Ord 12-2020 HOT Venue Project Tax Revenue Bonds 3/3/2020ORDINANCE 12-2020
AUTHORIZING THE ISSUANCE OF CITY OF WICHITA FALLS, TEXAS VENUE TAX REVENUE
BONDS (HOTEL OCCUPANCY TAX), SERIES 2020; ESTABLISHING PROCEDURES AND
DELEGATING AUTHORITY FOR THE SALE AND DELIVERY OF THE BONDS; PROVIDING FOR
THE SECURITY FOR AND PAYMENT OF SUCH BONDS; AND AUTHORIZING AND ENACTING
OTHER MATTERS AND PROVISIONS RELATING TO THE SUBJECT
THE STATE OF TEXAS
COUNTY OF WICHITA
CITY OF WICHITA FALLS
WHEREAS, the City of Wichita Falls, Texas (the "City" or the "Issuer") is a "home -rule" city
operating under ahome-rule charter adopted pursuant to Section 5 of Article XI ofthe Texas Constitution (the
"City Charter"), with a population according to the latest decennial census of in excess of 50,000; and
WHEREAS, Chapter 334 of the Texas Local Government Code, as amended (the "Act"), authorizes
the City Council of the City (the "City Council") to designate various sports and community related capital
improvements as "venue projects" and to designate one or more methods of financing authorized by the Act
to finance the venue projects, subject to approval of the voters in an election called for such purposes; and
WHEREAS, in accordance with requirements in the Act, on June 4, 2019, the City Council adopted a
resolution designating the City's Multi -Purpose Event Center and the performance hall in the Memorial
Auditorium (the "Venue Project Resolution") as venue projects in accordance with the Act, and designating
each method of financing under the Act proposed to be used for the Venue Project, subject to voter approval
at an election called for such purposes; and
WHEREAS, by letter dated June 19, 2019, the Texas Comptroller of Public Accounts (the
"Comptroller") notified the City of the Comptroller's determination that approval and implementation of the
Venue Project Resolution and the Venue Project would have no significant negative fiscal impact on state
revenue; and
WHEREAS, on August 6, 2019, the City Council adopted an ordinance calling for and ordering a
special election to be held on November 5, 2019 (the "Election"), at which all qualified voters of the City
would have the opportunity to vote on the questions of approving and implementing the Venue Project
Resolution designating the Multi -Purpose Event Center and the performance hall in Memorial Auditorium as
venue projects and authorizing an additional hotel occupancy tax at a rate not to exceed two percent (2%) (the
"Venue Tax") to provide a payment source for revenue bonds or other obligations issued by the City to
finance the Venue Project; and
WHEREAS, at the Election, a majority of the voters of the City voting in the election voted in favor
of the propositions authorizing the City to provide for the Venue Project, and to impose the Venue Tax for the
purpose of financing the Venue Project; and
WHEREAS, the City Council canvassed the returns of the Election and declared the favorable results
of the Election on November 12, 2019; and
WHEREAS, the City Council has found and determined that it is in the best interests of the City to
impose the Venue Tax authorized by the voters at the Election with the revenue from such taxes to be pledged
as security for and payment of revenue bonds, the proceeds of which shall benefit the Venue Project; and
WHEREAS, the City Council adopted an ordinance on December 17, 2019 imposing the Venue Tax
(the "Venue Tax Ordinance"); and
WHEREAS, in accordance with the Venue Tax Ordinance, the Act and the City Charter, the City
began collecting the Venue Tax on January 17, 2020 and depositing such collections in the Venue HOT
Account within the Venue Project Fund for purposes of paying costs of the Venue Project, including the
payment of the proposed bonds; and
WHEREAS, the Act authorizes the City to "issue bonds, including revenue bonds and refunding
bonds, or other obligations to pay the costs of the approved venue project" and provides that "bonds or other
obligations must be payable from and secured by the revenues in the venue project fund"; and
WHEREAS, pursuant to the Act, the City Council now seeks to authorize the issuance of revenue
bonds secured by the Venue Tax (the "Bonds") to fund the costs of the Venue Project; and
WHEREAS, the City is an "Issuer" under Section 1371.001(4)(M), Texas Government Code; and
WHEREAS, the Venue Project is an "Eligible Project" under Section 1371.001(2)(F), Texas
Government Code; and
WHEREAS, the Bonds hereinafter authorized are to be issued, sold and delivered pursuant to the
general laws of the State of Texas, including the Act, Chapter 1371, Texas Government Code, and the City
Charter; and
WHEREAS, it is now deemed necessary and advisable that said Bonds be issued for the purpose set
forth herein, in the amounts and with the terms to be provided in the Pricing Certificate; and
WHEREAS, it is officially found, determined, and declared that the meeting at which this Ordinance
has been adopted was open to the public and public notice of the time, place and subject matter of the public
business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required
by the applicable provisions of Texas Government Code, Chapter 551; Now, Therefore:
Section 1. DEFINITIONS.
"2020 Construction Account" means the account within the Venue Project Fund created in Section 8
this Ordinance.
"2020 Reserve Fund" means the special fund created, established and maintained by the provisions
of Sections 7 and 11 of this Ordinance and funded, if at all, as set forth in the Pricing Certificate.
"Additional Senior Lien Obligations" means bonds, notes, warrants, certificates of obligation,
contractual obligations or other Debt which the Issuer reserves the right to issue or enter into, as the case may
be, in the future under the terms and conditions provided in Section 16 of this Ordinance and which
obligations are equally and ratably secured solely by a first lien on and pledge of the Pledged Revenues on a
parity with the Bonds.
"AnnualDebt Service Requirements" means, as of the date of calculation, the principal of and interest
on all Senior Lien Obligations coming due at Maturity or Stated Maturity (or that could come due on demand
of the owner thereof or other demand conditioned upon default by the Issuer on such Debt, or be payable in
respect of any required purchase of such Debt by the Issuer) in such Year, and, for such purposes, the
following rules may apply at the election of the Issuer:
(1) Principal of and interest on Bonds and Additional Senior Lien Obligations, or portions
thereof, shall not be included in the computation of the Annual Debt Service Requirements for any
Year for which such principal or interest are payable from funds on deposit or set aside in trust for the
payment thereof at the time of such calculations (including without limitation capitalized interest and
accrued interest so deposited or set aside in trust) with a financial institution acting as fiduciary or
escrow agent with respect to the payment or defeasance of such Debt; and
(2) With respect to any calculation of historic data, only those payments actually made in the
subject period shall be taken into account in making such calculation and, with respect to prospective
calculations, only those payments reasonably expected to be made in the subject period shall be taken
into account in making the calculation.
"Average Annual Debt Service Requirements" means that average amount which, at the time of
computation, will be required to pay the Annual Debt Service Requirements when due (either at Maturity or
Stated Maturity) and derived by dividing the total of such Annual Debt Service Requirements by the number
of Years then remaining before Maturity or Stated Maturity of such Senior Lien Obligations. For the
purposes of this definition, a fractional period of a Year shall be treated as an entire Year. Capitalized interest
payments provided from bond proceeds, accrued interest on any Debt, and interest earnings thereon shall be
excluded in making such computation.
"Bonds" means, the City of Wichita Falls, Texas Venue Tax Revenue Bonds (Hotel Occupancy Tax),
Series 2020 authorized by this Ordinance and in the amounts and containing the terms set forth in the Pricing
Certificate.
"City Council" means the governing body of the Issuer.
"Code " means the Internal Revenue Code of 1986, as amended, and the applicable regulations and
rules promulgated in connection therewith.
"Debt" means all indebtedness for borrowed money payable from Pledged Revenues incurred by the
Issuer that, in accordance with generally accepted accounting principles, are shown on the liability side of a
balance sheet. For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or
prior to the Maturity thereof, there shall have been deposited with the proper depository (a) the necessary
funds (or investments that will provide sufficient funds, if permitted by the instrument creating such Debt) for
the payment, redemption, or satisfaction of such Debt or (b) evidence of such Debt deposited for cancellation;
and thereafter it shall not be considered Debt. No item shall be considered Debt unless such item constitutes
indebtedness under generally accepted accounting principles applied on a basis consistent with the financial
statements of the Issuer in prior Years.
"Defeasance Securities" means a security described in Section 20 of this Ordinance.
"Depository" means one or more official depository banks of the Issuer.
"DTC" means The Depository Trust Company, New York, New York.
"DTC Participant" means securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations on whose behalf DTC was created to hold securities to facilitate
the clearance and settlement of securities transactions among DTC Participants.
"Designated Financial Officer" means the City Manager, orthe Chief Financial Officer of the Issuer,
or such other financial or accounting official of the Issuer so designated by the Issuer.
"Event of Default" means an event as described in Section 25 of this Ordinance.
"Holder" or "Holders" means the registered owner, whose name appears in the Registration Books,
for any Senior Lien Obligation.
"Interest and Sinking Fund" means the special fund created and maintained pursuant to the provisions
of Sections 7 and 10 of this Ordinance.
"Issuer" means the City of Wichita Falls, Texas, in Wichita County, Texas.
"Maturity" means, when used with respect to any Debt, the date on which the principal of such Debt
or any installment thereof becomes due and payable as therein provided, whether at the Stated Maturity
thereof, or call for redemption, mandatory sinking fund redemption, if applicable, or otherwise.
"Maximum Annual Debt Service Requirements" means the greatest requirement of Annual Debt
Service Requirements (taking into account mandatory sinking fund redemption requirements) scheduled to
occur in any future Year or in the then current Year for the particular obligations for which such calculation is
made. Capitalized interest payments provided from Debt proceeds, accrued interest on any Debt, and interest
earnings thereon shall be excluded in making such computation.
"Ordinance" means this ordinance finally adopted by the City Council on March 3, 2020.
"outstanding" means, when used with respect to Senior Lien Obligations, as of the date of
determination, all Senior Lien Obligations theretofore delivered under this Ordinance and any ordinance
authorizing Additional Senior Lien Obligations, except:
(1) Senior Lien Obligations theretofore cancelled and delivered to the Issuer or delivered to the
Paying Agent/Registrar for cancellation;
(2) Senior Lien Obligations deemed paid or defeased pursuant to the provisions of this
Ordinance or any comparable section of any ordinance authorizing Additional Senior Lien Obligations;
(3) Senior Lien Obligations upon transfer of or in exchange for and in lieu of which other
Senior Lien Obligations have been authenticated and delivered pursuant to this Ordinance and any
ordinance authorizing Additional Senior Lien Obligations; and
(4) Senior Lien Obligations under which the obligations of the Issuer have been released,
discharged or extinguished in accordance with the terms thereof.
"Paying Agent/Registrar" means the paying agent/registrar for the Bonds, described in Section 4(a)
hereof and identified in the Pricing Certificate.
"Perm ittedlnvestments" means any security orobligation orcombination thereofpermittedunder the
Public Funds Investments Act, Chapter 2256, Texas Government Code, as amended or other applicable law.
"Pledged Revenues" means those revenues derived throughout the City from the imposition of the
Venue Tax.
"Pricing Certificate" means the pricing certificate to be executed by the Pricing Officer and setting
forth the terms of the Bonds.
"Pricing Officer" means the Mayor, City Manager and/or the Chief Financial Officer ofthe Issuer, set
forth in Section 3 of this Ordinance.
"Rating Agency" means any recognized securities rating agency which rates municipal bonds,
including Fitch Ratings, Moody's Investors Service, Inc., S&P Global Ratings and Kroll Bond Rating
Agency, and any successors and assigns of such rating agencies.
"Record Date" means Record Date as defined in the Form of Bonds attached to the Pricing
Certificate.
"Registration Books " means the books or records for the registration of the transfer, conversion and
exchange of the Bonds kept by the Paying Agent/Registrar.
"Required Reserve Amount" means the amount, if any, required to be maintained in the 2020 Reserve
Fund pursuant to the provisions of Section I I(a) of this Ordinance and/or the Pricing Certificate.
"Required Reserve Fund Deposits" means the deposits and credits, if any, required to be made to the
2020 Reserve Fund pursuant to the provisions of Section 11 of this Ordinance.
"Reserve Fund Obligation" means, to the extent permitted by law, (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 a Rating Agency having an outstanding rating on Senior Lien
Obligations, or a Rating Agency that will be issuing a rating on Senior Lien Obligations that would be
secured by the Reserve Fund Obligation, would rate the Senior Lien Obligations fully insured by a standard
policy issued by the issuer of such Reserve Fund Obligation in its three highest generic rating categories for
such obligations; and (ii) a letter or line of credit issued by any financial institution, provided that a Rating
Agency having an outstanding rating on the Senior Lien Obligations would rate the Senior Lien Obligations
in any one of its three highest generic rating categories for such obligations if the letter or line of credit
proposed to be issued by such financial institution secured the timely payment of the entire principal amount
of the Senior Lien Obligations and the interest thereon.
"Reserve Fund Obligation Payment" means any subrogation payment the Issuer is obligated to make
from Pledged Revenues deposited in the 2020 Reserve Fund with respect to a Reserve Fund Obligation.
"Senior Lien Obligations" means the Bonds and any Additional Senior Lien Obligations hereafter
issued by the Issuer or obligations issued to refund any of the foregoing (as determined within the sole
discretion of the City Council in accordance with applicable law) if issued in a manner that provides that the
refunding bonds are payable from and equally and ratably secured by a first lien on and pledge of the Pledged
Revenues.
"Senior Lien Obligation Reserve Requirement" means the amount or a manner of calculating the
amount established by each ordinance authorizing the issuance of Senior Lien Obligations that are to be
secured by a debt service reserve fund to be held and maintained on deposit therein. With respect to the
Bonds, such amount is the Required Reserve Amount identified in Section I I(a) hereof.
"Stated Maturity" means the annual principal payments of the Senior Lien Obligations payable on
the respective dates set forth in the ordinances which authorized the issuance of such Senior Lien Obligations.
"Subordinate Lien Obligations" means any bonds, notes, warrants, certificates of obligation,
contractual obligations or other Debt issued by the Issuer that are payable from or reasonably expected to be
payable in whole from, and equally and ratably secured by a lien on and pledge of the Pledged Revenues,
such pledge being subordinate and inferior to the lien on and pledge of the Pledged Revenues that are or will
be pledged to the payment of any Senior Lien Obligations issued by the Issuer.
"Venue HOT Account" means the account created in the Venue Tax Ordinance and continued in
Sections 7(b) and 8(b) of this Ordinance.
"Venue Project" means the renovation and improvement of the Multi -Purpose Event Center and the
performance hall in the Memorial Auditorium and other purposes permitted by the Act as approved by voters
in the City at the Election.
"Venue Project Fund " means the fund created in the Venue Tax Ordinance and continued in Section
7(a) of this Ordinance.
"Venue Tax" means the additional hotel occupancy tax imposed in the City at a rate not to exceed
two percent (2%) for the purpose of financing the Venue Project as set forth in the Venue Tax Ordinance.
"Venue Tax Ordinance" means the ordinance of the City Council adopted on December 17, 2019
imposing the Venue Tax;
"Year" means the regular fiscal year used by the Issuer, currently ending September 30 of each year,
which may be any twelve consecutive month period established by the Issuer.
Section 2. RECITALS, AMOUNT, PURPOSE AND DESIGNATION OF THE BONDS.
(a) The recitals set forth in the preamble hereof are incorporated herein and shall have the same force
and effect as if set forth in this Section.
(b) The bonds of the City of Wichita Falls, Texas (the "Issuer") are hereby authorized to be issued
and delivered in the aggregate principal amount hereinafter provided for the public purpose of providing
funds to pay the costs of the Venue Project, to fund the 2020 Reserve Fund, and to pay the costs incurred in
connection with the issuance of the Bonds all as may be more fully set forth in the Pricing Certificate.
(c) Each bond issued pursuant to this Ordinance shall be designated: "CITY OF WICHITA FALLS,
TEXAS, VENUE TAX REVENUE BONDS (HOTEL OCCUPANCY TAX), SERIES 2020" and initially
there shall be issued, sold, and delivered hereunder fully registered Bonds, without interest coupons, payable
to the respective registered owners thereof (with the initial bonds being made payable to the initial purchaser
as described in Section 24 hereof), or to the registered assignee or assignees of said bonds or any portion or
portions thereof (in each case, the "Registered Owner"). The Bonds shall be in the respective denominations
and principal amounts, shall be numbered, shall mature and be payable on the date or dates in each of the
years and in the principal amounts, and shall bear interest to their respective dates of maturity or redemption
prior to maturity at the rates per annum, and have such other provisions as set forth in the Pricing Certificate
for such series of Bonds.
Section 3. DELEGATION TO PRICING OFFICER.
(a) As authorized by Chapter 1371, Texas Government Code, as amended, the Mayor, City Manager
and Chief Financial Officer, or any of them (each a "Pricing Officer"), are each hereby authorized to act on
behalf of the Issuer in selling and delivering the Bonds, including, whether the Bonds shall be sold in one or
more series and the date of sale and delivery of the Bonds, any additional or different designation or title by
which the Bonds shall be known, the prices at which the Bonds will be sold, the years in which the Bonds will
mature, the principal amount to mature in each of such years, the rate of interest to be borne by each such
maturity, the interest payment and record dates, the price and terms upon and at which the Bonds shall be
subject to redemption prior to maturity at the option of the Issuer, as well as any mandatory sinking fund
redemption provisions, whether the Bonds of any series shall be issued on a tax-exempt or taxable basis,
whether the Bonds of any series shall be designated as "qualified tax-exempt obligations" as defined in
section 265(b)(3) of the Internal Revenue Code of 1986, as amended, conforming the Issuer's continuing
disclosure agreement to comply with the requirements of SEC Rule 15c2-12, and any and all other matters
relating to the issuance, sale, and delivery of the Bonds, including, obtaining municipal bond insurance for all
or any portion of the Bonds and obtaining a Reserve Fund Obligation in connection with the Bonds, including
the execution of any credit agreements, commitment agreements, membership agreements in mutual insurance
companies, and other similar agreements, if it is determined that such insurance would be financially desirable
and advantageous, and providing for the terms and provisions thereof applicable to the Bonds, all of which
shall be specified in the Pricing Certificate; provided that:
(i) the aggregate original principal amount of the Bonds shall not exceed $6,575,000.00;
(ii) the maximum true interest cost of the Bonds shall not exceed 5.00% per annum;
(iii) the final maturity of the Bonds will be no later than a date that is 30 years from the date
of issuance of the Bonds;
(iv) the delegation made hereby shall expire if not exercised by the Pricing Officer within
twelve (12) months of the date of adoption of this Ordinance.
(b) In establishing the aggregate principal amount ofthe Bonds, the Pricing Officer shall establish an
amount not exceeding the amounts authorized in Subsection (a) hereof, which shall be sufficient in amount to
provide for the purposes for which the Bonds are authorized and to pay costs of issuing the Bonds. The
Bonds shall be sold with and subject to such terms as set forth in the Pricing Certificate.
(c) The Pricing Officer shall determine whether the Bonds will be sold by private placement or
negotiated or competitive sale.
(d) If the Pricing Officer determines that the Bonds should be sold by a negotiated sale, the Pricing
Officer shall designate the senior managing underwriter for the Bonds and such additional investment banking
firms as deemed appropriate to assure that the Bonds are sold on the most advantageous terms to the Issuer.
The Pricing Officer, acting for and on behalf of the Issuer, is authorized to enter into and carry out the terms
of a bond purchase agreement for the Bonds to be sold by negotiated sale, with the underwriter(s) thereof at
such price, with and subject to such terms as determined by the Pricing Officer subject to the parameters set
forth in this Ordinance. Any such bond purchase agreement shall be substantially in a form and substance
acceptable to the Pricing Officer. The Pricing Officer shall cause to be prepared an official statement in such
manner as the Pricing Officer deems appropriate.
(e) If the Pricing Officer determines that the Bonds should be sold at a competitive sale, the Pricing
Officer shall cause to be prepared a notice of sale and official statement in such manner as the Pricing Officer
deems appropriate, to make the notice of sale and official statement available to those institutions and firms
wishing to submit a bid for the Bonds, to receive such bids, and to award the sale of the Bonds to the bidder
submitting the best bid in accordance with the provisions of the notice of sale.
Section 4. CHARACTERISTICS OF THE BONDS.
(a) Appointment of Pang Agent/Registrar. The selection and appointment of the Paying
Agent/Registrar shall be as provided in the Pricing Certificate. The Pricing Officer is authorized and directed
to execute and deliver in the name and on behalf of the Issuer a Paying Agent/Registrar Agreement with the
Paying Agent/Registrar in substantially the form presented at this meeting.
(b) Registration, Transfer, Conversion and Exchange. The Issuer shall keep or cause to be kept
Registration Books at the corporate trust office of the Paying Agent/Registrar, and the Issuer 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 Issuer and
Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations,
transfers, conversions and exchanges as herein provided within three (3) days of presentation in due and
proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the
registered owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein
provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in writing of
the address to which payments shall be mailed, and such interest payments shall not be mailed unless such
notice has been given. The Issuer shall have the right to inspect the Registration Books during regular
business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the
Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by
any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for
making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds.
Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner
provided and with the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond
shall bear a letter and/or number to distinguish it from each other Bond.
(c) Authentication. Except as provided in subsection (i) of this section, an authorized representative
of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said Bond,
and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying
Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange.
No additional ordinances, orders or resolutions need be passed or adopted by the governing body of the Issuer
or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or
portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution and delivery of the
substitute Bonds in the manner prescribed herein. Pursuant to Subchapter D, Chapter 1201, Texas
Government Code, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the
Paying Agent/Registrar, and, upon the execution of said Bond, the converted and exchanged Bond shall be
valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds which initially
were issued and delivered pursuant to this Ordinance, approved by the Attorney General, and registered by
the Comptroller of Public Accounts.
(d) Payment of Principal and Interest. The Issuer hereby further appoints the Paying Agent/Registrar
to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this
Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the
Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all
replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on
a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a
"Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment
of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be fifteen (15) days after the Special Record Date) shall be
sent at least five (5) business days prior to the Special Record Date by United States mail, first class postage
prepaid, to the address of each registered owner appearing on the Registration Books at the close of business
on the last business day next preceding the date of mailing of such notice.
(e) Payment to Registered Owner. Notwithstanding any other provision of this Ordinance to the
contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose
name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of
payment of principal and interest with respect to such Bond, for the purpose of registering transfers with
respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all
principal of and interest on the Bonds only to or upon the order of the registered owners, as shown in the
Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and
all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with
respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No
person other than a registered owner, as shown in the Registration Books, shall receive a Bond certificate
evidencing the obligation of the Issuer to make payments of principal and interest pursuant to this Ordinance.
(f) Paying Agent/Registrar. The Issuer covenants with the registered owners of the Bonds that at all
times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust
company, financial institution or other agency to act as and perform the services of Paying Agent/Registrar
for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. 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.
(g) Substitute Paying Agent/Registrar. The Issuer reserves the right to, and may, at its option, change
the Paying Agent/Registrar upon not less than one hundred -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 Issuer
covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial
institution, or other agency to act as Paying Agent/Registrar under this 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 Bonds,
to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying
Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying
Agent/Registrar to each registered owner of the Bonds, by United States mail, first-class postage prepaid,
which notice also shall give the address of the new Paying Agent/Registrar.
(h) Book -Entry OnlyS sue. The Bonds issued in exchange for the Bonds initially issued to the
purchaser or purchasers specified herein shall be initially issued in the form of a separate single fully
registered Bond for each of the maturities thereof and the ownership of each such Bond shall be registered in
the name of Cede & Co., as nominee of DTC, and except as provided in subsections 0) and (k) of this
Section, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC.
(i) Blanket Letter of Representations. The previous execution and delivery of the Blanket Letter of
Representations with respect to obligations of the Issuer is hereby ratified and confirmed; and the provisions
thereof shall be fully applicable to the Bonds. Notwithstanding anything to the contrary contained herein,
while the Bonds are subject to DTC's Book -Entry Only System and to the extent permitted by law, the Letter
of Representations is hereby incorporated herein and its provisions shall prevail over any other provisions of
this Ordinance in the event of conflict.
0) Bonds Registered in the Name of Cede & Co. With respect to Bonds registered in the name of
Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or
obligation to any DTC Participant to hold securities to facilitate the clearance and settlement of securities
transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds an
interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer and the Paying
Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of
DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the
delivery to any DTC Participant or any other person, other than a registered owner of Bonds, as shown on the
Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or
any other person, other than a registered owner of Bonds, as shown in the Registration Books of any amount
with respect to principal of or interest on the Bonds. Upon delivery by DTC to the Paying Agent/Registrar of
written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and
subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered owner
at the close of business on the Record date, the words "Cede & Co." in this Ordinance shall refer to such new
nominee of DTC.
(k) Successor Securities Depository: Transfers Outside Book -Entry OnlyS sue. In the event that
the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the
representation letter of the Issuer to DTC or that it is in the best interest of the beneficial owners of the Bonds
that they be able to obtain certificated Bonds, the Issuer shall (i) appoint a successor securities depository,
qualified to act as such under Section 17A of the Securities and Exchange Act of 1934, as amended, notify
DTC and DTC Participants of the appointment of such successor securities depository and transfer one or
more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the
availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having
Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being
registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in
the name of the successor securities depository, or its nominee, or in whatever name or names registered
owners transferring or exchanging Bonds shall designate, in accordance with the provisions ofthis Ordinance.
(1) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary,
so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect
to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given,
respectively, in the manner provided in the representation letter of the Issuer to DTC.
(m) General Characteristics of the Bonds. The Bonds (i) shall be issued in fully registered form,
without interest coupons, with the principal of and interest on such Bonds to be payable only to the Registered
Owners thereof, (ii) may and shall be redeemed prior to their scheduled maturities, (iii) may be transferred
and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall have the characteristics, (vi)
shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Bonds shall be
payable, and (viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain
duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as
required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bonds initially issued and
delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated by the Paying
Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond orBonds
issued under this Ordinance the Paying Agent/Registrar shall execute the Paying Agent/registrar's
Authentication Bond, in the FORM OF BOND set forth in this Ordinance.
(n) Cancellation of Initial Bonds. On the closing date, one initial Bond representing the entire
principal amount of a series of the Bonds, payable in stated installments to the initial purchaser designated in
Section 24 or its designee, executed by manual or facsimile signature of the Mayor and City Clerk of the
Issuer, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of
Public Accounts of the State of Texas, will be delivered to such purchaser or its designee. Upon payment for
such initial Bond, the Paying Agent/Registrar shall cancel such initial Bond and deliver to DTC on behalf of
such purchaser one registered defmitive Bond for each year of maturity of such Bonds, in the aggregate
principal amount of all of the Bonds for such maturity, registered in the name of Cede & Co., as nominee of
DTC. To the extent that the Paying Agent/Registrar is eligible to participate in DTC's FAST System,
pursuant to an agreement between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall
hold the definitive Bonds in safekeeping for DTC.
Section 5. FORM OF BONDS. The form of the Bonds, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration Certificate
of the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds initially issued and
delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate
variations, omissions or insertions as are permitted or required by this Ordinance, and with the Bonds to be
completed with information set forth in the Pricing Certificate.
(a) Form of Bond.
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF WICHITA FALLS, TEXAS
VENUE TAX REVENUE BOND (HOTEL OCCUPANCY TAX)
SERIES 2020
Interest Rate Delivery Date Maturity Date CUSIP No.
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the City of Wichita Falls, in Wichita County, Texas
(the "Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby promises
to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered
Owner"), on the Maturity Date specified above, the Principal Amount specified above. The Issuer promises
to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-
day months) from — at the Interest Rate per annum specified above. Interest is payable on
and semiannually on each and thereafter to the
Maturity Date specified above, or the date of redemption prior to maturity; except, if this Bond is required to
be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such
principal amount shall bear interest from the interest 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 interest
payment date, in which case such principal amount shall bear interest from such next following interest
payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or
Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear
interest from the date to which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United
States of America, without exchange or collection charges. The principal of this Bond shall be paid to the
Registered Owner hereof upon presentation and surrender of this Bond at maturity, or upon the date fixed for
its redemption prior to maturity, at the principal corporate trust office of ,
which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall
be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by
check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable
solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the "Bond
Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and
such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage
prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on
the day of the month preceding each such date (the "Record Date") on the Registration
Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, interest may be paid by such
other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the
Registered Owner. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by
the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the
Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which
shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the
Special Record Date by United States mail, first-class postage prepaid, to the address of each owner of a Bond
appearing on the Registration Books at the close of business on the last business day next preceding the date
of mailing of such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior to maturity
as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for
payment or redemption at the principal corporate trust office of the Paying Agent/Registrar. The Issuer
covenants with the Registered Owner of this Bond that on or before each principal payment date and interest
payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and
Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in
immediately available funds, of all principal of and interest on the Bonds, when due.
IF THE DATE for any payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate trust
office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date
for such payment shall be the next succeeding day that is not such a Saturday, Sunday, legal holiday or day on
which banking institutions are authorized to close; and payment on such date shall have the same force and
effect as if made on the original date payment was due.
THIS BOND is one of a series of Bonds dated , authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of $
for the public purposes of renovating and improving the Multi -Purpose Event Center and the performance hall
in the Memorial Auditorium as more fully set forth in the Bond Ordinance and to pay the costs incurred in
connection with the issuance of the Bonds.
ON , or on any date thereafter, the Bonds of this series may be redeemed
prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and
lawful source, as a whole, or in part, and, if in part, the particular Bonds, or portions thereof, to be redeemed
shall be selected and designated by the Issuer (provided that a portion of a Bond may be redeemed only in an
integral multiple of $5,000), at a redemption price equal to the principal amount to be redeemed plus accrued
interest to the date fixed for redemption.
THE BONDS scheduled to mature on in the years_ and_ (the "Term Bonds")
are subject to scheduled mandatory redemption by the Paying Agent/Registrar by lot, or by any other
customary method that results in a random selection, at a price equal to the principal amount thereof, plus
accrued interest to the redemption date, out of moneys available for such purpose in the interest and sinking
fund for the Bonds, on the dates and in the respective principal amounts, set forth in the following schedule:
Term Bond
Maturity: ,
Principal
Mandatory Redemption Date Amount
Term Bond
Maturity: ,
Principal
Mandatory Redemption Date Amount
maturity) (maturity)
The principal amount of Term Bonds of a stated maturity required to be redeemed on any mandatory
redemption date pursuant to the operation of the mandatory sinking fund redemption provisions shall be
reduced, at the option of the Issuer, by the principal amount of any Term Bonds of the same maturity which,
at least fifty (50) days prior to a mandatory redemption date (1) shall have been acquired by the Issuer at a
price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase
thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and
canceled by the Paying Agent/Registrar at the request of the Issuer at a price not exceeding the principal
amount of such Term Bonds plus accrued interest to the date of purchase, or (3) shall have been redeemed
pursuant to the optional redemption provisions and not theretofore credited against a mandatory redemption
requirement.
AT LEAST THIRTY (30) days prior to the date fixed for any redemption of Bonds or portions
thereof prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by
United States mail, first-class postage prepaid, at least thirty (30) days prior to the date fixed for any such
redemption, to the Registered Owner of each Bond to be redeemed at its address as it appeared on the
business day prior to the mailing of such redemption notice; provided, however, that the failure of the
Registered Owner to receive such notice, or any defect therein or in the sending or mailing thereof, shall not
affect the validity or effectiveness of the proceedings for the redemption of any Bond. By the date fixed for
any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the
required redemption price for the Bonds or portions thereof that are to be so redeemed. If such written notice
of redemption is sent and if due provision for such payment is made, all as provided above, the Bonds or
portions thereof that are to be so redeemed thereby automatically shall be treated as redeemed prior to their
scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be
regarded as being outstanding except for the right of the Registered Owner to receive the redemption price
from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Bond shall
be redeemed, a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in
any denomination or denominations in any integral multiple of $5,000, at the written request of the Registered
Owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the
Registered Owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in
the Bond Ordinance.
IF AT THE TIME OF MAILING of notice of optional redemption there shall not have eitherbeen
deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available funds
sufficient to redeem all the Bonds called for redemption, such notice may state that it is conditional, and is
subject to the deposit of the redemption moneys with the Paying Agent/Registrar or legally authorized escrow
agent at or prior to the redemption date, and such notice shall be of no effect unless such moneys are so
deposited on or prior to the redemption date. If such redemption is not effectuated, the Paying
Agent/Registrar shall, within five (5) days thereafter, give notice in the manner in which the notice of
redemption was given that such moneys were not so received and shall rescind the redemption.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond Ordinance, this
Bond may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned,
transferred, converted into and exchanged for a like aggregate principal amount of fully registered Bonds,
without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may
be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing
by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond
to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the
Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented
and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and
with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond
or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose
name or names this Bond or any such portion or portions hereof is or are to be registered. The form of
Assignment printed or endorsed on this Bond may be executed by the Registered Owner to evidence the
assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the
Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions
hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or
customary fees and charges for assigning, transferring, converting and exchanging any Bond or portion
thereof will be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be paid
with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as
a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to
make any such transfer, conversion, or exchange (i) during the period commencing with the close of business
on any Record Date and ending with the opening of business on the next following principal or interest
payment date, or (ii) with respect to any Bond or any portion thereof called for redemption prior to maturity,
within forty-five (45) days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or
otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint
a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the
Registered Owners of the Bonds.
THE BONDS are special obligations of the Issuer payable solely from and equally secured by a first
lien on and pledge of the Pledged Revenues as defined and as more fully set forth in the Bond Ordinance.
Reference is hereby made to the Bond Ordinance for a more complete statement of the covenants and
provisions securing the payment of this Bond and the series of which it is one.
THE ISSUEREXPRESSLY RESERVES the right to issue further and additional obligations equally
secured by a lien on and pledge of the Pledged Revenues on a parity with the Bonds of this issue; provided,
however, that any and all such additional Senior Lien Obligations may be issued only in accordance with and
subject to the covenants, conditions, limitations and restrictions relating thereto which are set out and
contained in the Bond Ordinance, to which reference is hereby made for more complete and full particulars.
The Issuer has further reserved the right in the Bond Ordinance to issue Subordinate Lien Obligations payable
from the Pledged Revenues.
THE HOLDER HEREOF shall never have the right to demand payment of this obligation out of any
funds raised or to be raised by taxation or from any sources whatsoever other than those described in the
Bond Ordinance.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly authorized,
issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done
precedent to or in the authorization, issuance and delivery of this Bond have been performed, existed and been
done in accordance with law.
THE ISSUER HAS RESERVED THE RIGHT to amend the Bond Ordinance as provided therein, and
under some (but not all) circumstances amendments thereto must be approved by the Registered Owners of a
majority in aggregate principal amount of the outstanding Bonds.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges all
of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions,
acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes
and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the
Bond Ordinance constitute a contract between each Registered Owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile
signature of the Mayor of the Issuer (or in the Mayor's absence, the Mayor Pro Tern of the Issuer) and
countersigned with the manual or facsimile signature of the City Clerk of said Issuer, and has caused the
official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond.
(signature) (signature)
City Clerk Mayor
(SEAL)
(b) Form of Paying Agent/Registrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration Certificate
of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance
described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in
exchange for, a bond, bonds, or a portion of a bond or bonds of a series that 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:
(c) Form of Assignment.
Paying Agent/Registrar
By:
Authorized Representative
ASSIGNMENT
(Please print or type clearly)
For value received, the undersigned hereby sells, assigns and transfers unto:
Transferee's Social Security or Taxpayer Identification Number:
Transferee's name and address, including zip code:
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the within
Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by an
eligible guarantor institution participating in a
securities transfer association recognized signature
guarantee program.
NOTICE: The signature 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.
(d) Form of Registration Certificate of the Comptroller of Public Accounts.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTERNO.
I hereby certify that there is on file and of record in my office a true and correct copy of the opinion
of the Attorney General of the State of Texas approving this Bond and that this Bond has been registered this
day by me.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLERS SEAL)
(e) Initial Bond Insertions.
(i) The initial Bond shall be in the form set forth is paragraph (a) of this Section, except that:
A. immediately under the name of the Bond, the headings "Interest Rate" and
"Maturity Date" shall both be completed with the words "As shown below" and "CUSIP No.
" shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"THE CITY OF WICHITA FALLS, TEXAS, in Wichita County, Texas (the "Issuer"), being a political
subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner
specified above, orregistered assigns (hereinafter called the "Registered Owner"), on
in each of the years, in the principal amounts and bearing interest at the per annum rates set forth in the
following schedule:
Years(_) Principal Amounts($) Interest Rates(%)
(Information from Pricing Certificate to be inserted)
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-
day year of twelve 30-day months) from at the respective Interest Rate per annum
specified above. Interest is payable on , and semiannually on each
and thereafter to the date of payment of the principal amount specified above, or the date
of redemption prior to maturity; except, that if this Bond is required to be authenticated and the date of its
authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear
interest from the interest 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 interest payment date, inwhich
case such principal amount shall bear interest from such next following interest payment date; provided,
however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this
Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to
which such interest has been paid in full."
C. The Initial Bond shall be numbered "T-1."
Section 6. PLEDGE OF PLEDGED REVENUES.
(a) The Issuer hereby covenants and agrees that the Pledged Revenues are hereby irrevocably
pledged to the payment and security of the Senior Lien Obligations, including the establishment and
maintenance of the special funds created, established and maintained for the payment and security thereof, all
as hereinafter provided; and it is hereby ordered that the Senior Lien Obligations, and the interest thereon,
shall constitute a lien on and pledge of the Pledged Revenues and be valid and binding without any physical
delivery thereof or further act by the Issuer, and the lien created hereby on the Pledged Revenues for the
payment and security of the Senior Lien Obligations, including the establishment and maintenance of the
special funds created, established and maintained for the payment and security thereof, shall be superior to the
lien on and pledge ofthe Pledged Revenues securing payment of any Subordinate Lien Obligations heretofore
or hereafter issued by the Issuer.
(b) Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of the
Pledged Revenues granted by the Issuer under this Section, and is therefore valid, effective, and perfected.
Should Texas law be amended at any time while the Bonds are outstanding and unpaid, the result of such
amendment being that the pledge of the Pledged Revenues granted by the Issuer under this Section is to be
subject to the filing requirements of Chapter 9, Business & Commerce Code, in order to preserve to the
Holders of the Bonds a security interest in said pledge, the Issuer agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter
9, Business & Commerce Code and enable a filing of a security interest in said pledge to occur.
Section 7. SPECIAL FUNDS AND ACCOUNTS. To provide for the payment of the Bonds and any
Additional Senior Lien Obligations and the furtherance of the Venue Project there are hereby continued,
created and/or established, and are hereby confirmed and ordered to be maintained so long as Senior Lien
Obligations are outstanding, the following limited special funds and accounts:
(a) The Wichita Falls Venue Project Fund, hereinafter called the "Venue Project Fund."
(b) Within the Venue Project Fund, the Wichita Falls Venue HOT Account, hereinafter called the
"Venue HOT Account."
(c) Within the Venue Project Fund, the Wichita Falls Venue Tax Revenue Bonds (Hotel Occupancy
Tax) Interest and Sinking Fund, hereinafter called the "Interest and Sinking Fund."
(d) Within the Venue Project Fund, the Wichita Falls Venue Tax Revenue Bonds (Hotel Occupancy
Tax) 2020 Reserve Fund, hereinafter called the "2020 Reserve Fund."
Each such Fund and Account shall be accounted for separate and apart from all other funds of the
Issuer, and shall be maintained in a Depository of the Issuer. The Pricing Certificate may set forth such
additional Funds and Accounts as may be necessary in connection with the Venue Project and the Bonds.
Section 8. 2020 CONSTRUCTION ACCOUNT AND VENUE HOT ACCOUNT WITHIN THE
VENUE PROJECT FUND.
(a) The Issuer hereby creates and establishes and shall maintain on the books of the Issuer a
separate fund within the Venue Project Fund to be entitled the "2020 Bond Construction
Account" (the "2020 Construction Account") for use by the Issuer for payment of all lawful costs
associated with the Venue Project pursuant to the Act and the Election and to pay the costs
incurred in connection with the issuance of the Bonds, all as may be more fully set forth in the
Pricing Certificate. The proceeds from the sale of the Bonds shall be deposited in the 2020
Construction Account and further disbursed, on the date of closing, in the manner described in a
letter of instructions or closing memorandum prepared by the City's bond counsel, financial
advisor or the initial purchaser of the Bonds. The foregoing notwithstanding, any proceeds
representing accrued interest or capitalized interest on the Bonds shall be deposited on the date of
closing to the credit of the Interest and Sinking Fund.
(b) The Issuer hereby continues the Venue HOT Account within the Venue Project Fund as created
in the Venue Tax Ordinance and hereby further covenants, agrees and establishes that the
Pledged Revenues shall be deposited and credited to the Venue HOT Account within the Venue
Project Fund immediately as collected and received.
Section 9. FLOW OF FUNDS.
(a) All Pledged Revenues deposited and credited to the Venue HOT Account shall be pledged and
appropriated to the extent required for the following uses and in the order of priority shown:
First: to the payment of the amounts required to be deposited and credited to the Interest and Sinking
Fund created and established for the payment of the Senior Lien Obligations and any Additional Senior
Lien Obligations issued by the Issuer as the same become due and payable.
Second: pro rata to the payment of the amounts, if any, required to be deposited and credited (i) to the
2020 Reserve Fund created and established in accordance with the provisions of this Ordinance to
maintain the Required Reserve Amount therein, and (ii) to each other debt service reserve fund created
and established to maintain a reserve in accordance with the provisions of the ordinances relating to the
issuance of any Additional Senior Lien Obligations hereafter issued by the Issuer.
Third: to make payment, including payment of amounts required for debt service reserve fund
requirements, of any Subordinate Lien Obligations.
(b) Any Pledged Revenues remaining in the Venue HOT Account after satisfying the
foregoing payments, or making adequate and sufficient provision for the payment thereof, may be
appropriated and used by the Issuer for the Venue Project and any other lawful purpose consistent with the
Election. To the extent necessary or required to facilitate the issuance of the Bonds, the City may, establish a
minimum balance to be retained in the Venue HOT Account as set forth in the Pricing Certificate, and any
funds in excess of such amount may be appropriated and used by the Issuer for the Venue Project and any
other lawful purpose consistent with the Election.
Section 10. INTEREST AND SINKING FUND.
(a) For purposes of providing funds to pay the principal of, premium, if any, and interest on the
Senior Lien Obligations as the same become due and payable, including any mandatory sinking fund
redemption payments, the Issuer agrees that it shall maintain the Interest and Sinking Fund within the Venue
Project Fund. The Issuer covenants to deposit and credit to the Interest and Sinking Fund prior to each
principal, interest payment or redemption date from the available Pledged Revenues an amount equal to one
hundred percent (100%) of the amount required to fully pay the interest on and the principal of the Senior
Lien Obligations then coming due and payable.
(b) The required deposits and credits to the Interest and Sinking Fund shall continue to be made as
hereinabove provided until such time as (i) the total amount on deposit in and credited to the Interest and
Sinking Fund and the 2020 Reserve Fund (and in any debt service reserve fund created pursuant to Section
I I(g) hereof, taking into account any Reserve Fund Obligation held in or for the benefit of any such debt
service reserve fund) is equal to the amount required to fully pay and discharge all outstanding Senior Lien
Obligations (principal, premium, if any, and interest) or (ii) the Senior Lien Obligations are no longer
outstanding.
(c) Accrued interest and capitalized interest, if any, received from the initial purchaser of any Senior
Lien Obligation shall be taken into consideration and reduce the amount of the deposits and credits
hereinabove required into the Interest and Sinking Fund.
Section 11. 2020 RESERVE FUND.
(a) There is hereby created and ordered held at a Depository of the Issuer, for the benefit of the
Bonds, the 2020 Reserve Fund. The 2020 Reserve Fund shall be funded, if at all, as set forth in the Pricing
Certificate. In accordance with Section 9, the Issuer shall deposit and credit to the 2020 Reserve Fund
amounts required to maintain the balance in the 2020 Reserve Fund in an amount equal to the Average
Annual Debt Service Requirements on the Bonds or such other amount as may be reasonably required and set
forth in the Pricing Certificate (the "Required Reserve Amount"). If funded, the Required Reserve Amount
shall be accumulated and maintained in the 2020 Reserve Fund at all times after the delivery of the Bonds and
there may be deposited into the 2020 Reserve Fund any Reserve Fund Obligations so designated by the
Issuer. All funds, investments and Reserve Fund Obligations on deposit and credited to the 2020 Reserve
Fund shall be used solely for (i) the payment of the principal of and interest on the Bonds, when and to the
extent other funds available for such purposes are insufficient, (ii) to make Reserve Fund Obligation
Payments, and (iii) to retire the last Stated Maturity or Stated Maturities of or interest on the Bonds.
(b) When and for so long as the cash, investments and Reserve Fund Obligations in the 2020 Reserve
Fund equal the Required Reserve Amount or the portion then required to be on deposit therein, no deposits
need be made to the credit of the 2020 Reserve Fund; but, if and when the 2020 Reserve Fund at any time
contains less than the Required Reserve Amount then required to be on deposit therein, the Issuer covenants
and agrees that the Issuer shall cure the deficiency in the 2020 Reserve Fund by making Required Reserve
Fund Deposits to such fund from the Pledged Revenues in accordance with Section 9 by monthly deposits in
amounts equal to not less than 1/60th of the Required Reserve Amount, with any such deficiency payments
being made on or before the last day of each month until the Required Reserve Amount has been fully funded
or restored. In addition, in the event that a portion of the Required Reserve Amount is represented by a
Reserve Fund Obligation, the Required Reserve Amount shall be restored as soon as possible from monthly
deposits of Pledged Revenues on deposit in the Venue HOT Account in accordance with Section 9, but
subject to making the full deposits and credits to the Interest and Sinking Fund required to be made by
Section 10. The Issuer further covenants and agrees that, subject only to the prior deposits to be made to the
Interest and Sinking Fund, the Pledged Revenues shall be applied and appropriated and used to establish and
maintain the Required Reserve Amount, including by paying Reserve Fund Obligation Payments when due,
and any reserve established for the benefit of any issue or series of Additional Senior Lien Obligations and to
cure any deficiency in such amounts as required by the terms of this Ordinance and any other ordinance
pertaining to the issuance of Additional Senior Lien Obligations. Reimbursements to the provider, if any, of a
Reserve Fund Obligation shall constitute the making up of a deficiency in the 2020 Reserve Fund to the
extent that such reimbursements result in the reinstatement, in whole or in part, as the case may be, of the
amount of the Reserve Fund Obligation.
(c) Earnings and income derived from the investment of amounts held for the credit of the 2020
Reserve Fund shall be retained in the 2020 Reserve Fund until the 2020 Reserve Fund contains the Required
Reserve Amount. During such time as the 2020 Reserve Fund contains the Required Reserve Amount or any
cash or Permitted Investment is replaced with a Reserve Fund Obligation pursuant to subsection (d) below,
the Issuer may, at its option, withdraw all surplus funds in the 2020 Reserve Fund and deposit such surplus in
the Venue HOT Account; provided that the face amount of any Reserve Fund Obligation may be reduced at
the option of the Issuer in lieu of such transfer. Notwithstanding the foregoing, any surplus funds in the 2020
Reserve Fund that consist of proceeds of the Bonds or interest thereon shall be used for purposes for which
the Bonds were issued or deposited to the Interest and Sinking Fund.
(d) The Issuer may at any time deposit, supplement, replace or substitute a Reserve Fund Obligation
for cash or Permitted Investments on deposit in the 2020 Reserve Fund or in substitution for or replacement of
any existing Reserve Fund Obligation, provided, that the deposit, supplement, replacement or substitution of
the Reserve Fund Obligation will not, in and of itself, cause any ratings then assigned to the Bonds by any
Rating Agency to be lowered and the ordinance authorizing the substitution of the Reserve Fund Obligation
for all or part of the Required Reserve Amount contains a finding that such substitution is cost effective.
Notwithstanding any other provision of this Ordinance, if a Reserve Fund Obligation is utilized in connection
with the Bonds after the issuance date of the Bonds, the Issuer must specifically approve any such Reserve
Fund Obligation and any such Reserve Fund Obligation must be submitted to the Attorney General of Texas
(if submission is then required by law) for approval.
(e) If the Issuer is required to make a withdrawal from the 2020 Reserve Fund for any of the
purposes described in this Section, the Issuer shall promptly notify the issuer of such Reserve Fund
Obligation of the necessity for a withdrawal from the 2020 Reserve Fund for any such purposes, and shall
make such withdrawal FIRST from available moneys or Permitted Investments then on deposit in the 2020
Reserve Fund, and NEXT from a drawing under any Reserve Fund Obligation to the extent of such
deficiency.
(f) In the event there is a draw upon the Reserve Fund Obligation, the Issuer shall reimburse the
issuer of such Reserve Fund Obligation for such draw, in accordance with the terms of any agreement
pursuant to which the Reserve Fund Obligation is used, from Pledged Revenues, however, such
reimbursement from Pledged Revenues shall be in accordance with the provisions of Section I l(b)hereof and
shall be subordinate and junior in right of payment to the payment of principal of and premium, if any, and
interest on the then outstanding Senior Lien Obligations.
(g) The Issuer may create and establish a debt service reserve fund pursuant to the provisions of any
ordinance or other instrument authorizing the issuance of Senior Lien Obligations for the purpose of securing
that particular issue or series of Senior Lien Obligations or any specific group of issues or series of Senior
Lien Obligations (including the combining of debt service reserve funds for Senior Lien Obligations so long
as the requirements of each ordinance authorizing such Senior Lien Obligations are satisfied), and the
amounts once deposited or credited to said debt service reserve funds shall no longer constitute Pledged
Revenues and shall be held solely for the benefit of the owners of the particular Senior Lien Obligations for
which such debt service reserve fund was established. Each debt service reserve fund shall receive a pro rata
amount of the Pledged Revenues after the requirements of the Interest and Sinking Fund, which secures all
Senior Lien Obligations, have first been met. Each such debt service reserve fund shall be designated in such
manner as is necessary to identify the Senior Lien Obligations it secures and to distinguish such debt service
reserve fund from the debt service reserve funds created for the benefit of other Senior Lien Obligations. Each
ordinance authorizing the issuance of Senior Lien Obligations that are to be secured by a debt service reserve
fund shall specify the amount or a manner of calculating the amount to be held and maintained on deposit
therein.
Section 12. DEFICIENCIES; EXCESS PLEDGED REVENUES.
(a) Deficiencies. If on any occasion there shall not be sufficient Pledged Revenues (after making all
payments pertaining to all Senior Lien Obligations) to make the required deposits and credits to the Interest
and Sinking Fund and the 2020 Reserve Fund, then such deficiency shall be cured as soon as possible from
the next available unallocated Pledged Revenues, or from any other sources available for such purpose, and
such deposits and credits shall be in addition to the amounts otherwise required to be deposited and credited
to such funds.
(b) Excess Pledged Revenues. Subject to making the deposits and credits required by this Ordinance
or any ordinances authorizing the issuance of Additional Senior Lien Obligations, or the payments and credits
required by the provisions of the ordinances authorizing the issuance of Subordinate Lien Obligations
heretofore or hereafter issued by the Issuer, the excess Pledged Revenues may be used for the Venue Project
and any other lawful purpose consistent with the Election.
Section 13. INVESTMENT OF FUNDS; VALUATION; FUNDS SECURED; TRANSFER OF
INVESTMENT INCOME.
(a) Moneys in any fund established pursuant to this Ordinance may, at the option of the Issuer, be
invested in Permitted Investments, provided that all such deposits and investments shall have a market value
exclusive of accrued interest at all times at least equal to the amount of money credited to such funds, and
shall be made in such manner that the money required to be expended from any Fund will be available at the
proper time or times. Moneys in the 2020 Reserve Fund shall not be invested in securities maturing later than
the final maturity of the Bonds. Such investments shall be valued in terms of current market value as of the
last day of each Year, except that direct obligations of the United States (State and Local Government Series)
in book -entry form shall be continuously valued at their par or face principal amount. Such investments shall
be sold promptly when necessary to prevent any default in connection with the Bonds or any Additional
Senior Lien Obligations issued. To the extent not invested, moneys in any fund established pursuant to this
Ordinance shall be secured in the manner prescribed by law for securing funds of the Issuer.
(b) All interest and income derived from such investments (other than interest and income derived
from amounts credited to the 2020 Reserve Fund or any other reserve fund created in accordance with Section
I I(g) hereof, if the 2020 Reserve Fund or such other reserve fund, as the case may be, does not contain the
Required Reserve Amount or the Senior Lien Obligation Reserve Requirement, as the case may be) shall be
credited to the Venue HOT Account semi-annually and shall constitute Pledged Revenues.
Section 14. PAYMENT OF SENIOR LIEN OBLIGATIONS. While any of the Senior Lien
Obligations are outstanding, the Issuer shall transfer to the respective paying agent/registrar therefor, from
funds on deposit in and credited to the Interest and Sinking Fund, and, if necessary, in the 2020 Reserve Fund
with respect to the Bonds, amounts sufficient to fully pay and discharge promptly the interest on and principal
of the Senior Lien Obligations as shall become due on each interest or principal payment date, or date of
redemption of the Senior Lien Obligations; such transfer of funds must be made in such manner as will cause
immediately available funds to be deposited with each respective paying agent/registrar for the Senior Lien
Obligations not later than the business day next preceding the date such payment is due on the Senior Lien
Obligations. The Paying Agent/Registrar shall destroy all paid Senior Lien Obligations and furnish the Issuer
with an appropriate certificate of cancellation or destruction.
Section 15. RESERVED.
Section 16. ISSUANCE OF ADDITIONAL SENIOR LIEN OBLIGATIONS.
(a) The Issuer shall have the right and power at any time and from time to time and in one or more
series or issues, to authorize, issue and deliver Additional Senior Lien Obligations, in accordance with law, in
any amounts, for the Venue Project or for the purpose of refunding of any Senior Lien Obligations,
Subordinate Lien Obligations or other obligations ofthe Issuer incurred in connection with the Venue Project.
Such Additional Senior Lien Obligations, if and when authorized, issued and delivered in accordance with
this Ordinance, shall be secured by and made payable equally and ratably on a parity with all other Senior
Lien Obligations at the time outstanding and unpaid, from a first lien on and pledge of the Pledged Revenues
herein granted.
(b) The Interest and Sinking Fund shall secure and be used to pay all Senior Lien Obligations. Each
ordinance under which Additional Senior Lien Obligations are issued shall provide and require that, in
addition to the amounts required by the provisions of this Ordinance and the provisions of any other
ordinance or ordinances authorizing Additional Senior Lien Obligations to be deposited to the credit of the
Interest and Sinking Fund, the Issuer shall deposit to the credit of the Interest and Sinking Fund at least such
amounts as are required for the payment of all principal of and interest on said Additional Senior Lien
Obligations then being issued, as the same come due.
(c) Additional Senior Lien Obligations shall be issued only in accordance with this Ordinance, but
notwithstanding any provisions of this Ordinance to the contrary, no installment, series or issue of Additional
Senior Lien Obligations shall be issued or delivered unless:
(i) The Designated Financial Officer shall have executed a certificate stating (A) (i) that, to the best
of such person's knowledge and belief, the Issuer is not then in default as to any covenant or
requirement contained in any ordinance authorizing the issuance of outstanding Senior Lien
Obligations, and (ii) payments into all special funds or accounts created and established for the
payment and security of all outstanding Senior Lien Obligations have been made and that the
amounts on deposit in such special funds or accounts are the amounts then required to be on deposit
therein or (B) the application of the proceeds of sale of such obligations then being issued will cure
any such default or deficiency; and
(ii) The Designated Financial Officer shall have executed a certificate stating that based on the books
and records of the Issuer, during either the preceding Year, or the twelve (12) consecutive months
immediately preceding the date ofthe then proposed Additional Senior Lien Obligations, the Pledged
Revenues are at least equal to 1.50 times the Maximum Annual Debt Service Requirements of the
Senior Lien Obligations to be outstanding after the issuance of the then proposed Additional Senior
Lien Obligations.
(d) Senior Lien Obligations may be refunded (pursuant to any law then available) upon such terms
and conditions as the Issuer may deem to be in the best interest of the Issuer and its inhabitants, and if less
than all such outstanding Senior Lien Obligations are refunded, the proposed refunding bonds shall be
considered as "Additional Senior Lien Obligations" under the provisions of this Section and the certificate
required in subsection (c)(ii) shall give effect to the issuance of the proposed refunding bonds (and shall not
give effect to the bonds being refunded following their cancellation or provision being made for their
payment); provided however, that if the issuance of such refunding bonds achieves a gross cash flow savings,
the delivery of such a certificate is not required as a condition to the issuance of such refunding bonds as
Additional Senior Lien Obligations.
(e) All calculations of Maximum Annual Debt Service Requirements made pursuant to this Section
shall be made as of and from the date of the Additional Senior Lien Obligations then proposed to be issued.
Section 17. NO ISSUANCE OF OBLIGATIONS SENIOR TO THE SENIOR LIEN
OBLIGATIONS. That the Issuer covenants and agrees that it will not issue any obligations payable from and
secured, in whole or in part, by a lien on and pledge of the Pledged Revenues, senior in rank and dignity to
the lien on and pledge of such Pledged Revenues securing the payment of the Senior Lien Obligations.
Section 18. ISSUANCE OF SUBORDINATE OBLIGATIONS. The Issuerhereby reserves the right
to issue, at any time, obligations including, but not limited to, Subordinate Lien Obligations, payable from
and equally and ratably secured, in whole or in part, by a lien on and pledge of the Pledged Revenues,
subordinate and inferior in rank and dignity to the lien on and pledge of such Pledged Revenues securing the
payment of the Senior Lien Obligations, as may be authorized by the laws of the State of Texas.
Section 19. RESERVED.
Section 20. DEFEASANCE OF BONDS.
(a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding
(a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (d) of
this Section, when payment of the principal of such Bond, plus interest thereon to the due date (whether such
due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in
accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by
irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow
agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the
United States of America sufficient to make such payment or (2) Defeasance Securities that mature as to
principal and interest in such amounts and at such times as will insure the availability, without reinvestment,
of sufficient money to provide for such payment, and when proper arrangements have been made by the
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 Bond shall be deemed to be a Defeased Bond hereunder, as
aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the
benefits of, the funds created and the 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
(a)(i) or (ii) of this Section 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.
(b) 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 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
(a)(i) or (ii) of this Section. 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) The term "Defeasance Securities" means any securities and obligations now or hereafter
authorized by the laws of the State of Texas that are eligible to refund, retire or otherwise discharge
obligations such as the Bonds.
(d) 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.
(e) In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a
maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds by such
random method as it deems fair and appropriate.
Section 21. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen or
destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new Bond of the
same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Bond,
in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost,
stolen or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In
every case of loss, theft or destruction of a Bond, the registered owner applying for a replacement Bond shall
furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them
to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft
or destruction of a Bond, the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar
evidence to their satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case
of damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar for
cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any
such Bond shall have matured, and no default has occurred that is then continuing in the payment of the
principal of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the
same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a
replacement Bond, provided security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond, the
Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing, and other
expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section
by virtue of the fact that any Bond is lost, stolen or destroyed shall constitute a contractual obligation of the
Issuer whether or not the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by
anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all
other Bonds duly issued under this Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Section 1206.022, Government
Code, this Section 21 of this Ordinance shall constitute authority for the issuance of any such replacement
Bond without necessity of further action by the governing body of the Issuer 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 4(a) of this Ordinance for Bonds issued in conversion and
exchange for other Bonds.
Section 22. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S
OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED;
ENGAGEMENT OF BOND COUNSEL.
(a) The Mayor of the Issuer and each Pricing Officer are hereby authorized to have control of the
Bonds initially issued and delivered hereunder and all necessary records and proceedings pertaining to the
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 of the State of Texas. Upon
registration of the Bonds said Comptroller of Public Accounts (or a deputy designated in writing to act for
said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Bonds, and
the seal of said Comptroller shall be impressed, or placed in facsimile, on such Bond. The approving legal
opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be
printed on the Bonds issued and delivered under this Ordinance, but neither shall have any legal effect, and
shall be solely for the convenience and information of the registered owners of the Bonds. In addition, if
bond insurance is obtained, the Bonds may bear an appropriate legend as provided by the insurer.
(b) The obligation of the initial purchaser to accept delivery of the Bonds is subject to the initial
purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., bond
counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery of the
Bonds to the initial purchaser. The engagement of such firm as bond counsel to the Issuer in connection with
issuance, sale and delivery of the Bonds is hereby approved and confirmed.
Section 23. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS.
(a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from any
action that would adversely affect, the treatment of the Bonds as obligations described in section 103 of the
Code, the interest on which is not includable in the "gross income" of the holder for purposes of federal
income taxation. In furtherance thereof, the Issuer covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds
(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 10 percent of the proceeds or the projects financed
or refinanced by the Bonds or the Refunded Bonds (the "Project") are so used, such 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 10 percent of the debt service on the Bonds, in contravention of section
141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use" described in
subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed
therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent
is used for a "private business use" that is "related" and not "disproportionate," within the meaning of
section 141(b)(3) of the Code, to the governmental use;
(3) to take any action to assure that no amount that is greater than the lesser of $5,000,000,
or 5 percent of the proceeds of the 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;
(4) to refrain from taking any action that would otherwise result in the Bonds being treated
as "private activity bonds" within the meaning of section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to
acquire or to replace funds that were used, directly or indirectly, to acquire investment property (as
defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term of the
Bonds, other than investment property acquired with -
(A) proceeds of the Bonds invested for a reasonable temporary period of three (3)
years or less or, in the case of a refunding bond, for a period of thirty (30) days or less until
such proceeds are needed for the purpose for which the Bonds are issued, and in the case of a
current refunding bond, for a period of ninety (90) days or less,
(B) amounts invested in a bona fide debt service fund, within the meaning of section
1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement fund to the
extent such amounts do not exceed 10 percent of the proceeds of the Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds
of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of
section 148 of the Code (relating to arbitrage);
(8) to refrain from using the proceeds of the Bonds or proceeds of any prior bonds to pay
debt service on another issue more than ninety (90) days after the date of issue of the Bonds in
contravention of the requirements of section 149(d) of the Code (relating to advance refundings), if
applicable; and
(9) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the
"Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States
of America, not later than sixty (60) days after the Bonds have been paid in full, 100 percent of the
amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(9), a "Rebate Fund" is
hereby established by the Issuer for the sole benefit of the United States of America, and such Fund shall not
be subj ect to the claim of any other person, including without limitation the Bondholders. The Rebate Fund is
established for the additional purpose of compliance with section 148 of the Code. There shall be transferred
into the Rebate Fund from the Pledged Revenues, such amounts as are required to be deposited therein to
meet the Issuer's obligations in accordance with Section 148(f) of the Code. Amounts on deposit in the
Rebate Fund shall not be subject to the lien and pledge of this Ordinance to the extent such amounts are
required to be paid to the United States Treasury. The Issuer hereby finds and determines that payment to the
United States in an amount equal to interest and other gain from the investment of moneys accumulated in the
Venue Project Fund and any other account into which Pledged Revenues are transferred, to the extent such
interest or other gain is subject to the rebate requirements of Section 148(f) of the Tax Code, shall be subject
to a lien thereon in favor of the United States Treasury and pledged to the United States Treasury for the
benefit of the owners of the Bonds from time to time. From time to time, if the Issuer determines, based on
the advice of a rebate analyst or bond counsel, that there is on deposit in the Rebate Fund more money than is
needed to satisfy the rebate obligation, then such excess shall be transferred and credited to the Venue HOT
Account.
(c) Use of Proceeds. For purposes of the foregoing covenants (a)(1) and (a)(2), the Issuer
understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations
and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds
expended prior to the date of issuance of the 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 that modify or expand provisions of the Code, as applicable to the 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 Bonds under section 103 of the Code. In the event that regulations or rulings are
hereafter promulgated that impose additional requirements applicable to the 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 Bonds under section 103 of
the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Pricing Officer to
execute any documents, certificates or reports required by the Code and to make such elections, on behalf of
the Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds.
(d) Interest Earnings on Bond Proceeds. Interest earnings derived from the investment ofproceeds
from the sale of the Bonds shall be used along with other bond proceeds for the purpose for which the Bonds
are issued, as set forth in Section 1 hereof, provided that after completion of such purpose, if any of such
interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It
is further provided, however, that any interest earnings on bond proceeds which are required to be rebated to
the United States of America pursuant to Section 10(a) hereof in order to prevent the Bonds from being
arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section.
(e) Disposition of Project. The Issuer covenants that the property constituting the project financed
with the proceeds of the Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt
by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally -recognized
bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds.
For purposes of the foregoing, the portion of the property comprising personal property and disposed in the
ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For
purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion that
such failure to comply will not adversely affect the excludability for federal income tax purposes from gross
income of the interest.
(f) Allocation of, and Limitation on, Expenditures for the Project. The Issuer covenants to account for
the expenditure of sale proceeds and investment earnings to be used for the purposes of the Venue Project
described herein on its books and records in accordance with the requirements of the Internal Revenue Code.
The Issuer recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the
proceeds must be allocated to expenditures within eighteen (18) months of the later of the date that (1) the
expenditure is made, or (2) the Venue Project is completed; but in no event later than three years after the date
on which the original expenditure is paid. The foregoing notwithstanding, the Issuer recognizes that in order
for proceeds to be expended under the Internal Revenue Code, the sale proceeds or investment earnings must
be expended no more than sixty (60) days after the earlier of (1) the fifth anniversary of the delivery ofthe
Bonds, or (2) the date the Bonds are retired. The Issuer agrees to obtain the advice of nationally -recognized
bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not
adversely affect the tax-exempt status of the Bonds. For purposes hereof, the Issuer shall not be obligated to
comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
(g) Declaration of Official Intent of Reimbursement. This Ordinance is intended to satisfy the
official intent requirements set forth in section 1.150-2 of the Treasury Regulations.
Section 24. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT; INSURANCE;
FURTHER PROCEDURES.
(a) Each series of Bonds shall be sold and delivered subject to the provisions of Section 3 and
Section 5 and pursuant to the terms and provisions of the winning bid or a bond purchase agreement (the
"Purchase Agreement") which the Pricing Officer is hereby authorized to execute and deliver and in which
the initial purchaser or purchasers (the "Underwriter") of the Bonds shall be designated. The Bonds shall
initially be registered in the name of the Underwriter thereof as set forth in the Pricing Certificate.
(b) The Pricing Officers and/or City Clerk are further authorized and directed to execute and deliver
for and on behalf of the Issuer copies of a Preliminary Official Statement and Official Statement, prepared in
connection with the offering of the Bonds by the Underwriter, in final form as may be required by the
Underwriter, and such final Official Statement in the form and content as approved by the Pricing Officer or
as manually executed by said officials shall be deemed to be approved by the City Council of the Issuer and
constitute the Official Statement authorized for distribution and use by the Underwriter. The form and
substance of the Preliminary Official Statement for the Bonds and any addenda, supplement or amendment
thereto, all as approved by the Pricing Officer, are hereby deemed to be approved in all respects by the City
Council of the Issuer, and the Preliminary Official Statement is hereby deemed final as of its date (except for
the omission of pricing and related information) within the meaning and for the purpose of paragraph (b)(1) of
the Rule.
(c) The Pricing Officer is authorized, in connection with effecting the sale of the Bonds, to obtain
from a municipal bond insurance company so designated in the Pricing Certificate (the "Insurer") a municipal
bond insurance policy (the "Insurance Policy") and a Reserve Fund Obligation in support of the Bonds. To
that end, should the Pricing Officer exercise such authority and commit the Issuer to obtain an Insurance
Policy or a Reserve Fund Obligation, for so long as the Insurance Policy and a Reserve Fund Obligation is in
effect, the requirements of the Insurer relating to the issuance of the Insurance Policy and Reserve Fund
Obligation as set forth in the Pricing Certificate are incorporated by reference into this Ordinance and made a
part hereof for all purposes, notwithstanding any other provision of this Ordinance to the contrary. The
Pricing Officer shall have the authority to execute any documents to effect the issuance of the Insurance
Policy and a Reserve Fund Obligation by the Insurer.
(d) The Mayor and Mayor Pro Tem, the City Clerk and each Pricing Officer and all other officers,
employees and agents of the Issuer, 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 any and all such acts and things
and to execute, acknowledge and deliver in the name and on behalf of the Issuer such documents, certificates
and other instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out
the terms and provisions of this Ordinance, the Bonds, the sale of the Bonds and the Official Statement. In
case any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of
such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer
had remained in office until such delivery.
Section 25. DEFAULT AND REMEDIES
(a) Events of Default. 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 of the Bonds when the
same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or obligation
of the Issuer, the failure to perform which materially, adversely affects the rights of the registered
owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance
with this 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 Issuer.
(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 Issuer 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 Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other available
remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to
every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in
equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to
accelerate the debt evidenced by the 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 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 trustees of the Issuer or the City Council.
(iv) None of the members of the City Council, nor any other official or officer, agent, or
employee of the Issuer, shall be charged personally by the registered owners with any liability, or be
held personally liable to the registered owners under any term or provision of this Ordinance, or
because of any Event of Default or alleged Event of Default under this Ordinance.
Section 26. COMPLIANCE WITH RULE 15c2-12.
(a) Definitions. As used in this Section, the following terms have the meanings ascribed to such
terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports. (i) The Issuer shall provide annually to the MSRB, in an electronic
format as prescribed by the MSRB, within six (6) months after the end of each fiscal year ending in
or after 2019, financial information and operating data with respect to the Issuer of the general type
included in the final Official Statement authorized by Section 24 of this Ordinance, being the
information described in the Pricing Certificate. The Issuer will additionally provide audited
financial statements when and if available, and in any event, within twelve (12) months after the end
of each fiscal year ending in or after 2019. If the audit of such financial statements is notcomplete
within twelve (12) months after any such fiscal year end, then the Issuer will file unaudited financial
statements within such twelve (12) month period and audited financial statements for the applicable
fiscal year, when and if the audit report on such statements becomes available. Any financial
statements so to be provided shall be prepared in accordance with the accounting principles described
in the financial statements appended to the Official Statement, or such other accounting principles as
the Issuer may be required to employ from time to time pursuant to state law or regulation.
(ii) If the Issuer 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 Issuer 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 that is available to the public on
the MSRB's internet website or filed with the SEC. All documents provided to the MSRB pursuant
to this Section shall be accompanied by identifying information as prescribed by the MSRB.
(c) Event Notices.
(i) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB, in a timely
manner (but not in excess of ten (10) business days after the occurrence of the event) of any of the
following events with respect to the Bonds:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final
determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other
material notices or determinations with respect to the tax status of the Bonds, or other events
affecting the tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Certificate calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the Issuer;
13. The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale
of all or substantially all of the assets of the Issuer, 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; and
14. Appointment of a successor trustee or change in the name of the trustee, if material;
15. Incurrence of a financial obligation of the Issuer, if material, or agreement to covenants,
events of default, remedies, priority rights, or other similar terms of any such financial
obligation of the Issuer, any of which affect security holders, if material; and
16. Default, event of acceleration, termination event, modification of terms, or other similar
events under the terms of any such financial obligation of the Issuer, any of which reflect
financial difficulties.
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 Issuer in a
proceeding under the U.S. 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 of the Issuer, or if jurisdiction has been assumed by leaving the existing City
Council and officials or officers of the Issuer 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 Issuer. For
the purposes of the above describe event notices 15 and 16, the term "financial obligation"
means a (i) debt obligation, (ii) 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); provided however, that a "financial obligation" shall not include
municipal securities as to which a final official statement (as defined in the Rule) has been
provided to the MSRB consistent with the Rule.
(ii) The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide
financial information or operating data in accordance with subsection (b) of this Section by the time
required by such subsection.
(d) Limitations, Disclaimers, and Amendments.
(i) The Issuer shall be obligated to observe and perform the covenants specified in this Section for so
long as, but only for so long as, the Issuer remains an "obligated person" with respect to the Bonds
within the meaning of the Rule, except that the Issuer in any event will give notice of any deposit
made in accordance with this Ordinance or applicable law that causes Bonds no longer to be
outstanding.
(ii) The provisions of this Section are for the sole benefit of the registered owners and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The Issuer 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 Issuer's financial
results, condition, or prospects or hereby undertake to update any information provided in accordance
with this Section or otherwise, except as expressly provided herein. The Issuer does not make any
representation or warranty concerning such information or its usefulness to a decision to invest in or
sell Bonds at any future date.
(iii) UNDERNO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE REGISTERED
OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY
BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART,
OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(iv) No default by the Issuer 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 Issuer under federal and state securities laws.
(v) Should the Rule be amended to obligate the Issuer to make filings with or provide notices to
entities other than the MSRB, the Issuer hereby agrees to undertake such obligation with respect to
the Bonds in accordance with the Rule as amended. The provisions of this Section may be amended
by the Issuer 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
Issuer, but only if (1) the provisions of this Section, as so amended, would have permitted an
underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the
Rule, taking into account any amendments or interpretations of the Rule since such offering as well
as such changed circumstances and (2) either (a) the registered owners of a majority in aggregate
principal amount (or any greater amount required by any other provision of this Ordinance that
authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a person
that is unaffiliated with the Issuer (such as nationally recognized bond counsel) determined that such
amendment will not materially impair the interest of the registered owners and beneficial owners of
the Bonds. The Issuer may also amend or repeal the provisions of this continuing disclosure
agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final
jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent
that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or
selling Bonds in the primary offering of the Bonds. If the Issuer so amends the provisions of this
Section, it shall include with any amended financial information or operating data next provided in
accordance with subsection (b) of this Section an explanation, in narrative form, of the reason for the
amendment and of the impact of any change in the type of financial information or operating data so
provided.
Section 27. METHOD OF AMENDMENT.
(a) That the owners of Senior Lien Obligations aggregating in principal amount 51% of the
aggregate principal amount of then outstanding Senior Lien Obligations (for purposes of this sentence only,
100% of the aggregate principal amount of Senior Lien Obligations which are insured by a bond insurance
provider at the time that the Issuer seeks approval of an amendment shall be deemed to be owned by such
bond insurance provider) shall have the right from time to time to approve any amendment to this Ordinance
which may be deemed necessary or desirable by the Issuer; provided, however, that without the consent of the
owners of all of the Senior Lien Obligations at the time outstanding, nothing herein contained shall permit or
be construed to permit the amendment of the terms and conditions in this Ordinance or in the Senior Lien
Obligations so as to:
(1) Make any change in the maturity of any of the outstanding Senior Lien Obligations;
(2) Reduce the rate of interest borne by any of the outstanding Senior Lien Obligations;
(3) Reduce the amount of the principal payable on the outstanding Senior Lien
Obligations;
(4) Modify the terms of payment of principal of or interest on the outstanding Senior
Lien Obligations or impose any conditions with respect to such payment;
(5) Affect the rights of the holders of less than all of the Senior Lien Obligations then
outstanding;
(6) Change the minimum percentage ofthe principal amount of Senior Lien Obligations
necessary for consent to such amendment; or
(7) Amend this subsection (a) of this Section 27.
(b) That if at any time the Issuer shall desire to amend the Ordinance under this Section, the Issuer
shall cause notice of the proposed amendment to be given to each owner of Senior Lien Obligations by mail
or via electronic dissemination through the Electronic Municipal Market Access system or other customary
method of providing notice.
(c) That whenever at any time not less than thirty (30) days, and within one (1) year, from the date of
the provision of said notice the Issuer shall receive an instrument or instruments executed by the owners of at
least 51% in the aggregate principal amount of all Senior Lien Obligations 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 the amendatory ordinance in substantially the same form.
(d) That upon the passage of any amendatory ordinance pursuant to the provisions of this Section, this
Ordinance shall be deemed to be amended in accordance with such amendatory ordinance, and the respective
rights, duties and obligations under this Ordinance of the Issuer and all the owners of then outstanding Senior
Lien Obligations and all future Senior Lien Obligations shall thereafter be determined, exercised and enforced
hereunder, subject in all respects to such amendments.
(e) Any consent given by the Registered Owner of Senior Lien Obligations pursuant to the provisions
of this Section shall be irrevocable for a period of six (6) months from the date of such consent and shall be
conclusive and binding upon all future Registered Owners of the same Senior Lien Obligation during such
period. Such consent may be revoked at any time after six (6) months from the date of said consent bythe
Registered Owner who gave such consent, or by a successor in title, by filing notice with the Issuer, but such
revocation shall not be effective if the Registered Owners of the required amount of the affected Senior Lien
Obligations then outstanding, have, prior to the attempted revocation, consented to and approved the
amendment.
(f) The fact of the owning of Senior Lien Obligations issued in registered form without coupons and
the amounts and numbers of such Senior Lien Obligations and the date of their holding same shall be proved
by the Registration Books of the Paying Agent/Registrar. The Issuer may conclusively assume that such
ownership continues until such ownership is changed on the Registration Books.
(g) That the foregoing provisions of this Section notwithstanding, the Issuer by action of the City
Council may amend this Ordinance for any one or more of the following purposes:
(1) To add to the covenants and agreements of the Issuer in this Ordinance contained,
other covenants and agreements thereafter to be observed, grant additional rights or remedies to
bondholders or to surrender, restrict or limit any right or power herein reserved to or conferred upon
the Issuer;
(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, including, without limitation, those
matters described in Section 26(d)(v) hereof, or those matters necessary to obtain a rating on the
Bonds or to obtain the approving opinion of the Attorney General of Texas as required by law, as are
necessary or desirable and not contrary to or inconsistent with this Ordinance and which shall not
adversely affect the interests of the holders of the Senior Lien Obligations;
(3) To make such amendments to this Ordinance as may be required, in the opinion of
nationally -recognized bond counsel selected by the Issuer, to ensure compliance with sections 103
and 141 through 150 of the Code and the regulations promulgated thereunder and applicable thereto;
(4) To modify any of the provisions of this Ordinance in any other respect whatever,
provided that (i) such modification shall be, and be expressed to be, effective only after all Senior
Lien Obligations outstanding at the date of the adoption of such modification shall cease to be
outstanding, and (ii) such modification shall be specifically referred to in the text of all Senior Lien
Obligations issued after the date of the adoption of such modification.
Section 29. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word in
this Ordinance, or application thereof to any persons or circumstances is held invalid or unconstitutional by a
court of competent jurisdiction, such holding shall not affect the validity of the remaining portion of this
Ordinance, despite such invalidity, which remaining portions shall remain in full force and effect.
Section 30. NO PERSONAL LIABILITY. No recourse shall be had for payment of the principal of
or interest on any Bonds or for any claim based thereon, or on this Ordinance, against any official or
employee of the Issuer or any person executing any Bond.
Section 31. OPEN MEETING. It is hereby officially found and determined that the meeting at which
this Ordinance was adopted was open to the public, and that public notice of the time, place and purpose of
said meeting was given, all as required by Chapter 551, Texas Government Code.
Section 32. IMMEDIATE EFFECTIVE DATE. This Ordinance shall take effect and be in force
immediately upon and after its adoption by the City Council in accordance with the provisions of Section
1201.028, Texas Government Code and the provisions of the City Charter of the Issuer, and it is accordingly
so ordained.
(Execution Page Follows)
PASSED, APPROVED AND EFFECTIVE this 3rddayofMarch,2020
ATTEST
cam, B
C43 Clerk
City of Wichita Falls, Texas
APPROVED AS TO LEGAL FORM:
City AttortWv
City of Wichita Falls, Texas
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City of Wichita Falls, Texas
[CITY SEAL]