the Culture and Tourism, DFW Revenue Sharing,Venue
Operating and Venue Debt Service Funds by increasing revenue or decreasing budgeted contributions to fund balance,and increasing transfers
E to support the additional debt service for the Series 2023A and Series 2023E Special Tax Revenue Bonds for the fiscal year. As previously
stated,the bonds were successfully sold on October 31,2023,and the transaction closed and funds delivered on November 28,2023. Per bond
covenants,the City is required to transfer to the Venue Debt Service Fund equal monthly installments of 1/12th principal and 1/6th interest coming
due.
Special Tax Revenue Bonds, Series 2023B Taxable(Sheep and Swine Barn)
The sale of the Special Tax Revenue Bonds,Taxable Series 2023E for the Sheep and Swine Barn,requires the budget of the Venue Debt Service
Fund to increase by$2,609,111.00 for the FY2024 debt service payment,which is covered by both City and private funding. As such,the Culture
and Tourism Fund increases in the amount of$1,284,165.00,which is equal to half of the FY2024 principal and interest payment on the Sheep and
Swine Barn,for additional revenue as amended in the SWELS Lease,the Venue Operating Fund is adjusted by decreasing contributions to fund
balance in the amount of$1,324,946.00,which is the balance of the FY2024 debt service payment,and the transfer to the Venue Debt Fund is
increased by both in the same amount.
Special Tax Revenue Bonds,Series 2023A(Will Rogers Memorial (Tax-Exempt))
The sale of the Special Tax Revenue Bonds,Series 2023A for additional capital improvements at the Will Rogers Memorial Center other than the
Sheep&Swine Barn,requires the budget of the Venue Debt Service Fund to increase by$1,609,749.00 for the FY2024 debt service payment,
which is covered entirely by the City.As such,the Venue Operating Fund is adjusted by decreasing contributions to funds balance in the amount of
$80,487.00,representing 5%of the FY2024 debt service payment,the DFW Revenue Sharing Fund is adjusted by decreasing contributions
to fund balance in the amount of$1,529,262.00,representing 95%of the FY2024 debt service payment,and the transfer to the Venue Debt Fund
is increased by both in the same amount.
The action in this M&C will amend the Fiscal Year 2024 Adopted Budget as approved in connection with Ordinance 26453-09-2023.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are currently available in the Venue Operating, DFW Rev Sharing and Culture&Tourism Funds and
upon approval of the above recommendations,adoption of the attached appropriation ordinances and execution of the amendment,funds will be
available in the Venue Debt Service Fund. The Public Events Department(and Financial Management Services)is responsible for the collection
and deposit of funds due to the City. Prior to any expenditure being incurred,the Public Events Department has the responsibility to validate the
availability of funds.
Submitted for City Manager's Office b . William Johnson 5806
Originating Business Unit Head: Michael Crum 2501
Additional Information Contact: Andrea Wright 2503
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