HomeMy WebLinkAboutOrdinance 27657-05-2025ORDINANCE NO.27657-05-2025
ORDINANCE AUTHORIZING THE
ISSUANCE AND SALE OF CITY OF FORT WORTH, TEXAS
SPECIAL TAX REVENUE BONDS (CONVENTION CENTER VENUE PROJECT), SERIES
2025, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $65,730,000;
ESTABLISHING PARAMETERS WITH RESPECT TO THE SALE OF THE SERIES 2025
BONDS; DELEGATING TO THE DESIGNATED CITY OFFICIALS THE AUTHORITY
TO EFFECT THE SALE OF THE SERIES 2025 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 Iatest 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-term
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 January 9, 2024, the City Council adopted Resolution No. 5866-01-2024
designating the Fort Worth Convention Center and related infrastructure as a venue project under
Chapter 334, and designating the method of financing for the Convention Center Venue Project
in accordance with the Act; and
WHEREAS, on February 13, 2024, the City Council adopted Ordinance No. 26720- 02-
2024 (the "334 Ordinance"), calling for and ordering an election (the "EIection") at which the
qualified voters of the Issuer would have the opportunity to authorize the Convention Center
Venue Project as a venue project, and designating method of financing for the Convention
Center Venue Project in accordance with the Act; and
WHEREAS, on May 4, 2024, the Election was held, and the qualified voters of the
Issuer authorized the Convention Center Venue Project and approved the designated methods of
financing for the Convention Center Venue Project in accordance with the Act; and
WHEREAS, the Convention Center Venue Project constitutes a "qualified project"
under Section 351.1015, Texas Tax Code; 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 2025 Bonds, subject to the
parameters described in this Ordinance;
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 2025 Bonds as set
forth in Exhibit B to this Ordinance.
Section 2. BONDS AUTHORIZED. That there shall be authorized to be issued, sold,
and delivered hereunder the Series 2025 Bonds, payable to the initial Registered Owners thereof,
or to the registered assignee or assignees of the Series 2025 Bonds or any portion or portions
thereof, in an Authorized Denomination. The Series 2025 Bonds are hereby authorized to be
issued for the purpose of (1) paying costs paid or incurred as part of the planning, acquisition,
establishment, development, construction, and renovation of the Convention Center Venue
Project and (2) paying certain Issuance Costs. The maximum original principal amount of the
Series 2025 Bonds shall not exceed $65,730,000. The Series 2025 Bonds shall be designated as
the "City of Fort Worth, Texas Special Tax Revenue Bonds (Convention Center Venue
Project), Series 2025". The Series 2025 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 2025 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 2025 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 2025 Bonds, or to the registered assignee or assignees of the
Series 2025 Bonds, in any Authorized Denomination, maturing not later than March 1, 2055,
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 2025 Bonds to have a maturity of
not Iater than March 1, 2055, 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
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cause to be delivered to the Paying Agent/Registrar one (1) initial Bond numbered T-1 (the
"Initial Bond") and registered in the name 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 2025 Bonds by a negotiated sale
conducted as a public underwriting. Wells Fargo Securities is hereby designated to act as the
senior managing underwriter for the Series 2025 Bonds, and an Authorized Issuer Representative
may include such additional investment banking firms as he deems appropriate to assure that the
Series 2025 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 2025 Bonds, at such price, with
and subject to such terms as determined by the Authorized Issuer Representative, subject to the
provisions of this Ordinance. One Series 2025 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 2025 Bonds as provided in
Section 5 hereof without cost. The Series 2025 Bonds shall initially be registered in the name of
Wells Fargo Securities, unless otherwise designated by the Underwriters in a Bond Purchase
Agreement. In case any officer whose signature shall appear on the Series 2025 Bonds shall
cease to be such officer before the delivery of the Series 2025 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 most recent series of Prior Lien Multipurpose Arena 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 firm 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
making 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 2025 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 2025 Bonds shall have the same force and effect as
a finding or determination made by the City Council.
(c) Bond Purchase A eement. Each Authorized Issuer Representative is hereby
authorized, appointed, and designated to act on behalf of the City in selling and delivering the
Series 2025 Bonds and carrying out the other procedures specified in this Ordinance, including
determining and fixing the date of the Series 2025 Bonds, any additional or different designation
or title by which the Series 2025 Bonds shall be known, the aggregate principal amount of the
Series 2025 Bonds to be sold, the price at which the Series 2025 Bonds will be sold, the years in
which the Series 2025 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 2025 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 2025
Bonds, including, without Iimitation, the use of municipal bond insurance in support of the
Series 2025 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
2025 Bonds, as reflected in the Bond Purchase Agreement executed by an Authorized Issuer
Representative. All terms and provisions of the Series 2025 Bonds set forth in the Bond
Purchase Agreement shall be deemed to be a part of this Ordinance. The Series 2025 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 2025 Bonds.
(d) General. The City Council authorizes each Authorized Issuer Representative 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 2025 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 2025 Bonds sold pursuant to this Ordinance shall not be less than
95% of the aggregate principal amount thereof, and the Series 2025 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 2025 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 2025 Bonds shall expire at 5:00 p.m. on Tuesday, May 5, 2026.
Section 4. REDEMPTION. (a) Optional Redemption. That the Series 2025 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 2025 Bonds be subject to redemption prior to their scheduled maturities, if less than all of
the Series 2025 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 2025 Bonds, or portions of Series 2025 Bonds, within a maturity and in the principal
amounts for redemption and to select such Series 2025 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 2025 Bonds, to the extent provided in the Bond Purchase Agreement executed by an
Authorized Issuer Representative. The optional redemption of Series 2025 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 2025 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 2025 Bonds, to the extent provided in the Bond
Purchase Agreement executed by an Authorized Issuer Representative.
(c) GeneraI Notice. Notice of any redemption of Series 2025 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 2025 Bond or a portion thereof being called for redemption at least thirty
(30) days prior to the date fixed for such redemption by depositing such notice in the United
States mail, first-class postage prepaid, addressed to each such Registered Owner at the address
shown on the Registration Books of the Paying Agent/Registrar; provided, that during any period
in which ownership of the Series 2025 Bonds is determined only by a book entry at a Depository
for the Series 2025 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 2025 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 2025 Bonds, or the portions thereof which are to be so redeemed, thereby automatically
shall be redeemed prior to their scheduled maturities, and shall not be regarded as being
outstanding except for the right of the owner to receive the redemption price from the Paying
Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall
record in the Registration Books all such redemptions of principal of the Series 2025 Bonds or
any portion thereof. If a portion of any Series 2025 Bond shall be redeemed, a substitute
Series 2025 Bond or Series 2025 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 2025 Bonds to be called for redemption shall be determined
by the City. The Series 2025 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 2025 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 2025 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 2025 Bonds as set forth above, the Paying Agent/Registrar shall give notice of redemption
of Series 2025 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 2025 Bond who has not sent the Series 2025 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 2025 Bonds to be redeemed including the
complete name of the Series 2025 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
conditions precedent to the redemption, the name of the Paying Agent/Registrar and the address
at which the Series 2025 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 2025 Bonds shall include a CUSIP number relating to each amount paid to
such Registered Owner.
Section 5. CHARACTERISTICS OF THE SERIES 2025 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 2025 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 2025 Bond
to which payments with respect to the Series 2025 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 2025 Bond requesting a conversion, transfer,
exchange and delivery of such Series 2025 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 2025 Bond or Series 2025 Bonds. Registration of assignments,
transfers, conversions and exchanges of Series 2025 Bonds shall be made in the manner provided
and with the effect stated in the FORM OF BOND. Each substitute Series 2025 Bond shall bear
a letter and/or number to distinguish it from each other Series 2025 Bond. An authorized
representative of the Paying Agent/Registrar shall, before the delivery of any such
Series 2025 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 2025 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 2025 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 2025 Bonds and Series 2025 Bonds surrendered for conversion and exchange and
shall dispose of such canceled Series 2025 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 2025 Bond or portion thereof, and the Paying Agent/Registrar shall
provide for the printing, execution, and delivery of the substitute Series 2025 Bonds in the
manner prescribed herein. Pursuant to Chapter 1206, the duty of conversion and exchange of
Series 2025 Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon
the execution of the Authentication Certificate, the converted and exchanged Series 2025 Bond
shall be valid, incontestable, and enforceable in the same manner and with the same effect as the
Series 2025 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 2025 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 2025 Bonds.
(c) In General. The Series 2025 Bonds (i) shall be issued in fully registered form,
without interest coupons, with the principal of and interest on such Series 2025 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 2025 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 2025 Bonds, all as provided, and in the manner and to the effect as required
or indicated, in the FORM OF BOND. The Series 2025 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 2025 Bond issued in conversion of and exchange
for any Series 2025 Bond or Series 2025 Bonds issued under this Ordinance the Paying
Agent/Registrar shall execute the Authentication Certificate.
(d) Substitute Paving Agent/Registrar. The City covenants with the owners of the
Series 2025 Bonds that at all times while the Series 2025 Bonds are Outstanding a competent and
IegalIy qualified entity shall act as and perform the services of Paying Agent/Registrar for the
Series 2025 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 2025 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
Paying Agent/Registrar to each owner of the Series 2025 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 2025 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 2025 Bonds initially issued and delivered pursuant to this Ordinance, shall be,
A
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 2025 Bonds is hereby authorized to print on the Series 2025 -Bonds the form of co -
Bond Counsel's opinion relating to the Series 2025 Bonds, and is hereby authorized to print on
the Series 2025 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 2025 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 S. PLEDGE AND SOURCE OF PAYMENT. (a) Pledge of 334 Revenues.
That the Series 2025 Bonds are and shall be secured by and payable from a first lien on and
pledge of the 334 Revenues.
(b) Pledge of Pledged Revenues. In addition to the 334 Revenues, as additional security
for the Series 2025 Bonds, the Series 2025 Bonds are and shall be secured by and payable from a
lien on and pledge of the Pledged Revenues, such lien being subordinate to the lien on the
Pledged Revenues (excluding the Airport Shared Revenues as described below) securing the
Prior Lien Multipurpose Arena Bonds until such time as the Prior Lien Multipurpose Arena
Bonds have been fully paid or defeased and are no longer outstanding (such event is referred to
herein as the "Springing Covenant Date"), at which time the Series 2025 Bonds shall be secured
by and payable from a first lien on and pledge of the Pledged Revenues on a parity with the
Multipurpose Arena Bonds; 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. Notwithstanding the foregoing, the Series 2025 Bonds are and shall be
secured by and payable from a first lien on and pledge of the Airport Shared Revenues superior
to the Prior Lien Multipurpose Arena Bonds and the Multipurpose Arena Bonds until the
Springing Covenant Date, at which time such lien will convert and be on a parity with the lien
securing the Multipurpose Arena Bonds.
(c) No Additional Security. The Series 2025 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 Series 2025 Bond Proceeds Account are available to pay Debt Service on the Series 2025
Bonds, to the extent provided in this Ordinance. The Series 2025 Bonds are not secured by or
payable from a mortgage or deed of trust on any properties, whether real, personal, or mixed,
constituting the Convention Center Venue Project. The City reserves the right at any time, but is
under no obligation, to provide additional security in support of the Series 2025 Bonds.
(d) Perfection of Lien. Chapter 1208 applies to the issuance of the Series 2025 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 2025 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 2025 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. CONVENTION CENTER 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 Convention Center Venue Project Fund. In addition, the City has established and shall
maintain on the records of the City the 334 Revenues Account within the Convention Center
Venue Project Fund. The City hereby establishes and shall maintain on the records of the City
the Series 2025 Bond Proceeds Account within .the Convention Center 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. Moneys in the Series 2025 Bond Proceeds Account are to be
disbursed in accordance with and in the manner provided by this Ordinance.
The initial funding of the Series 2025 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 2025
Bond Proceeds Account, the Series 2025 Bond Proceeds Account shall thereafter be closed.
The City shall, upon its receipt, deposit 334 Revenues to the credit of the 334 Revenues
Account. After 334 Revenues in the 334 Revenues Account have been transferred in accordance
with Section 17 hereof and no Event of Default has occurred and is continuing under this
Ordinance, excess amounts in the 334 Revenues Account may be used by the City for any Iawful
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. After the transfer of the
State PFZ Funds required by the Prior Lien Multipurpose Arena Bond Ordinances, the City shall
cause to be transferred State PFZ Funds on deposit in the State PFZ Funds Account to the
Pledged Revenue Fund, in accordance with the funding requirements set forth in Section 17
hereof. After Pledged Revenues consisting of State PFZ Funds in the PIedged Revenue Fund
have been transferred in accordance with Section 17 hereof and no Event of Default has occurred
and is continuing under this Ordinance or the Multipurpose Arena Bond Ordinances, excess
amounts of State PFZ Funds in the Pledged Revenue Fund 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. After the transfer of the Available City
Hotel Tax Revenues required by the Prior Lien Multipurpose Arena Bond Ordinances, the City
shall cause to be transferred Available City Hotel Tax Revenues on deposit in the City Hotel Tax
Revenues Account to the Pledged Revenue Fund, in accordance with the funding requirements
set forth in Section 17 hereof. After Pledged Revenues consisting of Available City Hotel Tax
Revenues in the Pledged Revenue Fund have been transferred in accordance with Section 17
hereof and no Event of Default has occurred and is continuing under this Ordinance or the
Multipurpose Arena Bond Ordinances, excess amounts of Available City Hotel Tax Revenues in
the Pledged Revenue Fund may be used by the City for any lawful purpose.
Section 13. DALLASNORT 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
Airport Shared Revenues Account to the Pledged Revenue Fund, in accordance with the funding
requirements set forth in Section 17 hereof. After Pledged Revenues consisting of Airport
Shared Revenues in the Pledged Revenue Fund have been transferred in accordance with Section
17 hereof and no Event of Default has occurred and is continuing under this Ordinance, excess
amounts of Airport Shared Revenues in the Pledged Revenue Fund may be used by the City for
any lawful purpose, including for payment of the Prior Lien Multipurpose Arena Bonds and the
Series 2025 Multipurpose Arena Bonds. On and after the Springing Covenant Date, the lien on
and pledge of the Airport Shared Revenues will convert and be on a parity with the Iien securing
the Multipurpose Arena Bonds, and after Airport Shared Revenues have been transferred from
the Pledged Revenue Fund to the Debt Service Fund and no Event of Default has occurred and is
continuing under this Ordinance or the Multipurpose Arena Bond Ordinances, excess Airport
Shared Revenues may be used by the City for any lawful purpose.
Section 14. CONVENTION CENTER VENUE CAPITAL PROJECT FUND. (a)
Convention Center Venue Capital Project Fund, Series 2025 Costs of Issuance Account and
Series 2025 Project Account. That the City has established and shall maintain on the records of
the City the Convention Center Venue Capital Project Fund. Within the Convention Center
Venue Capital Project Fund, the City shall establish and maintain the Series 2025 Costs of
Issuance Account and the Series 2025 Project Account. After the deposit of moneys to the credit
of the Series 2025 Costs of Issuance Account within the Convention Center Venue Capital
Project Fund, the City shall transfer the remaining balance in the Series 2025 Bond Proceeds
Account to the Series 2025 Project Account, in accordance with the closing instructions executed
by an Authorized Issuer Representative as provided in Section 37 hereof.
(b) Payment of Issuance Costs. Moneys in the Series 2025 Costs of Issuance Account
shall be used to pay Issuance Costs of the Series 2025 Bonds. Upon the payment of the Issuance
Costs of the Series 2025 Bonds, any moneys remaining in the Series 2025 Costs of Issuance
Account shall be transferred to the Series 2025 Project Account, and the Series 2025 Costs of
Issuance Account shall thereafter be closed.
(c) Transfer of Excess Funds from Series 2025 Series 2025 Project Account. Upon
payment in full of the costs incurred for the Convention Center Venue Project, to the extent
amounts remain unspent in the Series 2025 Project Account, the City shall transfer the amount
remaining in the Series 2025 Project Account of the Convention Center Venue Capital Project
Fund to the Debt Service Account of the Debt Service Fund for the payment of Debt Service on
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the Series 2025 Bonds, and the Series 2025 Project Account of the Convention Center Venue
Capital Project Fund shall thereafter be closed.
Section 15. PLEDGED REVENUE FUND. That the City shall establish and maintain
on the records of the City the Pledged Revenue Fund.
Section 16. DEBT SERVICE FUND. (a) Debt Service Fund and Accounts. That the
City shall establish and maintain on the records of the City the Debt Service Fund. Within the
Debt Service Fund, the following Accounts shall be established and maintained:
(i) the Debt Service Account; and
(ii) the Debt Service Reserve Account.
(b) Transfers to Pay Debt Service. The City shall cause to be paid out of the Debt
Service Account of the Debt Service Fund on or before each Debt Service Payment Date for any
of the Series 2025 Bonds, the amount required to pay Debt Service coming due and payable on
each such date for the Series 2025 Bonds. On or before any Redemption Date for Series 2025
Bonds to be redeemed, the City shall also cause to be paid out of the Debt Service Account of the
Debt Service Fund, from available amounts deposited therein from time to time and allocable to
such Series 2025 Bonds to be redeemed on such date, the Redemption Price of and interest on
the Series 2025 Bonds then to be redeemed.
(c) Sinking Fund Installments. Amounts in the Debt Service Account of the Debt
Service Fund with respect to any Sinking Fund Installment for the Series 2025 Bonds (together
with amounts in the Debt Service Account of the Debt Service Fund with respect to interest on
the Series 2025 Bonds for which such Sinking Fund Installment was established) shall be applied
to the redemption of Series 2025 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 2025 Bonds and maturity for which such Sinking Fund
Installment was established (except in the case of Series 2025 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 2025
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 Debt Service Account of the Debt Service Fund and
without any instructions from the Issuer.
(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 2025 Bonds and maturity for which Sinking
Fund Installments have been established, the principal amount of such Series 2025 Bonds so
purchased or redeemed shall be credited toward the next Sinking Fund Installment or
Installments for the Series 2025 Bonds.
(e) No Deposit to Debt Service Reserve Account. The Debt Service Reserve Account
shall not be funded in connection with the issuance of the Series 2025 Bonds; provided,
however, that the City reserves the right in the future to fund the Debt Service Reserve Account
for the benefit of the Series 2025 Bonds and any Additional Bonds.
Section 17. FLOW OF FUNDS. (a) 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:
order:
First, to the Debt Service Fund on the dates and in the following amounts and
(A) from 334 Revenues in the 334 Revenues Account, 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 (I 5th) day of each month thereafter, for deposit to the credit of the
Debt Service Account of the Debt Service Fund, together with other amounts, if
any, in the Debt Service Account available for such purpose, to pay the interest
scheduled to come due on the Series 2025 Bonds on the next succeeding Interest
Payment Date; plus
(B) from 334 Revenues in the 334 Revenues Account, such amounts,
deposited in approximately equal monthly installments, commencing on the Initial
Series 2025 Principal Funding Date, and on the fifteenth (I 5th) day of each month
thereafter, for deposit to the credit of the Debt Service Account of the Debt
Service Fund, together with other amounts, if any, in the Debt Service Account
available for such purpose, to pay the principal of the Series 2025 Bonds
scheduled to come due on the next succeeding Principal Payment Date for the
Series 2025 Bonds; and
(C) from Pledged Revenues in the Pledged Revenue Fund, such amounts,
deposited in approximately equal monthly installments, commencing on the
fifteenth (I 5th) day of the month immediately following the Closing Date, and on
the fifteenth (I 5th) day of each month thereafter, for deposit to the credit of the
Debt Service Account of the Debt Service Fund, together with other amounts, if
any, in the Debt Service Account available for such purpose, to pay the interest
scheduled to come due on the Series 2025 Bonds on the next succeeding Interest
Payment Date; plus
(D) from Pledged Revenues in the Pledged Revenue Fund, such amounts,
deposited in approximately equal monthly installments, commencing on the Initial
Series 2025 Principal Funding Date, and on the fifteenth (I 5th) day of each month
thereafter, for deposit to the credit of the Debt Service Account of the Debt
Service Fund, together with other amounts, if any, in the Debt Service Account
available for such purpose, to pay the principal of the Series 2025 Bonds
scheduled to come due on the next succeeding Principal Payment Date; and
Second, on any Debt Service Payment Date, if the Debt Service Reserve Account
contains less than the Reserve Requirement for the Series 2025 Bonds, to the Debt
Service Reserve Account, from Pledged Revenues, an amount equal to the amount
required to replenish the Reserve Requirement for the Series 2025 Bonds in accordance
with the provisions of the Series 2025 Bond Ordinance. [WILL ONLY NEED THIS
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PROVISION IF THERE WILL BE A RESERVE FUND FOR THE SERIES 2025
BONDS]
Moneys shall be deposited to the credit of the Rebate Fund to the extent required by Section 21
hereof in respect to the Series 2025 Bonds.
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 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 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, if one has been established, and (ii) from proceeds of
the Series 2025 Bonds, including without limitation, from moneys on deposit in the Series 2025
Project Account (as required by Section 18 hereof).
Section 18. OTHER TRANSFERS TO DEBT SERVICE FUND. That 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 Debt Service Account of the Debt
Service Fund on such date, after making the transfers required by Section 17 hereof, to pay Debt
Service on the Series 2025 Bonds to become due and owing on such Debt Service Payment Date,
the Issuer shall transfer moneys from the Series 2025 Project Account, to the extent such moneys
are available, for deposit to the Debt Service Account of the Debt Service Fund in an amount
sufficient to cure such insufficiency in the Debt Service Account of the Debt Service Fund for
the payment of Debt Service on the Series 2025 Bonds.
Section 19. 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 2025 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 20. 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 2025 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 2025 Bonds, as shall become due on such dates, respectively, at maturity or by redemption
prior to maturity. The Paying Agent/Registrar shall dispose of the Series 2025 Bonds as
provided in Section 5(a) hereof.
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Section 21.. 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 2025 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 2025 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 2025 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 2025 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 Iesser of
$5,000,000, or five percent (511/o) of the proceeds of the Series 2025 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 2025 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 2025 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 2025 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 2025 Bonds, other
than investment property acquired with --
(1) proceeds of the Series 2025 Bonds invested for a reasonable
temporary period until such proceeds are needed for the purpose for which the
Series 2025 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
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(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed ten percent of the proceeds of the
Series 2025 Bonds;
(g) to otherwise restrict the use of the proceeds of the Series 2025 Bonds or
amounts treated as proceeds of the Series 2025 Bonds, as may be necessary, so that the
Series 2025 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 2025 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 2025 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 2025 Bonds) an amount that is at
least equal to ninety percent (901/1o) 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 2025 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 2025 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 2025 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 2025 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 2025 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 2025 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 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 2025 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 2025 Bonds. If established, the Rebate Fund would be
established for the additional purpose of compliance with section 148 of the Code.
Section 22. ADDITIONAL FEDERAL INCOME TAX COVENANTS; WRITTEN
PROCEDURES. (a) Allocation of, and Limitation on, Expenditures for the Convention Center
OR
Venue Project. That the City covenants to account for on its books and records the expenditure
of proceeds from the sale of the Series 2025 Bonds and any investment earnings thereon to be
used for the improvement and extension of the Convention Center Venue Project by allocating
proceeds to expenditures within eighteen (18) months of the later of the date that (a) the
expenditure on the Convention Center Venue Project is made or (b) each such Convention
Center Venue 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 2025 Bonds or (b) the date the Series 2025
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 2025 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 Convention Center Venue Project. The City covenants that the
property financed or refinanced with the proceeds of the Series 2025 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 2025 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 17, 2024, apply to
the issuance of the Series 2025 Bonds, and are incorporated by reference into this Ordinance.
Section 23. AMENDMENT OF ORDINANCE. (a) Approval of Bondholders
Required_. That the owners of a majority in principal amount of the Series 2025 Bonds shall have
the right 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 2025 Bonds so as to:
(1) Make any change in the maturity of any of the Outstanding Series 2025 Bonds;
(2) Reduce the rate of interest borne by any of the Outstanding Series 2025 Bonds;
(3) Reduce the amount of the principal payable on the Outstanding
Series 2025 Bonds;
(4) Modify the terms of payment of principal of, premium, if any, or interest on the
Outstanding Series 2025 Bonds or impose any conditions with respect to such
payment;
(5) Affect the rights of the owners of less than all of the Series 2025 Bonds then
Outstanding;
(6) Amend this clause (a) of this Section; or
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(7) Change the minimum percentage.of the principal amount of Series 2025 Bonds
necessary for consent to any amendment;
unless such amendment or amendments shall be approved by the owners of all of the
Series 2025 Bonds then Outstanding.
(b) Notice of Amendment. That if at any time the City shall desire to amend this
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 2025 Bonds. Such publication is not
required, however, if notice in writing is given to each owner of the Series 2025 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 2025 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 2025 Bonds shall thereafter be determined,
exercised and enforced hereunder, subject in all respects to such amendment.
(e) Revocation of Consent. That any consent given by the owners of a Series 2025 Bond
pursuant to the provisions of this Section shall be irrevocable for a period of six (6) months from
the date of the first 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 2025 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 2025 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 2025 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 2025 Bonds or to surrender, restrict or limit
any right or power herein reserved to or conferred upon the City;
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(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 2025 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 2025 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 2025 Bonds;
(5) To make such changes, modifications or amendments as may be necessary or
desirable in order to allow the owners of the Series 2025 Bonds to thereafter avail
themselves of a book -entry system for payments, transfers and other matters relating to
the Series 2025 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 2025 Bonds;
(6) To make such changes, modifications or amendments as are permitted by
Section 25(c)(vi) of this Ordinance; and
(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 2025 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 2025 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 2025 Bonds.
Section 24. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Delivery of Substitute Bonds. That in the event any Outstanding Series 2025 Bond is
damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be
printed, executed, and delivered, a new Series 2025 Bond of the same principal amount,
maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed
Series 2025 Bond, in replacement for such Series 2025 Bond in the manner hereinafter provided.
(b) Application. Application for replacement of damaged, mutilated, lost, stolen, or
destroyed Series 2025 Bonds shall be made to the Paying Agent/Registrar. In every case of loss,
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theft, or destruction of a Series 2025 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 Ioss or damage with respect thereto. Also, in every
case of loss, theft, or destruction of a Series 2025 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 2025 Bond, as the case may be. In every case of damage or mutilation of a
Series 2025 Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation
the Series 2025 Bond so damaged or mutilated.
(c) Payment without Replacement Bond. Notwithstanding the foregoing provisions of
this Section, in the event any such Series 2025 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 2025 Bond, the City may authorize the payment of the same (without surrender
thereof except in the case of a damaged or mutilated Series 2025 Bond) instead of issuing a
replacement Series 2025 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 2025 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 2025 Bond is lost, stolen, or
destroyed shall constitute a contractual obligation of the City whether the lost, stolen, or
destroyed Series 2025 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 2025 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 2025 Bonds issued in
exchange for other Series 2025 Bonds.
Section 25. 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 2025, 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 2025. 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.
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(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 25 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 2025 Bonds, in a timely manner not in excess of ten
Business Days after the occurrence of the event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Series 2025 Bonds, or other material events
affecting the tax status of the Series 2025 Bonds;
7. Modifications to rights of holders of the Series 2025 Bonds, if material;
8. Series 2025 Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the
Series 2025 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.
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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 under state or federal law in
which a court or governmental authority has assumed jurisdiction over substantially all of the
assets or business of the 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 term "Financial Obligation" means: (i) a debt
obligation; (ii) a derivative instrument entered into in connection with, or pledged as security or a
source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii),
however, the term Financial Obligation shall not include Municipal Securities as to which a final
official statement has been provided to the MSRB consistent with the Rule; and the term
"Municipal Securities" means securities which are direct obligations of, or obligations
guaranteed as to principal or interest by, a state or any political subdivision thereof, or any
agency or instrumentality of a state or any political subdivision thereof, or any municipal
corporate instrumentality of one or more states and any other Municipal Securities described by
Section 3(a)(29) of the Securities Exchange Act of 1934, as the same may be amended from time
to time.
(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 2025 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 Iaw that causes Series 2025 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 2025 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 2025 Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY SERIES 2025 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
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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.
(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 2025 Bonds in the primary offering of the Series 2025 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 2025 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 2025 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 26. ADDITIONAL BONDS. (a) That the City Council may by separate
ordinance authorize one or more Series of Additional Bonds secured by a lien on and pledge of
the Pledged Revenues on a parity with the lien on and pledge of the Pledged Revenues securing
the Series 2025 Bonds, to be issued, authenticated and delivered upon original issuance for the
purpose of financing or refinancing the planning, acquisition, establishment, development,
construction, and renovation of the Convention Center 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; and
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(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 1.25 times the average annual principal and interest requirements
(computed on a Fiscal Year basis) including Sinking Fund Installments, of the
Outstanding Series 2025 Bonds, the Prior Lien Multipurpose Arena Bonds, the
outstanding Multipurpose Arena Bonds and the 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) On and after the Springing Covenant Date, the following provision shall replace
Section 26(a)(ii) in its entirety:
(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
Outstanding Series 2025 Bonds, the outstanding Multipurpose Arena Bonds and
the 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.
(c) The City Council may authorize one or more Series of Refunding Bonds to be issued,
authenticated and delivered to refund all Outstanding Bonds of one or more Series or all or any
portion of the Outstanding Bond or Bonds 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 26.
Section 27. 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 Iiens, pledges, covenants and agreements of this Ordinance and any
ordinance authorizing the issuance of Additional Bonds.
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Section 28. ORDINANCE TO CONSTITUTE A CONTRACT; EQUAL SECURITY.
(a) That in consideration of the acceptance of the Series 2025 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 2025 Bonds. Except as expressly provided in or permitted by this Ordinance,
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 2025 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 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 Multipurpose Arena Bond Ordinances, and the
liens identified and reserved to the City in the definition of Airport Shared Revenues included in
Exhibit A to this Ordinance, no Iiens on the Pledged Revenues exist other than those created
under this Ordinance. No liens on the 334 Revenues exist other than the lien created under this
Ordinance.
(c) The Series 2025 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 2025 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 2025 Bonds shall not
constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or
restriction. The owners of the Series 2025 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 Convention Center Venue Project has
been granted as security for the Series 2025 Bonds.
Section 29. 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 2025 Bonds issued hereunder.
Section 30. 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 2025 Bonds, the performance date of any provision hereof or thereof, including the
payment of principal of or interest on the Series 2025 Bonds, shall occur on a day other than a
Business Day, then the performance thereof, including the payment of principal of and interest
on the Series 2025 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.
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Section 31. LIMITATION OF BENEFITS WITH RESPECT TO THIS 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 2025 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.
Section 32. 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 aII 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 2025 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 2025 Bonds, in the
amount determined in accordance with the provisions of Section 1202.004, Texas Government
Code.
Section 33. APPROVAL AND REGISTRATION OF SERIES 2025 BONDS. That the
City Manager of the City is hereby authorized to have control of the Series 2025 Bonds and all
necessary records and proceedings pertaining to the Series 2025 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 2025 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 2025 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 34. DTC REGISTRATION. That the Series 2025 Bonds initially shall be issued
and delivered in such manner that no physical distribution of the Series 2025 Bonds will be made
to the public, and DTC, initially will act as Depository for the Series 2025 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 2025 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 2025 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 2025 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
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established by them, and that the Series 2025 Bonds initially deposited with DTC shall be
immobilized and not be further exchanged for substitute Series 2025 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 Iiable 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 2025 Bonds. It shall be 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 2025 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 2025 Bonds is duly
filed with the Paying Agent/Registrar with proper request for transfer and substitution, as
provided for in this Ordinance, substitute Series 2025 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 2025 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 35. 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 2025 Bond when the same becomes due and payable; or
(ii) except as provided in Section 25(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 2025 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 2025 Bonds then Outstanding.
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(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any
other available remedy or remedies, but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or under the
Series 2025 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 2025 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 2025 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 2025 Bonds or this Ordinance, or because of any Event of Default
or alleged Event of Default under this Ordinance.
Section 36. DEFEASANCE. (a) Defeased Bonds. That any Series 2025 Bond and the
interest thereon shall be deemed to be paid, retired and no Ionger outstanding (a "Defeased
Bond") within the meaning of this Ordinance, when payment of the principal of such
Series 2025 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 2025 Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such
Series 2025 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 36(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
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.
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(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 2025 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 36(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 2025 Bonds of a maturity, the Paying Agent/Registrar
shall select, or cause to be selected, such amount of Series 2025 Bonds by such random method
as it deems fair and appropriate and when the Series 2025 Bonds are held in book -entry form, in
accordance with the applicable procedures of the Depository.
(d) Continuing Duty of Paying Ag_ent/Re isg trar. 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 37. USE OF SERIES 2025 BOND PROCEEDS. That the proceeds from the
sale of the Series 2025 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 2025 Bonds shall be used in a manner consistent with the provisions of
Section 1201.042(d), Texas Government Code.
Section 38. INB4EDIATE 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.
[Execution Page Followsl
28
ADOPTED AND EFFECTIVE May 13, 2025.
Mayor,
City of Fort Worth, Texas
City Secretary
APPROVED AS TO FORM AND LEGALITY:
City Attorney
(SEAL)
Signature Page — Ordinance Authorizing Issuance of
City of Fort Worth, Texas Special Tax Revenue Bonds (Convention Center Venue Project), Series 2025
6w,
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
permitted successors and assigns and, in the case of any governmental authority, any Person
succeeding to its functions and capacities.
Unless otherwise expressly specified, any agreement, contract or document defined or
referred to herein shall mean such agreement, contract or document in the form (including all
amendments, schedules, exhibits, appendices, attachments, clarification letters and the like
relating thereto) delivered on the Closing Date, and as the same may thereafter be amended,
supplemented, replaced or otherwise modified from time to time in accordance with the terms of
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 term in its original document shall not amend or delete such defined
term as used herein.
"334 Revenues" means a venue hotel occupancy tax on the price paid for a room in a
hotel, at a rate not to exceed two percent (2%) of the price of the hotel room.
"334 Revenues Account" means the Account of such name in the Convention Center
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.
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"Additional 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 purposes set forth
in Section 26 of this Ordinance.
"Additional Multipurpose Arena Bonds" means any bonds or other obligations issued
by the Issuer as permitted by, and in accordance with the provisions of, the Multipurpose Arena
Bond Ordinances, and are defined as "Additional Bonds" in the Multipurpose Arena Bond
Ordinances.
"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 DIFW International Airport, and made
available by the City to finance the Convention Center Venue Project after payment of any
obligations (other than the Prior Lien Multipurpose Arena Bonds and, until the Springing
Covenant Date, the Series 2025 Multipurpose Arena Bonds) issued or incurred by the City after
June 6, 2017, 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 2025 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 2025 Bonds which are held by the Depository under a book -
entry system.
'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 2025 Bonds are registered on the books kept and maintained by the Paying
Agent/Registrar as bond registrar.
"Bond Purchase Aereement" means the agreement between the Issuer and the
Underwriters, pursuant to which the Series 2025 Bonds are to be sold and delivered and under
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which certain terms and provisions applicable to the Series 2025 Bonds are formally
memorialized.
"Bonds" means, collectively, the Series 2025 Bonds and any Additional Bonds.
"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 Government 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 the Convention Center 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 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 Iocal tax at a rate of seven percent of the cost
of a room and made available by the City to finance the Convention Center 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 2025 Bonds are initially issued and
delivered to the Underwriters.
FAMI
"Code" means the Internal Revenue Code of 1986, as amended.
"Coffer" or "Comptroller of Public Accounts" means the Comptroller of Public
Accounts of the State of Texas.
"Convention Center Venue Capital Project Fund" means the Fund of such name
described in Section 14 of this Ordinance.
"Convention Center Venue Project" means the Fort Worth Convention Center and
related infrastructure, as designated by the City Council by adoption of Resolution and
confirmed at the Election.
"Convention Center Venue Project Fund" means the Fund of such name created by the
City pursuant to the Act.
"Credit Facility" means (i) a policy of insurance or a surety bond, issued by an issuer of
policies of insurance insuring the timely payment of debt service on governmental obligations,
provided that on the date said policy of insurance or surety bond was issued, a Rating Agency
having an outstanding rating on the Bonds of any Series rated such Bonds fully insured by a
standard policy issued by the issuer in its two highest generic rating categories; and (ii) a letter or
Iine 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 Bonds of any Series rated
such Bonds in its two highest generic rating categories if the Ietter or line of credit proposed to
be issued by such financial institution secured the timely payment of the entire principal amount
of such Bonds and the interest thereon.
"Debt Service" means, for any Debt Service Payment Date, the amount required to pay
the principal of (whether pursuant to a stated maturity or redemption requirements applicable
thereto) and/or interest on Outstanding Bonds coming due on such Debt Service Payment Date.
"Debt Service Fund" means the Fund of such name created pursuant to and further
described in Section 16 of this 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.
"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 Bonds.
"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
A-4
instrumentality and that, on the date of the purchase thereof, are rated as to investment quality by
a nationally recognized investment rating firm not less than AAA or its equivalent.
"Depository" means any securities depository that is a clearing agency under federal law
operating and maintaining, with its participants or otherwise, a book -entry system to record
ownership of book entry interests in the Series 2025 Bonds, and to effect transfers of book entry
interests in the Series 2025 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 2025 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 May 4, 2024, which authorized
and approved (i) the Convention Center Venue Project as a venue project under Chapter 334 and
(ii) the imposition and collection of the taxes which comprise the 334 Revenues.
"Escrow Aereemcnt" shall have the meaning given such term in Section 3(d)(ii) of this
Ordinance.
"Financial Advisor" or "Co -Financial Advisor" means PFM Financial Advisors LLC
and Tijerina Financial Consulting 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 2025 Principal Funding Date" means the date certified to on or before
the Closing Date by an Authorized Issuer Representative as the Initial Series 2025 Principal
Funding Date.
"Interest Payment Date" or "Interest Payment Dates" means March 1 and September I
of each Year, commencing March 1, 2026, 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 2025 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 2025 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 2025 Bonds; costs of credit ratings; and any other administrative or other costs of issuing
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the Series 2025 Bonds, investing the Series 2025 Bond proceeds or negotiating and delivering
the documents relating to the issuance of the Series 2025 Bonds.
"Legal 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 -governmental or regulatory authorities, that now or
hereafter may be applicable to, as applicable, (i) the Convention Center 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 RuIemaking Board, and its successors and
assigns.
"Multi ur ose Arena Bond Ordinances" means, collectively, the Prior Lien
Multipurpose Arena Bond Ordinances, the ordinance authorizing the issuance of the Series 2025
Multipurpose Arena Bonds and any ordinance authorizing the issuance of Additional
Multipurpose Arena Bonds.
"Multipurpose Arena Bonds" means, collectively, the Series 2025 Multipurpose Arena
Bonds and any Additional Multipurpose Arena Bonds.
"Ordinance" means this ordinance authorizing the issuance of the Series 2025 Bonds.
"Outstanding" means, as of the date of determination, all Series 2025 Bonds issued and
delivered under this Ordinance except: (i) Series 2025 Bonds cancelled by the Paying
Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation;
(ii) Series 2025 Bonds which matured and been paid in full or have been defeased in accordance
with the provisions of Section 36 of this Ordinance; (iii) Series 2025 Bonds in exchange for or in
lieu of which other Series 2025 Bonds have been registered and delivered pursuant to this
Ordinance; and (iv) Series 2025 Bonds alleged to have been mutilated, destroyed, lost, or stolen
which have been paid as provided in this Ordinance.
"Participant" means any direct or indirect participant in the DTC book -entry -only
system.
"PavinI4 Agent/Registrar" means, with respect to the Series 2025 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.
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"Pledged Revenue Fund" means the Fund of such name created pursuant to and further
described in Section 15 of this Ordinance.
"Pled ed 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 March 1 of each Year,
commencing March 1, 2026, 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.
"Prior Lien Multipurpose Arena Bond Ordinances" means, collectively, the
ordinances authorizing the issuance of the Prior Lien Multipurpose Arena Bonds.
"Prior Lien Multipurpose Arena Bonds" means, collectively, the (i) City of Fort
Worth, Texas Special Tax Revenue Bonds, Series 2017A, (ii) City of Fort Worth, Texas Special
Tax Revenue Bonds, Taxable Series 2017B, (iii) City of Fort Worth, Texas Special Tax Revenue
Bonds, Series 2023A, and (iv) City of Fort Worth, Texas Special Tax Revenue Bonds, Taxable
Series 2023B.
"Rating Agency" means one or more nationally recognized credit rating agency then
maintaining a rating on the Bonds at the request of the Issuer.
"Rebate Fund" means the Fund of such name created and further described in Section 21
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 2025 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 2025 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 Bonds.
"Register" or "Registration Books" means the bond registration books maintained by
the Paying Agent/Registrar.
A-7
"Registered Owner" means with respect to any Series 2025 Bond the initial purchaser or
the registered assignee or assignees thereof or any portion thereof.
"Reserve Fund Credit Facile" 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 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 Bonds in
the event moneys on deposit in the Debt Service Fund are insufficient to make such payment.
"Rule" means Rule 150-12, 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 Bonds issued under this Ordinance or an ordinance
authorizing the issuance of Additional Bonds.
"Series 2025 Bond Proceeds Account" means the Account of such name in the
Convention Center Venue Project Fund described in Section 10 of this Ordinance.
"Series 2025 Bonds" means the City of Fort Worth, Texas Special Tax Revenue Bonds
(Convention Center Venue Project), Series 2025, initially issued and delivered in accordance
with the terms of this Ordinance and the Bond Purchase Agreement pursuant to which the Series
2025 Bonds are sold.
"Series 2025 Costs of Issuance Account" means the Account of such name in the
Convention Center Venue Capital Project Fund described in Section 14 of this Ordinance.
"Series 2025 Multipurpose Arena Bonds" means the City of Fort Worth, Texas Special
Tax Revenue and Refunding Bonds (Multipurpose Arena Venue Project), Series 2025.
"Series 2025 Project Account" means the Account of such name within the Convention
Center Venue Capital Project Fund created pursuant to Section 14 of this Ordinance.
"Sinking Fund Installment" means, as of any particular date of calculation and with
respect to the Series 2025 Bonds, the amount of money to be applied as the Redemption Price of
Series 2025 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 2025 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) shaII have been
redeemed pursuant to any optional redemption described in Section 4 of this Ordinance and not
theretofore credited against a mandatory redemption requirement.
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"Sinkine Fund Installment Date" means any date on which a Sinking Fund Installment
shall be due and payable pursuant to this Ordinance.
" Springing Covenant Date" shall have the meaning given such tern in Section 8(b) of
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 the
Convention Center 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.
"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 2025 Bonds from the Issuer in accordance with the terms of the Bond Purchase
Agreement. Wells Fargo Securities is the representative of the Underwriters.
"Year" or "Fiscal Year" means the fiscal year of the City, being the twelve (12) full
calendar months, which commence on October I 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-9
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 2025 Bonds.
FORM OF SERIES 2025 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
(CONVENTION CENTER VENUE PROJECT), SERIES 2025
No. R-
MATURITY DATE INTEREST RATE DATE OF DELIVERY
March 1, 20 % July 9, 2025
Registered Owner:
Principal Amount:
CUSIP NO.
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, 2026,
and semiannually on each September 1 and March I 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 DULYAUTHORIZED SERIES OF BONDS known as the City of
Fort Worth, Texas Special Tax Revenue Bonds (Convention Center Venue Project), Series 2025 (the
"Series 2025 Bonds"), issued in the aggregate principal amount of $ , dated July 9, 2025, 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 May 13, 2025 (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 AN19 AND INTEREST ON this Bond are payable in
lawful money of the United States of America and shall be paid by the Paying Agent/Registrar with
available funds held under the 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 2025 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 2025 Bonds at such wire transfer address in the United States as such Registered
Owners shall specify in writing requesting payment by wire transfer delivered to the Paying
Agent/Registrar prior to the Record Date. Notwithstanding anything herein to the contrary, when this
Bond is registered in the name of a Depository or its nominee, the principal and redemption price of and
interest on this Bond shall be paid by wire transfer in immediately available funds to the bank account
number and address filed with the Paying Agent/Registrar by the Depository.
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 faxing 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 Convention Center
Venue Project has been granted as security for the payment of this Bond.
PROCEEDS OF THE SERIES 2025 BONDS shall be used for the purpose of (i) paying costs
paid or incurred as part of the planning, acquisition, establishment, development, construction, and
renovation of the Convention Center Venue Project and (ii) paying certain Issuance Costs.
THE SERIES 2025 BONDS ARE SPECIAL OBLIGATIONS OF THE ISSUER issued under
the Ordinance and are secured equally and ratably by a first and prior lien on the Pledged Revenues. In
addition, the Series 2025 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 2025 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.
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 2025 Bonds outstanding.
B-2
THE SERIES 2025 BONDS ARE ISSUABLE only in the form of fully registered bonds,
without coupons, in denominations of $5,000 or any integral multiple thereof (arf "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 2025 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 2025 Bond or Series 2025 Bonds of the same aggregate principal amount and Maturity Date as this
surrendered Series 2025 Bond. Neither the City nor the Paying/Agent Registrar shall be required (1) to
make any transfer or exchange during the period beginning at the opening of business 30 days before the
day of the first mailing of a notice of redemption of Series 2025 Bonds and ending at the close of business
on the day of such mailing, or (2) to transfer or exchange any Series 2025 Bonds so selected for
redemption when such redemption is scheduled to occur within 30 calendar days; provided however, that
such limitation on transfer is not applicable to an exchange by the Registered Owner of the uncalled
balance of a Series 2025 Bond.
DEPOSITORY PROVISIONS
IN ADDITION TO THE WORDS AND TERMS DEFINED elsewhere in this Bond, the
following terms shall have the following meanings:
"Beneficial Owner" means, with respect to the Series 2025 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 2025 Bonds which are held by the Depository under a book -entry system.
"Book -entry form" or "book -entry system" means, with respect to the Series 2025 Bonds, a form
or system, as applicable, under which (a) the Beneficial Ownership Interests may be transferred only
through a book entry and (b) physicaI certificates in fully registered form are registered only in the name
of a Depository or its nominee as Registered Owner, with the physical certificates "immobilized" in the
custody of the Depository. The book -entry system maintained by and the responsibility of the Depository
and not maintained by or the responsibility of the 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 2025 Bonds.
"Depository" means any securities depository that is a clearing agency under federal law
operating and maintaining, with its participants or otherwise, a book -entry system to record ownership of
book entry interests in the Series 2025 Bonds, and to effect transfers of book entry interests in the
Series 2025 Bonds, and includes and means initially The Depository Trust Company, New York, New
York.
THE SERIES 2025 BONDS ARE ISSUABLE ONLY AS 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 2025 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 2025 Bonds; and (iii) the
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Series 2025 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 Owners of
Beneficial Ownership Interests in the Series 2025 Bonds shall not have any right to receive
Series 2025 Bonds in the form of physical certificates. If any Depository determines not to continue to
act as a Depository for the Series 2025 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 2025 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.
WIHLEA DEPOSITORYIS THE REGISTERED OWNER of the Series 2025 Bonds, delivery
or notation of partial redemption of Series 2025 Bonds shall be effected in accordance with the
procedures of such Depository then in effect.
REDEMPTION PROVISIONS
OPTIONAL REDEMPTION:
ONMARCH I, 20_, OR ONANYDATE THEREAFTER, the Series 2025 Bonds maturing on
and after March 1, 20_ 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 2025 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 2025 Bonds called for redemption, plus accrued interest thereon to the
date fixed for redemption. The Issuer shall determine the maturity or maturities, and the principal amount
of Series 2025 Bonds within each maturity, to be redeemed. If Iess than all Series 2025 Bonds of a
maturity are to be redeemed, the particular Series 2025 Bonds to be redeemed shall be selected by the
Paying Agent/Registrar by lot or other random method, and when the Series 2025 Bonds are held in
book -entry form, in accordance with the applicable procedures of the Depository.
MANDATORY SINKING FUND REDEMPTION:
THE SERIES 2025 BONDS MATURING ON March 1 in each of the years 20—, 20_ and
201-
(the "Term Bonds") are subject to mandatory redemption prior to maturity in part on a pro rata basis
as further described below, at a price equal to the principal amount thereof plus accrued interest to the
date of redemption, on the dates and in the respective principal amounts shown below:
SERIES 2025 TERM BONDS SERIES 2025 TERM BONDS
MATURING ON MARCH 1, 20_ MATURING ON MARCH 1, 20_
REDEMPTION DATE REDEMPTION AMOUNT REDEMPTION DATE REDEMPTION AMOUNT
March 1, 20�
March 1, 20_
March 1, 20
March 1, 20
March 1, 20
March 1, 20^
March 1, 20
March 1, 20_
March I, 20^+
March 1, 20—*
SERIES 2025 TERM BONDS
MATURING ON MARCH 1, 20_
REDEMPTION DATE REDEMPTION AMOUNT
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March 1, 20_
March 1, 20_
March 1, 20_
March 1, 20_
March 1, 20_*
* 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 Term
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 2025 BONDS TO BE REDEEMED:
IF LESS THAN ALL SERIES 2025 BONDS OF A SINGLE MATURITY are to be redeemed,
the Series 2025 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 2025 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 2025 Bonds for redemption, the Paying Agent/Registrar shall treat each
Series 2025 Bond as representing that number of Series 2025 Bonds of the minimum Authorized
Denominations which is obtained by dividing the principal amount of such Series 2025 Bond to be
redeemed in part by the minimum Authorized Denomination for the Series 2025 Bonds.
NOTICE OF REDEMPTION:
IN THE EVENT ANY OF THE SERIES 2025 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 2025 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 2025 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 2025 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 2025 Bonds. All Series 2025 Bonds or portions
thereof so called for redemption shall cease to bear interest on the specified redemption date, provided
funds for their redemption are on deposit with the Paying Agent/Registrar or unless any condition to an
optional redemption has not been satisfied, and shall no longer be protected by the 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 2025 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 2025 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
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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
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 2025 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 2025 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 2025 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
Approved as to Form:
City Attorney
(SEAL)
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
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Registration Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the proceedings
adopted by the 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
M
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'S SEAL)
Comptroller of Public Accounts
of the State of Texas
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
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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
member firm of the New York Stock Exchange or
a commercial bank or trust company.
NOTICE: The signature(s) above must correspond
with the name of the Registered Owner as it appears
upon the front of this Bond in every particular,
without alteration or enlargement or any change
whatsoever.
The Initial Bond shall be in the form set forth above except that the form of the single fully registered
Initial Bond shall be modified as follows:
(i) immediately under the name of the bond the headings "Maturity Date", "Interest Rate",
"Delivery Date" and "CUSIP" shall be omitted; and
(ii) Paragraph one shall read as follows:
Registered Owner: Wells Fargo Securities
Principal Amount:
Delivery Date: July 9, 2025
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:
Maturity Princi al Amount
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
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Interest Rate M
2047
2048
2049
2050
2051
2052
2053
2054
2055
and to pay interest thereon from the delivery date specified above, on March 1, 2026, and semiannually
on each September 1 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.
ME
Exhibit C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 25 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 2025.
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
May 13, 2025, and of the ordinance authorizing the issuance of Special Tax Revenue Bonds
(Convention Center Venue Project), Series 2025, 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 May, 2025.
City Secretary of the
City of Fort Worth, Texas
(SEAL)
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 05/13/25 M&C FILE NUMBER: M&C 25-0417
LOG NAME: 13SPECIAL TAX REVENUE BONDS, SERIES 2025
SUBJECT
(ALL) Adopt Ordinance Authorizing the Issuance and Sale of City of Fort Worth, Texas, Special Tax Revenue Bonds, Series 2025 (Convention
Center Venue Project), in an Aggregate Principal Amount Not to Exceed $66,000,000.00, Establishing Parameters with Respect to the Sale of the
Series 2025 Bonds, Delegating to the Designated City Officials the Authority to Effect the Sale of the Series 2025 Bonds, and Enacting Other
Provisions Relating to the Subject, and Adopt Appropriation Ordinance
RECOMMgNDATION:
It is recommended that the City Council:
1. Adopt the attached ordinance authorizing the issuance of the City of Fort Worth, Texas, Special Tax Revenue Bonds, Series
2025 (Convention Center Venue Project), in an aggregate principal amount not to exceed $66,000,000.00 for the purpose of (1) paying costs
paid or incurred as part of the planning, acquisition, establishment, development, construction, and renovation of the CC Venue Project and
(ii) paying certain issuance costs, authorizing execution of all related documents; approving the sale of the bonds subject to certain
parameters being met; designating City officials authority to effect the sale; and ordaining related matters thereto; and
2. Adopt the attached ordinance increasing estimated receipts and appropriations in the Special Tax Revenue Bond Series 2025B Capital
Project Fund by $66,000,000.00, subject to the sale of bonds and receipt of proceeds, for the purpose of funding capital improvements and
paying the costs of issuance, with such amount subject to reduction to conform to final figures reflected in bond closing documents.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to take actions associated with the issuance and sale of the City of Fort Worth,
Texas, Special Tax Revenue Bonds, Series 2025 and appropriation of proceeds. This action will allow paying costs paid or incurred as part of the
planning, acquisition, establishment, development, construction, and renovation of the Convention Center Venue Project, designated by Council
and approved by voters in 2024 (Resolutions 5866-01-2024, 5946-05-2024).
The Convention Center Venue Project is located at the intersection of Houston Street and 12th Street in downtown Fort Worth. The facility was
opened in 1968 as the Tarrant County Civic Center. The County operated the facility until the mid-1990s when the City assumed ownership of the
facility. The City then renovated and expanded the facility. These improvements were completed in 2003.
In order for the Fort Worth Convention Center to maintain its competitive position in the markets served by the Venue Project, capital investments
are required to maintain and improve its facilities. The capital investments to be funded by proceeds from this debt issuance include
Expansion and Renovation of the Fort Worth Convention Center: Since the City -funded renovation that was completed in 2003, the facility has
received limited investment. A 2019 study recommended an expansion and renovation of the facility to match the growth and appeal of Fort Worth
as a destination for conventions and meetings.
Phase 2 demolishes the 1968 arena, and in its place builds a new exhibit hall, meeting rooms, and a new ballroom. The total cost of this work is
estimated at $606,000,000.00. The design of the phase will begin upon funding. Construction mobilization is projected to begin in the fourth
quarter of 2026, with construction estimated to be completed by the and of 2029. The $65,000,000.00 referenced above, will fund the design
contract for the project and provides for Phase 2 pre -construction work to be performed after the completion of Phase 1 and before the start of
Phase 2.
Staff is recommending that these bonds be sold through a negotiated bid sale with the City Manager or the Chief Financial Officer having authority
to approve the terms of the sale so long as those terms come within the parameters set forth in the Council -adopted ordinance. The City
conducted a competitive Request for Qualifications process and received 35 bids. After a thorough evaluation and scoring process, we selected
Wells Fargo, Hilltop and Cabrera Capital Markets as the underwriting syndicate for the transaction. Key parameters include that the bonds must be
rated in one of the four highest generic rating categories (BBB or higher); the maximum maturity is March 1, 2055; maximum true interest cost of
6.00%; and maximum net effective interest rate, calculated per chapter 1204 of the Government Code, is 15.00%.
Rating agency calls with Moody's, Fitch, and Kroll will be conducted prior to the sale of the bonds. Ratings are anticipated to be received the week
of May 12, 2025. Pricing is scheduled for June 10, 2025 with an anticipated closing date of July 9, 2025. Subsequent to accepting the
underwriters' bid and awarding the sale of the bonds, the City will seek approval of the debt transactions from the Texas Attorney General.
The attached appropriation ordinance reflects the maximum appropriation amount for bond proceeds. Its structure accommodates variables
associated with sale of debt. To the extent numbers at closing are less than those reflected in the ordinance, the available appropriation amount
will be reduced as needed to reflect final figures based on the closing documents to ensure appropriations do not exceed actuals.
A Form 1295 is not required because: This M&C does not request approval of a contract with a business entity.
FISCAL INFORMATION CERTIFICATION,
The Director of Finance certifies that upon adoption of the attached ordinances, the sale of the 2025 Special Tax bonds will occur as required
under the parameters set forth therein and that funds will be available in the Spcial Tax Rev Bnd Serie 2025B Fund to record the appropriate and
necessary transactions. Prior to any expenditures being incurred, the Public Events Department and Financial Management Services Department
have the responsibility to validate the availability of funds.
Submitted for City Managers Office b . Reginald Zeno 8517
Originating Business Unit He Reginald Zeno 8517
Additional InLormatloo C ntact• Anthony Rousseau 8338
Expedited
ADOPTED AND EFFECTIVE May 13, 2025.
City of Fort Worth, Texas
i Secretary
APPROVED AS TO FORM AND LEGALITY:
ity, Attorney
p5,
(SEAL)
Signature Page - Ordinance Authorizing Issuance of
City of Fort Worth, Texas Special Tar Revenue Bonds (Convention Center Venue Project), Series 2025
32
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
May 13, 2025, and of the ordinance authorizing the issuance of Special Tax Revenue Bonds
(Convention Center Venue Project), Series 2025, 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 May, 2025.
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