IrvingCC Packet 2010-08-25

IRVING CITY COUNCIL
SPECIAL MEETING AGENDA

WEDNESDAY, AUGUST 25, 2010
6:00 PM
COUNCIL CHAMBER - CIVIC CENTER COMPLEX - 825 West Irving Boulevard, Irving, TX 75060
This meeting can be adjourned and reconvened, if necessary, within 24 hours on the following
day in the First Floor City Council Conference Room.
1 Resolution--Approving and Accepting the Proposal of Key Life Homes, Inc., for
Development of Vacant Lots on Tudor Lane
Administrative Comments
1. This item supports Strategic Goal No. 2: Vibrant Neighborhoods.
2. This item has been recommended by Housing and Human Services.
3. Impact: Providing homeownership opportunities for income qualified individuals and
families who wish to reside in Irving.
4. The City issued a request for proposal for the design, engineering, and development of
the three acre site on Tudor Lane, which also included the construction of at least 14
single family residences. The goal is to initiate the revitalization of Tudor Lane by
creating a safe, livable, model block neighborhood.
5. Key Life Homes, Inc. is an Irving based builder who has participated in a number of
housing development projects within the City of Irving. This developer has an
exceptional record in partnering with community housing development organizations to
assist with the redevelopment of various areas in the city.
6. The proposal was reviewed in accordance with pre-established criteria which included
the quality of the development concept, benefits to the city and community, project
feasibility, as well as the developer’s capacity and experience.
7. Funding in an amount not to exceed $1,975,000.00 is available in the Neighborhood
Stabilization Program Fund; an amount not to exceed $400,000.00 is available in the
Community Development Block Grant Fund; and an amount not to exceed $207,700.00
is available in the Home Investment Partnerships Grant Fund. Total funding for this
contract is $2,582,700.00.
Recommendation
The resolution be approved.
ANY ITEM ON THIS POSTED AGENDA COULD BE DISCUSSED IN EXECUTIVE SESSION AS LONG AS IT IS WITHIN ONE OF THE
PERMITTED CATEGORIES UNDER SECTIONS 551.071 THROUGH 551.076 AND SECTION 551.087 OF THE TEXAS GOVERNMENT CODE.
This facility is wheel chair accessible and handicap-parking spaces are available. Requests for interpretation services of assistive
hearing devices must be made 48 hours prior to the meeting. Contact the City Secretary’s Office at (972) 721-2493 or
(TDD) 1-800-RELAY TX (1-800-735-2989) for assistance.
City Council Special Meeting
August 25, 2010
2 Resolution--Authorizing the Filing of an Expedited Declaratory Judgment Petition

Regarding the Issuance of Public Securities to Finance the Planning, Design, and
Construction of the Entertainment Center and Hotel Project
1. This item supports Strategic Goal No. 3: Economic Development.
2. Impact: Approval of the resolution will authorize the City’s attorneys to file the bond
validation suit to provide assurances regarding the funding of the Entertainment Center
and Hotel Project.
3. Staff recommends filing an expedited declaratory judgment petition to obtain judicial
validation of the revenue sources and the proposed use of funds for the Entertainment
Center and Hotel Project. The court’s judgment will provide assurances to bondholders
and equity investors that the City is properly utilizing statutorily authorized revenues to
fund the project.
4. Bond Counsel will be available in executive session to brief the Council on the litigation
process.
5. The resolution also approves the form of the bond ordinances for the three series of
municipal bonds. Current drafts of the ordinances are attached. The ordinances are
still being reviewed and any changes will be distributed at the council meeting.
6. No additional funding is required because the City Council previously authorized
Vinson & Elkins, LLP, to prepare the pleadings.
Recommendation
3 Resolution--Approving Concessionaire Non-Disturbance Agreements Between the

City of Irving and the Las Colinas Group, LP with Blue Marble 360, LLC, B
Concessionaire-Las Colinas, LLC, BB Concepts, LLC, and B Retail, LLC, Related to
the Irving Entertainment Center and Hotel Project
2. Impact: These agreements approve the terms of the concessionaire agreements for
the Irving Entertainment Center at Las Colinas and provide for the agreements to
remain in effect should the City or Tenant terminate the lease agreement.
3. The City has entered into a development agreement and lease with Las Colinas Group,
LP (Tenant) to construct, lease and operate the Irving Entertainment Center at Las
Colinas. The Tenant is required to enter into an agreement with a concessionaire to
provide food and beverage concessions within the entertainment center. In addition,
the Tenant has entered into agreements for other operation activities. The
concessionaire and other providers have requested that the City acknowledge these
agreements and agree to allow the agreements to continue as a direct relationship with
the City in the event that the City terminates the lease with the Tenant. The Non-
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August 25, 2010
Disturbance Agreements benefit the City because of assurances that the

concessionaire will continue to operate even if the Tenant or the City terminates the
lease.
4. On June 3, 2010, the Tenant entered into a Content Agreement with Blue Marble 360,
LLC, for the content intellectual property rights related to recording, replay and
distribution of live performances at the Irving Entertainment Center at Las Colinas.
5. On May 28, 2010, the Tenant entered into a Concession Agreement with B
Concessionaire – Las Colinas, LLC, doing business as Texas Hospitality Group, for
pre-development consulting services and for the food and beverage operations related
to the Irving Entertainment Center at Las Colinas.
6. On May 28, 2010, the Tenant entered into a Concepts Agreement with BB Concepts,
LLC, to develop food and beverage design concepts and other intellectual property,
talent booking and production assistance for the operation of the Irving Entertainment
Center at Las Colinas.
7. On May 28, 2010, the Tenant entered into a Retail Sublease with B Retail, LLC, for the
Irving Entertainment Center at Las Colinas.
8. The Concessionaire Non-Disturbance Agreements provide for the subordination of
these agreements to the Development Agreement and Lease with the Tenant.
Recommendation
4 Ordinance--Amending the Code of Civil and Criminal Ordinances of the City of

Irving, Texas, by Adding Chapter 16G, "Irving Entertainment Center Admissions
Tax"; Providing Definitions; Providing for the Levy, Imposition, and Use of a 10
Percent Tax on Each Ticket Sold as an Admission to an Event Held at Irving
Entertainment Center; Providing Collection, Reporting, Payment, and
Recordkeeping Requirements and Procedures; Providing for Interest and Civil
Penalties; and Providing for a Fine of Up to $500 for Each Offense in Violation of the
Ordinance
2. Impact: Approval of the ordinance will levy and impose the admissions tax for the
entertainment center and hotel project.
3. In November of 2007, Irving voters overwhelmingly approved the imposition of a 10%
admissions tax to provide funding for the development, construction and financing of
the entertainment center and hotel project to support Irving’s convention center.
4. The proposed ordinance will require the City’s lessee/operator of the entertainment
center to charge a 10% admissions tax on the price of each admission ticket sold at the
venue. State law and the ordinance allow the lessee to retain 1% of the tax proceeds
to offset the cost of collecting the tax.
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August 25, 2010
5. These tax revenues will be pledged to repay the bonds sold to finance the entertainment
center and hotel project.
Recommendation
The ordinance be adopted.
5 Ordinance--Amending the Code of Civil and Criminal Ordinances of the City of

Irving, Texas, by Adding Chapter 16H, "Irving Entertainment Center Parking Tax";
Providing Definitions; Providing for the Levy, Imposition, and Use of a Tax Equal to
$3.00 Per Motor Vehicle on Each Motor Vehicle Parked in a Parking Facility for Irving
Entertainment Center; Providing Collection, Reporting, Payment, and
Recordkeeping Requirements and Procedures; Providing for Interest and Civil
Penalties; and Providing for a Fine of Up to $500 for Each Offense in Violation of the
Ordinance
2. Impact: Approval of the ordinance will levy and impose the parking tax for the
3. In November of 2007, Irving voters overwhelmingly approved the imposition of a $3 per
vehicle parking tax to provide funding for the planning, construction and financing of the
entertainment center and hotel project to support Irving’s convention center.
center to charge a parking tax of $3 per vehicle for all cars parked in parking facilities
controlled by the lessee/operator, including the Urban Towers parking garage during
the times authorized by the Urban Towers parking lease approved by the City Council
on May 28, 2009 (Res. No. RES-2009-225). The ordinance will also levy the parking
tax on vehicles parked at any parking facilities contractually secured by the
lessee/operator for festival or special event parking. State law and the ordinance allow
the lessee/operator to retain 1% of the tax proceeds to offset the cost of collecting the
tax.
5. These tax revenues will be pledged to repay the bonds sold to finance the
Recommendation
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AGENDA ITEM SUMMARY
Meeting: 8/25/2010 DOC ID: 3522

Recommending Department: Housing and Human Services LSR No: 11347
Resolution -- Approving and Accepting the Proposal of Key Life Homes,

Inc., for Development of Vacant Lots on Tudor Lane
1. This item supports Strategic Goal No. 2: Vibrant Neighborhoods.
2. This item has been recommended by Housing and Human Services.
3. Impact: Providing homeownership opportunities for income qualified individuals
and families who wish to reside in Irving.
4. The City issued a request for proposal for the design, engineering, and
development of the three acre site on Tudor Lane, which also included the
construction of at least 14 single family residences. The goal is to initiate the
revitalization of Tudor Lane by creating a safe, livable, model block neighborhood.
5. Key Life Homes, Inc. is an Irving based builder who has participated in a number of
housing development projects within the City of Irving. This developer has an
exceptional record in partnering with community housing development
organizations to assist with the redevelopment of various areas in the city.
6. The proposal was reviewed in accordance with pre-established criteria which
included the quality of the development concept, benefits to the city and community,
project feasibility, as well as the developer’s capacity and experience.
7. Funding in an amount not to exceed $1,975,000.00 is available in the Neighborhood
Stabilization Program Fund; an amount not to exceed $400,000.00 is available in
the Community Development Block Grant Fund; and an amount not to exceed
$207,700.00 is available in the Home Investment Partnerships Grant Fund. Total
funding for this contract is $2,582,700.00.
Recommendation
ADDITIONAL COMMENTS:
Contract Required: Yes Review Completed By: Matthew Boyle
Previous Action: N/A Council Action: N/A
Comments: The only proposal received in response to this solicitation meets the criteria
established in the RFP and is being recommended for award. Purchasing has assigned
#237D-10F to this proposal for tracking purposes.
ATTACHMENTS:
Evaluation Summary (PDF)
237D-10F Development of Lots Tudor Lane (PDF)
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CURRENT YEAR FINANCIAL IMPACT:
2021-4251-56401-9058 Budget: $1,975,000.00 Actual: $1,975,000.00
201008-4255-56401-907071 Budget: $ 400,000.00 Actual: $ 400,000.00
202009-4256-56401-909015 Budget: $ 270,700.00 Actual: $ 207,700.00
Budget Adjustment/Transfer Required: No
REVISION INFORMATION:
Prepared: 8/13/2010 01:40 PM by Marsha Hughes
Last Updated: 8/20/2010 12:04 PM by Vicki Ebner
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CITY OF IRVING
COUNCIL RESOLUTION NO. (ID # 3522)
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:

SECTION I. THAT the City Council hereby approves and accepts the proposal of Key Life
Homes, Inc., in the net amount of $2,582,700.00 for Development of Vacant Lots on
Tudor Lane, and awards the contract to said company in said amount, and authorizes
the Mayor to execute any necessary contract.
SECTION II. THAT this expenditure shall be charged to Account Nos. 2021-4251-56401-9058,
201008-4255-56401-907071, and 202009-4256-56401-909015 in the total net amount
of $2,582,700.00.
SECTION III. THAT this resolution shall take effect from and after its final date of passage, and it is
accordingly so ordered.
THIS IS TO CERTIFY THAT FUNDS ARE AVAILABLE FOR THIS EXPENDITURE.
__________________________________
Max S. Duplant, CPA
Chief Financial Officer
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on August 25, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
Acting City Secretary
APPROVED AS TO FORM:
_______________________________
Charles R. Anderson
City Attorney
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237M-10F Development of Vacant Lots - Tudor Lane, Add 2
*Recommended for award

Quality of Benefits to City Developer
Project
Vendors Development and Community Capacity and Total (100)
Feasibility (25)
Concept (35) (20) Experience (20)
Key Life Homes 31 18 22 19 90
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Attachment: Evaluation Summary (3522 : 30P42 Tudor Lane Lots Development)

Attachment: 237D-10F Development of Lots Tudor Lane (3522 : 30P42 Tudor Lane Lots Development)
SOLICITATION OVERVIEW
The City of Irving is soliciting proposals for:
TITLE: Vacant Lots for Development - Tudor Lane
RFP Number: 237D-10F
Commodity: 0105 General Construction
Due Date: 3:00 p.m., Wednesday, August 18, 2010
Location: City of Irving, Purchasing Division
845 W. Irving Blvd.
Irving, Texas 75060
Pre-Proposal Conference:
Date: August 5, 2010
Time: 10:00 a.m.
Location: Purchasing Conference Room
845 W. Irving Blvd.
Irving, Texas 75060
This conference is recommended, but not mandatory
Public Opening of Proposals:

There will be a public opening of proposals in the Purchasing Division
conference room immediately following the proposal due time/date. Only the
names of proposers will be read aloud. Interested parties are invited to attend.
Written Questions:
Submit written questions to:
Darlene Rush, Interim Purchasing Manager at drush@cityofirving.com,
Sam Jackson, Construction Services Coordinator, at sjackson@cityofirving.org and
Galen Price, at gprice@cityofirving.org
Questions may be submitted through 3:00 p.m., August 11, 2010.
No verbal questions will be accepted.
Questions of a substantial nature will be addressed in an addendum, posted
on the City’s Purchasing Web page for all interested parties whose contact
information is recorded and legible.
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TABLE OF CONTENTS for RFP 237D-10F
Solicitation Overview........................................................................................................1
Table of Contents ............................................................................................................2
Scope of Work ........................................................................................................... 3-16
Exhibit A, Aerial Photo ...................................................................................................17
Exhibit B, Street Design Plan.........................................................................................18
Exhibit C, General Construction Specifications........................................................ 19-24
Summary Response Page .............................................................................................25
Attachment A-2, Standard Terms and Conditions.................................................... 26-31
Attachment B-3, General Instructions to Proposers ................................................. 32-33
Attachment B-4, Special Instructions to Proposers .................................................. 34-35
Attachment B-8, Checklist for Proposers .......................................................................36
Attachment B-10, Map Locating Purchasing Division ....................................................37
Attachment C-1, Conflict of Interest Instructions ...........................................................38
Attachment C-2, Conflict of Interest Statement ........................................................ 39-40
Attachment C-4, Prevailing Wage Rates.................................................................. 41-42
Attachment D-3, Insurance Requirements for Services ........................................... 43-44
Attachment D-4, Insurance Affidavit...............................................................................46
Attachment D-6, Indemnification by Contractor..............................................................47
Attachment D-7,Contractors’ Certification of Worker’s Compensation ..........................48
Attachment E-1, Environmental Commitment ................................................................49
Attachment E-2, Environmental Stewardship.................................................................50
Attachment F-1, Good Faith Effort Program Overview...................................................51
Attachment F-2, Good Faith Effort Affidavit ..................................................................52
Attachment G-2, Bonding Requirements for Services....................................................53
Attachment G-4, Sample Performance Bond .................................................................54
Attachment G-5, Sample Payment Bond .......................................................................55
Attachment G-6, Sample Maintenance Bond........................................................... 56-57
Attachment H-7, NCLC Contract ............................................................................. 58-81
Attachment C-4, Prevailing Wage Rates.................................................................. 82-83
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Scope of Work and General Information
Part I: Tudor Lane
The City of Irving is pleased to offer vacant lots to be redeveloped by a qualified

Developer into single-family owner-occupied affordable housing units.
The properties were purchased by the City of Irving for the purpose of providing quality
affordable housing in these neighborhoods. The properties are located on Tudor Lane
between Claude Way and Crandall.
The lots may be visited at any time by interested applicants.
To date, the City of Irving Housing and Human Services Department has funded a total
of 45 affordable housing units for low to moderate income families. This has produced a
produced a positive social and economic impact within the City of Irving.
Affordable Homeownership
This Request for Proposal (RFP) is to solicit a qualified developer and/or general
contractor to design, engineer, and develop a 3 acre site for the development of single
family attached and single family detached homes. The qualified developer and/or
general contractor will construct at least 14 single family attached homes to be sold to
qualified buyers whose incomes are at or below 120% of the City of Irving Area Median
Income (AMI). The City of Irving Median Family Income (MFI) for FY 2010 is $68,300.
On the following page is a table that provides income levels for families at 30%, 50%,
80%, and 120% of the AMI, based on household composition.
Income Limits
Irving, TX PMSA (FY 2010 AMI: $68,300)
# in
Household 1 2 3 4 5 6 7 8
<30% Very $ $ $ $ $ $ $ $
Low 14,350 16,400 18,450 20,500 22,150 23,800 25,450 27,100
$ $ $ $ $ $ $ $
<50% Low 23,950 27,350 30,750 34,150 36,900 39,650 42,350 45,100
$ $ $ $ $ $ $ $
<80% Mod 38,300 43,750 49,200 54,650 59,050 63,400 67,800 72,150
$ $ $ $ $ $
<120% Mod 57,350 65,550 73,750 81,950 88,500 95,050 $101,650 $108,200
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Part II: General Information
The City of Irving seeks proposals to develop at least 14 units of homeownership

housing in connection with City of Irving’s revitalization of a two block area on Tudor
Lane. The City of Irving’s goal is to further the success of the Tudor Lane Project by
creating homeownership opportunities, especially for residents of the City of Irving.
In addition to complying with all City of Irving regulations, the developer must comply
with all Federal, State, and local laws and regulations.
City of Irving’s contribution to the project will be the land located on Tudor Lane, valued
at $1.8 million.
Properties
All of the properties and property information, including maps and photos, are found in
Exhibit A and B. Exhibit B is a drawing of the street design including alleyways.
Part III: Proposal Submission Procedures
In connection with this RFP, Proposers must submit an original proposal and four
copies. At a minimum the proposal shall contain all the information requested in this
RFP. Proposals shall be submitted Wednesday, August 18, 2010, no later than 3:00
pm CST:
City of Irving, Texas
Purchasing Department
845 W. Irving Blvd
Irving, Texas 75060
Any proposal received after the specified date and time will not be considered. All
proposals must be at the Purchasing office of the City of Irving, 845 W. Irving Blvd.,
Irving, Texas, 75060 on or before the above-specified date and time. If you choose to
mail your proposal, it must arrive by the specified date and time, regardless of the
postmark date. There will be no exceptions.
Evaluation of Proposals
City staff will first examine the proposals to determine their conformance with the RFP.
Any proposals that are determined to be non-responsive may be rejected. Therefore,
applicant should exercise particular care in reviewing the required proposal format as set
forth in this RFP. See Section VI for a description of the process for evaluation of
proposals.
Award of the Proposal
Award will be made to the responsive, respondent scoring the highest points, as
determined by the City’s evaluation team, and meeting the U. S. Department of Housing
and Urban Development’s requirements under the Neighborhood Stabilization Program
(NSP), administered through the Texas Department of Housing and Community Affairs
(TDHCA), CDBG and HOME programs. The City reserves the right to reject any or all
proposals, to accept or reject any one or more items of a proposal, or to waive any
irregularities or informalities in a proposal.
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Pre-Proposal Conference
A pre-proposal conference will be held 10:00 am, August 5, 2010, convening at 845
W. Irving Blvd., Irving, Texas, to provide an overview of the RFP and to respond to
questions. Participation in the conference is a prerequisite for a successful submission.
Information Provided by the City
Information included in or provided with this Request for Proposals (RFP) is provided
solely for the convenience of the applicant. WHILE THIS INFORMATION IS BELIEVED
TO BE ACCURATE, NO REPRESENTATION OR WARRANTY OF ANY KIND IS MADE
BY THE IHFC AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION
INCLUDED IN OR PROVIDED WITH THIS RFP. The Applicant is solely responsible for
conducting such independent due diligence investigations as may be necessary for the
preparation of proposals. The City of Irving and its employees, consultants, agents, and
advisors are not responsible for the completeness or accuracy of any information
distributed or made available, orally or in writing, during this procurement process
Costs and Expenses of Applicant
The City of Irving accepts no liability under any circumstances for any costs or expenses
incurred by applicant in making a proposal, visiting and evaluating the four properties,
attending any meetings or interviews, and participating in negotiations of the agreement,
or in acquiring information, clarifying or responding to any condition, request, or standard
contained in this RFP. Each applicant who participates in this procurement process
does so at its own expense and risk and agrees that the City of Irving shall not
reimburse any costs incurred during this process, whether or not any award results from
the solicitation.
Part lV: TERMS OF OFFERING
The City of Irving is seeking applicants who are willing and able to develop and build the
properties in accordance with the goals as stated herein and in compliance with
Standards and Controls established for the properties and other applicable and
governing rules and regulations.
The goals of the City of Irving in seeking development for the lots include, but are not
limited to, the following:
1. Ensure that a sound understanding of the Irving housing market is applied to ensure
the creation of high-quality single family housing.
2. Offer additional benefits to the greater Tudor Lane neighborhoods and the City of
Irving as a whole.
3. Build homes that will earn the Energy Star designation for energy efficiency or
above.
4. Create quality single family housing affordable for purchase by low and moderate
income families.
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5. Develop housing that will be affordable to families earning at or less than 120
percent of the Area Median Income. If qualified, homebuyers may utilize homebuyer’s
assistance through the NSP funds, provided through TDHCA and City of Irving’s
Homebuyers Assistance Program and will be able to have a HOME Grant Agreement.
STANDARDS AND CONTROLS
Site Conditions and Terms
1. The City of Irving is offering the properties listed in Exhibit A and B to a Developer,
which will develop the lots into high quality, affordable housing for low moderate income
homebuyers.
2. It is the intention of the City of Irving to offer the properties identified in Exhibit A and
B as one package. Applicants may submit a proposal submitted for all of the properties
identified in Exhibits A and B. Proposals submitted for all of the lots will be given
preference in the evaluation of the proposals.
3. The sites will remain the property of the City of Irving. The property will be
transferred if necessary for interim finance purposes.
Use
1. The City of Irving is committed to creating single-family, owner-occupied housing and

development will be limited to that use.
2. The lots are governed by restrictions that include zoning ordinances.
Financing Assumptions
1. Financing for the construction of the project will be provided by the builder. City of
Irving will pay Developer within 45-60 days of completion of homes.
Design Guidelines
1. Proposals should provide such landscaping and external treatments that beautify
and maintain the character of the neighborhood. Landscaping designs that are
attractive, unique, aesthetically pleasing, and energy efficient to the surrounding
environment will be required. Energy efficient landscaping techniques including using
local materials, on-site compositing and chipping to reduce green waste hauling, hand
tools instead of gas powered, buying stock from local growers to avoid energy in
transporting, and similar techniques.
2. Use of additional energy-efficient and environmentally sensitive materials (Green

Building) and processes will be required.
3. Refer to the minimum specifications, as shown in Exhibit C
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Additional Applicant Responsibilities
1. The applicant shall be responsible for obtaining all permits, standard regulatory
approvals, or regulatory changes of any kind, as well as any required engineering and
environmental studies.
2. Any costs of surveys, legal descriptions, and any other typical development “soft
costs” shall be included in the total development costs.
Applicant may be asked to respond to follow-up questions from the City of Irving.
PART V: PROPOSAL SUBMISSION REQUIREMENTS
General Requirements
Submission of a proposal shall constitute acknowledgement and acceptance of all the

terms and conditions contained in this RFP. Once submitted, proposals in response to
this RFP cannot be altered without the City of Irving’s express written consent.
Proposals may be modified in writing at any time prior to the due date and time.
Compliance with RFP
All proposals must be in compliance with this RFP. Each applicant must furnish the
information required by the RFP. Proposals submitted without requested information
and or the forms included in the RFP will be considered non-responsive and rejected.
Any alteration of the wording in the RFP by the applicant may result in rejection of the
proposal.
In performing the Agreement, the applicant agrees to use diligent efforts to purchase all
goods and services from Irving businesses whenever such goods and services are
comparable in availability, quality, and price.
As a matter of policy with respect to the City of Irving’s policy on projects and
procurements, the City of Irving also encourages the use, if applicable, of qualified
contractors, subcontractors and suppliers where at least fifty-one percent (51%) of the
ownership of such contractor, subcontractor or supplier is vested in racial or ethnic
minorities or women owned businesses. In the selection of subcontractors, the applicant
agrees to consider this policy and use its reasonable and best efforts to select and
employ such companies and persons for work and supplies under the Agreement.
No lobbying of City of Irving employees, officials, or City Council members will be

permitted or tolerated. The City of Irving will not provide information about its
determination or any proposals received until after the award of the contract.
Proposal Delivery and Acceptance
Proposals must be received by the City of Irving Purchasing Department, 845 W. Irving
Blvd., Irving, Texas, 75060 no later than 3:00 pm on August 18, 2010. The City of
Irving will not be responsible for failure of services on the part of the U.S. Postal Office,
courier companies, or any other form of delivery service chosen by the bidder. Late bids
will not be accepted or if dropped off, will be returned to the respondent unopened.
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Applicant must submit one (1) original and four (4) numbered copies of each proposal
totaling (5) submissions of each proposal (bound in a loose-leaf notebook to lay flat
when read) in a sealed envelope or box. All proposals must have a table of contents
and each section tabbed. Applicant shall mark the RFP number, due date, and
company name clearly on the outside of the box or envelope.
Explanations or Clarifications
Any explanation, clarification, or interpretation desired by an applicant regarding any part

of the RFP must be requested in writing from the City of Irving no later than the date
specified herein. Requests for explanations or clarifications may be emailed, faxed, or
mailed to the contact person identified as the contact person for the RFP.
All requests must be received by the dates specified on the cover page and clearly
identify the applicant company name, point of contact and RFP number. Nothing stated
or discussed orally during any conversation, pre-proposal conference, interview or other
session shall alter, modify or change the requirements of this RFP. Only interpretations,
explanations, or clarifications of this RFP and answers to questions that are incorporated
into a written amendment or addendum to this RFP issued by the City of Irving shall be
considered by applicant. Any amendments or addenda will be distributed in the same
manner as the RFP, but it shall be the responsibility of the applicant to make inquiries as
to the addenda issued. All such amendments or addenda shall be become part of this
RFP, and all applicants shall be bound by such amendments or addenda. Each
amendment or addendum issued will be on file in the City of Irving Purchasing
Department.
Ambiguity, Conflict or Errors in RFP
Applicants are expected to carefully examine all documents that make up the RFP. The
City of Irving assumes no responsibility for any errors or misrepresentations that result
from the use of an incomplete RFP. If an applicant discovers any ambiguity, conflict,
discrepancy, omission, or other error in this RFP, it shall immediately notify the City of
Irving of such error in writing and request modification or clarification of the document.
The City of Irving will make modifications by issuing a written revision and will give
written notice to all parties who have received the RFP from the City of Irving. The
applicant is responsible for clarifying any ambiguity, conflict, discrepancy, omission, or
other error in the RFP prior to submitting the proposal. Implied Requirements: Products
and services that are not specifically requested in this RFP but which are necessary to
provide the functional capabilities proposed by the applicant, should be included in the
proposal.
Proprietary Information
All material submitted to the City of Irving becomes public property and is subject to the
Texas Public Information Act upon receipt. Any material that is to be considered
confidential in nature must be clearly marked as such and shall be treated as
confidential to the extent allowable under the Texas Public Information Act. Trade
secrets, proprietary and/or confidential information MUST be placed in a separate
envelope marked “CONFIDENTIAL INFORMATION” and EACH PAGE must be marked
“CONFIDENTIAL INFORMATION.” Failure to identify proprietary information will result
in all unmarked sections being deemed non-proprietary and available upon public
request.
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In the event that the City of Irving receives a request for information that an applicant
has previously marked as proprietary or confidential, the City of Irving will request a
decision from the Texas Attorney General on the matter and will notify the applicant in
accordance with the Texas Public Information Act. The final decision as to what
information must be disclosed lies with the Texas Attorney General.
Cancellation or Modification of RFP and Rejection of Any and All Proposals
The City of Irving reserves the right to withdraw this RFP at any time and for any reason
and to issue clarifications, modifications, and/or amendments, as it may deem
appropriate. If there is any disagreement or discrepancy between this RFP and any
supplement or amendment, the most recent supplement or amendment shall govern.
The City of Irving reserves the right to waive irregularities in proposals, if such action is
in the best interest of the City of Irving. Any such waiver shall not modify any remaining
RFP requirements or excuse the applicant from full compliance with the RFP
specifications and other contract requirements if the applicant is awarded the contract.
The City of Irving shall accept all proposals for review that are prepared and submitted in
conformance with this RFP, but reserves the right to accept or reject in whole or in part
any or all proposals submitted. The City of Irving reserves the right to request
clarifications or corrections to proposals. The unreasonable failure of an applicant to
promptly supply information in connection with such a request may be grounds for
determination of non-responsiveness and rejection of the proposal. Receipt of a
proposal by the City of Irving or submission of a proposal to the City of Irving confers no
rights upon the applicant, nor does it obligate the City of Irving in any manner. The City
of Irving reserves, at its sole discretion, the right to determine which applicants are
qualified to provide services requested in this RFP.
The City of Irving, in its sole discretion, may exclude an applicant from further
participation in the negotiation process if it determines that the applicant is severely
falling behind in negotiations, without any apparent or documented reason for such
delay. The notification of such exclusion from further negotiation shall be in writing,
signed by the City of Irving signature authority, and delivered to the applicant by certified
mail.
Conducting Investigations/Requesting Supplementary Information
The City of Irving reserves the right to conduct investigations with respect to the
qualifications, experience and representations of the applicant and applicant team
members and require applicant to supplement, clarify or provide additional information in
order for the City of Irving to evaluate proposals submitted. Each applicant and
applicant team member, through its request for receipt of this RFP and participation in
this procurement, consents to such investigations.
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Applicant Indemnification of the City of Irving
APPLICANT DOES HEREBY AGREE TO WAIVE ALL CLAIMS, RELEASE,

INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY OF IRVING AND ALL OF
ITS OFFICIALS, OFFICERS, AGENTS AND EMPLOYEES, IN BOTH THEIR PUBLIC
AND PRIVATE CAPACITIES, FROM AND AGAINST ANY AND ALL LIABILITY,
CLAIMS, LOSSES, DAMAGES, SUITS, DEMANDS OR CAUSES OF ACTION
INCLUDING ALL EXPENSES OF LITIGATION AND/OR SETTLEMENT, COURT
COSTS AND ATTORNEY FEES WHICH MAY ARISE BY REASON OF INJURY TO OR
DEATH OF ANY PERSON OR FOR LOSS OF, DAMAGE TO, OR LOSS OF USE OF
ANY PROPERTY OCCASIONED BY ERROR, OMISSION, OR NEGLIGENT ACT OF
APPLICANT, HIS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS,
INVITEES OR AN OTHER PERSON, OR FOR ANY CLAIM, LOSS DAMAGE, SUIT,
DEMAND OR CAUSE OF ACTION RELATING TO THE PROPOSAL, AWARD,
NEGOTIATION, OR SELECTION OF APPLICANT ARISING OUT OF OR IN
CONNECTION WITH THIS RFP, AND APPLICANT WILL AT HIS OR HER OWN COST
AND EXPENSE DEFEND AND PROTECT THE CITY OF IRVING FROM ANY AND ALL
SUCH CLAIMS AND DEMANDS.
SUCH INDEMNITY SHALL APPLY WHETHER THE CLAIMS, LOSSES, DAMAGES,

SUITS, DEMAND OR CAUSES OF ACTION ARISE IN WHOLE OR IN PART FROM
THE NEGLIGENCE OF THE CITY OF IRVING, ITS OFFICERS, OFFICIALS, AGENTS
OR EMPLOYEES. IT IS THE EXPRESS INTENTION THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY THE APPLICANT TO
INDEMNIFY AND PROTECT THE IHFC FROM THE CONSEQUENCES OF THE
CITY’S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS A SOLE OR
CONCURRING CAUSE OF THE INJURY, DEATH OR DAMAGE.
IN ANY AND ALL CLAIMS AGAINST ANY PARTY INDEMNIFIED HEREUNDER BY

ANY EMPLOYEE OR APPLICANT, ANY SUBCONTRACTOR, ANYONE DIRECTLY OR
INDIRECTLY EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOLE ACTS ANY
OF THEM MAY BE LIABLE, THE INDEMNIFICATION OBLIGATION HEREIN
PROVIDED SHALL NOT BE LIMITED IN ANY WAY BY ANY LIMITATION ON THE
AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS PAYABLE BY
OR FOR APPLICANT OR ANY SUBCONTRACTOR UNDER WORKMAN’S
COMPENSATION OR OTHER EMPLOYEE BENEFITS ACT.
BY SUBMISSION OF A RESPONSE TO RFP, APPLICANT AGREES THAT IS SHALL

BE BOUND BY THE INDEMNIFICATION AND REMEDY PROVISIONS OF THIS RFP.
IF ANY LIABILITY CLAIMS, LOSSES, DAMAGES, SUITS, DEMANDS OR CAUSES OF
ACTION ARISE OUT OF RFP, THE IHFC MAY SEEK PAYMENT OF ANY EXPENSES
INCURRED IN DEFENSE, SETTLEMENT, OR PAYMENT OF ANY JUDGEMENTS,
CONSTS, FEES, CHARGES, EXPENSES, OR ANY EXPENDITURE NECESSARY
DUE TO THE LIABILITY, CLAIMS, LOSSES, DAMAGES, SUITS, DEMANDS OR
CAUSES OF ACTION THAT ARISES OUT OF RFP FROM THE PROPOSAL
SECURITY PROVIDED BY APPLICANT PURSUANT TO SECTION VI.G OF RFP.
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Proposal Contents
Applicants are required to submit the following information in the format described below
and in sufficient detail to enable the City of Irving to give ample consideration to the
proposal. Additional information regarding formatting, presentation, and delivery of the
proposal can be found in this section under Submission Instructions.
DEVELOPMENT CONTENT
a. Each proposal must include a cover letter signed by an officer authorized to make a
binding contractual commitment for the firms or organizations in the development team.
b. Each proposal must include complete applicant information. List one reliable, lead
contact for the development team. Please include primary and alternate phone
numbers.
c. Provide a narrative of the project describing the scope of work, scale and character
of the project, and any and all conditions thereon.
d. The narrative must also contain a description of the construction quality; green
building techniques utilized and any energy efficiency gains produced; and the quality of
the internal and external aesthetics. The proposal must meet or exceed the
requirements of the RFP as well as current City of Irving new construction building
requirements included in Exhibits A and B for each property. No variances will be
allowed from these requirements. All properties will require City of Irving permits and
inspections; permit fees will be waived.
e. Provide a proposed project design, including construction.
f. Pricing page should include an overall proposed price, with a breakdown of costs
associated with the following:
- Design and architecture of 1200 square foot, 2 story, 2 car attached rear entry
garage,
- Construction of up to 14 1200 square foot, 2 story, 2 car attached rear entry garage
homes
- Construction of Masonry Wall
- Construction of Alleyway
- Streetscaping
- Site Development (including drainage plan, grading plan, utilities, storm water
plan(if necessary),etc. All of these are to be provided by the developer, not the City)
BENEFITS TO THE CITY AND COMMUNITY
a. Indicate any elements of the proposed project that will provide specific amenities
and/or benefits to the immediate and surrounding the Tudor Lane communities and the
City of Irving as a whole.
FEASIBILITY
a. Provide a development budget indicating estimated costs of develop and building on

the sites. Include in this budget the estimated “hard” and “soft” costs for the actual
project. Provide a summary of the assumptions on which these estimates are based,
such as previous comparable projects or estimates provided by contractors.
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b. Provide a detailed project timeline for the project from award of the City of Irving
contract through the various stages of construction.
c. Identify in the proposal the construction price and number of bedrooms for each unit
proposed.
DEVELOPER CAPACITY
a Provide a narrative statement describing the previous experience of the applicant and
development team. Provide specific information on projects that are similar in scale and
character to the proposed development, including the nature and dollar value of each
project, the project manager’s name and contact information from at least one
participating lending institution. Emphasize any exceptional or unique qualifications of
the applicant. Include any prior experience working with grant funded projects. Please
provide names, phone numbers, and addresses for at least three references.
b. Provide resumes of the project team, including, if applicable, architect, engineers

of all appropriate disciplines, contractor and/or construction manager, marketing agent
and property management firm. Resumes should include a description of experience
and completed projects that the reviewers may visit.
c. Applicant must provide sufficient financial information to establish the approximate

net worth and liquid assets available to the development team to complete the project.
Provide supporting documentation for the above financial information. Be advised that
the analysis of this statement will include a comparison of stated available assets and
the estimated equity required for the development. All financial information will be
treated with the strictest confidence within the City of Irving.
d. Applicants are required to provide the current annual audit along with the most
recent year-end financial statements.
e. Non-profit entities should provide a summary of funding sources.
Submission Instructions
1. Proposals must include, at minimum, the requirements listed in this RFP and may
include any background or other supporting information that the applicant feels
necessary. They should be prepared in a professional manner and in the format
described in this RFP.
2. The City of Irving will not be limited to the information provided by the applicant, but
may utilize other sources of information useful in evaluating the capabilities of the
applicant. Additional information or modifications to proposals may be requested of any
applicant.
3. The City of Irving may in its sole discretion, cancel this RFP, in whole or in part. The
City of Irving may in its sole discretion reject any or all proposals.
PART VI: EVALUATION CRITERIA
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The City of Irving will review proposals based on a scale of 100 points. The City of Irving
will utilize the following criteria to evaluate the proposals received.
Criteria used in evaluation of proposals include, but are not limited to, the following:
Quality of Development Concept (35 Points)
1. Overall scope and quality of the proposed development
2. Meeting or exceeding the requirements of the RFP, particularly providing quality
homeownership opportunities.
3. Meeting accepted green building and energy star standards such as

recommendations from the U.S. Green Building Council and U.S. Department of Energy.
4. Quality of the design for the proposed development, as well as its compatibility with
the surrounding neighborhoods.
5. Quality of the interior design and aesthetics.
6. Additional benefits to residents.
Benefits to the City and Community (20 Points)
1. Direct financial benefits to the City of Irving that include, but are not limited to
incremental tax revenues and secondary financial impacts. Contributions to the
economic growth of the City that include, but are not limited to, meeting the demand for
affordable quality housing and other positive contributions to long-term growth of the
City.
2. Meeting of a citywide service need, such as affordable housing.
3. Benefits to the community including, but is not limited to, streetscape improvements.
4. Support of the proposal by the Tudor Lane community and its residents will also be
considered in this category.
Project Feasibility (25 Points)
1. Include a line time budget for each phase of construction.
2. Project is economically sound and based on established financial principles and

supported market assumptions.
3. Project may be accomplished in a timely manner.
4. Project does not have insurmountable regulatory hurdles or constraints.
Developer Capacity and Experience (20 Points)
1. The development team has a satisfactory record of past performance as

demonstrated by the applicant experience in planning, financing, constructing,
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marketing, and managing projects similar in size and scope to the proposed project.
Note: Developer will be paid within 45-60 days upon completion of homes.
2. The applicant has a record of accomplishment of successful negotiations with

governmental entities and/or community members on completed development projects.
3. The applicant has the ability to provide or obtain sufficient resources to successfully
negotiate an agreement with the City of Irving to start and complete the project within a
timely manner.
PART VI: DEVELOPMENT PROCESS
Development Oversight
The selected applicant must agree to the review and guidance of the City of Irving, the
Housing and Human Services Department, and the Planning & Inspections Department
in the preparation of plans in conformance with this RFP, the Zoning Ordinance, Historic
Preservation standards as applicable and other applicable codes and ordinances of the
City of Irving.
RIGHTS RESERVED BY THE CITY OF IRVING
The City of Irving reserves the right in its sole discretion to recommend the award of a
contract related to this RFP based upon the written proposals received by the City of
Irving without prior discussion or negotiation with respect to those proposals. All
portions of this RFP will be considered to be part of the contract and will be incorporated
by reference. Any contract awarded in connection with the RFP will be subject to
approvals as required by the City Attorney of the City of Irving.
As part of the evaluation process, the City of Irving specifically reserves the right to
review and approve the drawings, plans and specifications for development with respect
to their conformance with the goals and requirements of this RFP.
The City of Irving also reserves the right to refuse to approve any such drawings, plans
or specifications that are not suitable or desirable, in its opinion, for aesthetic or
functional reasons; and in so passing upon such drawings, plans and specifications, it
shall have the right to take into consideration, but shall not be limited to, the suitability of
the development plan, architectural treatment, building plans and elevations, materials
and color, construction details, access, parking, loading, landscaping, identification
signs, exterior lighting, refuse collection details, street, sidewalks and the harmony of the
plan with the surroundings.
The City of Irving reserves the right to accept or reject any and all proposals, at its sole
discretion, received as a result of this RFP, to waive minor irregularities, and to conduct
discussions with all responsible applicants, in any manner necessary, to serve the best
interest of the City of Irving.
The City of Irving reserves the right to request additional information from any or all
applicants if necessary to clarify statements or data contained in the proposals.
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The City of Irving reserves the right to reject any proposal as a result of
misrepresentation of any information contained in the proposal.
While it is the present intention of the City of Irving to carry out the development of these
properties as identified in this RFP as soon as practicable, nothing contained in this RFP
shall be construed as a warranty or commitment on the part of the City of Irving to be
obligate to make conveyance of any particular property. The City of Irving shall not be
liable for any costs, damages, injuries, or liabilities caused to or suffered or incurred by
the Developer, its successors or assigns in connection with, or as a result of the City of
Irving inability to deliver clear title promptly to all included properties.
PART VII: ADMINISTRATIVE INFORMATION
Issuing Office
This RFP is issued by the City of Irving Purchasing Department, 845 W. Irving Blvd,
Irving, TX 75060. Proposals may be downloaded from the City’s website at
www.cityofirving.org.
Property Inspections
Properties are available for inspection on an ongoing basis.
Revisions and Addenda
Should it become necessary to revise any part of this RFP, provide additional
information necessary to adequately interpret provisions and requirements of this RFP,
an Addendum to the RFP shall be provided. The City of Irving will appropriately update
the web version of the RFP, should any such revisions or addenda be necessary.
Because the City of Irving may not have contact information for applicants who choose
to acquire the RFP from the City of Irving website, it is recommended that such entities
review subsequent postings periodically to maintain current information about the
offering.
Deadline
The deadline for receipt of proposals is 3:00 pm, August 18, 2010. Proposals will be
dated and time stamped upon submission and a receipt will be provided. The City of
Irving shall not accept proposals after the deadline. Use of the U.S. Postal Service,
private delivery companies or courier services is undertaken at the sole risk of the
applicant. It is the applicant sole responsibility to ensure that the proposal is in the
possession of the issuing office by the deadline.
Incurring Expenses
The City of Irving shall not be responsible for nor in fact will pay any cost incurred by any
applicant in preparing and submitting a proposal or requested supplemental information
in response to the RFP.
Public Information Act Notice
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The City of Irving commits to handling all information regarding financial assets and
holding of applicant in strictest confidence. Applicant should give specific attention to
identifying any additional portions of their proposals that they deem to be confidential,
proprietary information, or trade secrets and provide any justification why such material,
should not be disclosed by the City of Irving under the Texas Public Information Act
Chapter 552 of the Texas Government Code.
Compliance with the Law
By submitting an offer in response to this RFP, the applicant selected for award agrees
that it will comply with all Federal, State, and City laws, rules, regulations, and
ordinances applicable to its activities and obligations under this RFP.
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EXHIBIT A
AERIAL PHOTO
TUDOR LANE LOCATION
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EXHIBIT B
STREET DESIGN PLAN

TUDOR LANE LOCATION
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EXHIBIT C
GENERAL SPECIFICATIONS FOR ENERGY EFFICIENT RESIDENTIAL CONSTRUCTION
FOR THE CITY OF IRVING HOUSING DEPARTMENT
1. The size of the Home:

1. The two story home is to be - 1200 min. to 1850 max. sq. ft. – 3 bedrooms, 2 ½ baths.
2. The square footage of the home is based on the air conditioned space only and
does not include the garage area or porches.
3. The design of the home should be complimentary to the neighborhood in which the
home is being built (ex. Hardie, Wood, or brick).
4. The home must comply with the “Energy Star” program.
5. Construction duration to be up to 120 days.
2. General Site Matters:

1. 18’ wide driveway - broom finish the concrete and slope to drain.
2. 3’ wide entry walk - broom finish concrete, no step to the porch level allow for WC
access and slope to drain.
3. Patio 100 sq. ft. broom finish concrete and slope to drain.
4. Fence to be - 6’ high treated w/metal posts and 1 man Gate @ 3’-0” min.
5. Contractor shall replace any city sidewalk or existing driveway that is broken or
cracked during construction. (replace sections of the walk from joint to joint, address
the driveway as agreed upon by contractor, and city staff).
6. The minimum finish floor of a new home is to be as per the grading plan, submitted by
the developer and approved by the city, and the final grade shall be sloped to drain.
3. Foundation:
1. Provide an engineered post tension slab on grade foundation.
2. Foundation design, for bidding purposes only, to be based on a 4 inch Monolithic
12x28 grade beams poured concrete foundation, 3000 PSI min., including porch
3. Provide positive drainage from slab, with 4 to 6 inches of revealed slab from
grade to finish floor an shall be per grading plan.
4. Framing:
1. Standard 9 ft. plate line for all walls – (pop ups, slopes, boxes to be per specific plan).
2. All exterior walls to be 2x6 #2 douglas fir or equal @ 24” o.c.
3. All corners to be open framed to allow for full insulation – no “dead corners” or “T”s.
4. Exterior walls that have plumbing in them, shall be set “in” an additional 3 ½” min. and
located inside of a “furred out” wall to allow for Full insulation in the insulated exterior
wall.
5. All interior walls to be 2x4 #2 fir or equal @ 16” o.c. all frames lumber to be # 2 fir. or
equal.
6. All materials to be approved.
7. Tyvek or equal “house wrap” on exterior walls.
5. Siding and Soffits:

1. Provide “Hardie” board or HHS approved similar product for all siding, soffit and fascia
per plan.
2. 16” minimum overhang on Soffit.
3. Do not provide soffit vents.
6. Roofing:
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1. 7/16” OSB roof decking w/ H-clips.
2. 30 year dimensional composition shingle roofing material.
3. Provide #15 asphalt felt under roofing shingles with #30 in all valleys.
4. Do not provide roof vents.
7. Exterior Finish:
1. Hardie Board siding or equal.
2. Paint all exterior siding, soffit and fascia, caulk, prep and prime w/ 2coats. Exterior
latex paint.
3. Exterior Doors to be painted w/ 2coats exterior latex paint.
8. Windows:
1. All windows to be double pane insulated low “E”, vinyl windows, complying with
energy code.
2. All windows to be caulked with silicone to adjacent material to prevent water
infiltration.
3. Provide plastic flashing at all windows and install in shingle fashion with the
“house wrap”.
9. Gutters:
1. Provide aluminum seamless gutters at the exterior doors and garage door with
downspouts and splash blocks.
10. Exterior Electrical & Lighting:

1. Exterior lighting to be 1 - overhead light at front door / porch, 1 - wall mount
fixture at/near the rear door.
2. 3 – exterior GFI’s located as follows: 1 @ front, 1 @ rear and 1 @ a/c condenser
per code.
11. Exterior doors:

A. Front Door:
1. Front Door to be 3’ - 0” x 6’ - 8”, 6 – panel fiberglass or hollow metal insulated door w/
peep hole – double bored, locks to be as follows:
B. Rear Door:
1. Rear door to be 2’ - 8” 6’ - 8”, 1 - light, insulated metal door – double bored.
C. Exterior locks to be:

A. 1 - lever keyed lock, B. 1 – single cylinder dead bolt lock.
12. Insulation:
1. Install R- 20 open cell foam approximately 5 ½” insulation at all
exterior walls and attic of living space.
2. Provide same foam insulation at pony walls separating living space from
the garage or porch areas.
3. Provide full poly seal/weatherization - sealing of the entire house, including
sealing around all windows, door openings and all holes and penetrations prior to
foaming – THIS STEP IS VERY IMPORTANT
4. Garage wall/house wall shall be insulated with foam.
5. Provide no insulation at the ceiling level.
13. Cabinets and Tops:

1. Pre-finished stained cabinets in kitchen area, 36” base cabinets.
2. Provide 42” high upper cabinets in the kitchen.
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3. Pantry for food storage in kitchen area.
4. 32” high pre-finished stained cabinets in bath areas 30” min. width, uppers per plan.
5. Provide detailed shop drawings of all cabinets, prior to fabrication.
6. Kitchen countertops and backsplash to be plastic laminate Wilsonart or equal.
7. Bath countertops and backsplash to be cultured marble w/Integral bowl.
8. Provide countertop samples for city staff approval.
14. Interior Doors and Trim:

A. Interior Doors:
1. All interior doors to be 6 – panel hardboard hollow core, 3’ - 0” x 6’ - 8”, 1/ 3/8” thick.
2. Bedroom doors to be minimum 2’ - 8” x 6’ - 8”
3. Bi-Fold doors are not allowed.
4. 3’ - 0” x 6’ - 8” solid core sealed door with threshold from garage to house.
5. Bathroom doors to be 2’ – 6” x 6’ – 8”
B. Interior door locks/hardware:

1. Master bedroom and bath doors to have privacy locks.
2. All other doors to be Passage Locks.
C. Interior Trim:
1. Base molding to be paint grade B322 , C322 casing or equal.
2. Door casing painted.
3. Closets to have MDF or equal painted shelves. wooden closet rods.
4. Closets to have maximum hanging and storage space.
15. Wall and Floor Finishes:

A. Wall and Ceiling Textures:
1. All drywall to 1/2 ” GWB.
2. All walls and ceiling textures to be medium splatter drag – provide sample
prior to proceeding.
B. Interior finishes:
1. Provide low VOC Paint on all walls and ceilings, flat latex, 1 - color entire
house city staff to select.
2. Trim paint/ interior doors, semi-gloss latex enamel, antique or acoustic white.
C. Flooring:
1. Ceramic tile 12 x 12 minimum.
2. 28 oz carpet and ½ pad HUD / FHA approved flooring.
3. Provide samples on all flooring.
4. Other floor finish types to be subject to approval by city staff – contractor to submit
samples.
16. Finish Schedule:

A. Front Porch & Sidewalk:
1. Broom finish concrete floor and slope to drain.
2. 1 – WPGFI electrical outlet on wall.
3. 1 – Overhead light at ceiling.
B. Family Room:
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1. Base molding, painted.
2. Doors / casing painted.
3. 1 – ceiling fan and light kit.
4. Carpet and pad flooring.
5. 1 – T/V outlet.
6. Wood burning fireplace – with fresh air supplemental venting
C. Kitchen:
1. 1 – ceiling mount fluorescent light 2 light 4’.
2. Ceramic tile floor.
3. White appliance package.
4. Stainless steel sink, chrome faucet w/Spray.
5. 1 – Telephone Outlet.
6. Pantry for Food Storage.
D. Breakfast Nook:
1. 1 – Decorative ceiling mounted light fixture, chandelier.
E. Utility Room:
1. Surface mounted ceiling light with fluorescent blub.
2. Space for washer full size washer and dryer electric 60” min. width.
3. 1 – MDF painted shelf (1 x 12 ) above washer / dryer.
F. Master Bedroom:
1. 1- Ceiling Fan and Light Kit. 52”.
2. Carpet and Pad Flooring.
3. 1 – Telephone Outlet.
4. 1 – T/V Outlet.
G. Master Bedroom Closet:

1. Surface mount closet fluorescent light fixture
H. Master Bath:
1. 1 – Wall mounted light fixture above vanity 6 bulb.
3. Standard mirror to be ¼” x 42” tall above vanity and same width as the vanity.
4. 1 - 5’ garden tub.
5. 1 – 3’ x 3’ min. stand alone shower with glass shower door.
6. White 2 – pc toilet.
7. Chrome tissue holder, towel ring and 24” towel bar, provide proper blocking.
I. All other Baths:

1. 1-Wall mounted light fixture above vanity. 4 bulb
3. Standard mirror to be ¼” x 42” tall above vanity and same width as the vanity.
4. 1 – steel tub with ceramic tile surround.
5. White 2 – pc toilet.
6. Chrome tissue holder, Towel Ring and 24 ‘ Towel Bar. Provide proper blocking.
J. Bedrooms #2: ( Hall ):
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1. Ceiling fan and light kit, 52’
3. Closet w/ rod and shelves.
4. 1 phone & 1 TV.
K. Bedroom #3:
1. 1 – Ceiling fan and light Kit, 52”.
3. Closet w/ rods and shelves.
4. 1 Phone & 1 TV
L. Hall:
1. 1 – Ceiling mount light.
2. Door bell chime to be located in the hallway.
3. Provide Linen closet in hall.
17. Appliance Package: provide all energy star equipment:

1. All appliances to be GE, Whirlpool, or equal - provide specifications on all appliances.
2. Standard 30” electric range / oven self cleaning.
3. Standard refrigerator with indoor water and ice dispenser.
4. 30” microwave non-vented.
5. Disposal ½ hp.
6. Standard dishwasher.
7. All light bulbs to be energy savers, midgrade lighting package.
18. Garage:
1. Walls and ceiling texture to be splattered drag.
2. Provide two 2 light 4 foot surface mount fluorescent light fixtures.
3. 2 – GFI wall receptacles at 48” high.
4. 1 – 16 x 7 overhead garage door w/ 1/3 HP automatic door opener.
5. Smooth finish concrete floor slope toward the garage door.
6. 1 – 65 gallon high eff., electric hot water heater on 18” platform, in safety pan w/ drain.
7. Disappearing pull – down stairs in garage area or per plan.
8. Provide 3/4”or two layers of 7/16” OSB attic flooring decking above garage area.
9. Provide a through wall low vent 5” x 10” in the wall of the garage near the garage
door.
19. Electrical System:

1. All electrical outlets, switches, light fixtures, appliances as per NEC and IRC 2003.
2. Telephone outlets w/ Cat – 5 wiring.
3. TV outlets w/ dual coaxial cables - per plan.
4. Chime unit with doorbell button at front door, upstairs on 2 – stories.
5. 200 amp service with square “D” breakers.
6. Pre-wire of homes for security systems
20. HVAC System:

1. Provide 14 SEER heat pump system complying with “Energy Star”.
2. Provide electric furnace & A/C system.
3. Provide R/A filter grills at the ceiling or wall – filters to be pleated type.
4. Provide R-6 duct system.
5. Provide a programmable thermostat by Honeywell or equal.
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21. Plumbing Fixtures: Delta, Moen, or equal:
1. All fixtures to be Delta, Moen, or equal.
2. Toilets to be white standard 2 –pc toilet 1.6 GPF min.
3. Refrigerator space in kitchen to be supplied w/ water for ice maker.
4. Pex water lines are permissible.
5. 13-D or 13R fire sprinkler system (single family attached)
22. Landscaping (must be drought resistant):

1. Provide full sod (Bermuda or St. Augustine) in the front yard and back yard,
parkway if applicable.
2. Provide 2-3” trees in the front yard and one in the back yard.
3. Provide 8 to 10 - 3 gal. evergreen shrubs at 2’-0” o.c. the front of the house.
4. Care should be taken to preserve any existing trees as much as possible.
5. Energy efficient landscaping techniques, including use of hand tools
on-site compositing and chipping to reduce greenwaste hauling.
23. Construction waste:

Contractor to take measures to minimize construction waste, keep
construction site clean and free of accumulating debris at all times. Any
site waste recyclable products that are on site should be recycled for future use.
24. Builder Community Contributions (All Builder contributions are required to meet
City of
Irving codes):
Sprinkler Systems
Labor donation for fire sprinkler installation
Landscaping
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CITY OF IRVING
PRICING PAGES
RFP #237D-10F
DEVELOPMENT OF VACANT LOTS – TUDOR LANE
Phase Cost
Grand Total Price Proposal
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CITY OF IRVING
SUMMARY RESPONSE PAGE for RFP #237D-10F
DEVELOPMENT OF VACANT LOTS – TUDOR LANE
COMPLETE LEGAL NAME of firm submitting proposal:

_____________________________________________________________
Mailing Address: ____________________________________________________
City, State, & Zip: ___________________________________________________
Phone: ___________________ E-mail Contact: __________________________
Authorized Signature ______________________________Date _______________

Signature indicates bidder accepts the specifications, terms and conditions of this solicitation and that
bidder is not delinquent on any payment due the City nor involved in any lawsuit against the City.
Print Name__________________________________ Title _____ _____________
PROPOSING as a ________Corporation __________ Non-Profit Corporation

___________ Limited Liability Company __________ Partnership
___________ Individual or Sole Proprietor
M/WBE: If you are a minority-owned or woman-owned business, please check

which type and list any certification number. ______Black _____Hispanic
_____Asia-India _____Asia-Pacific____Native American _____ Woman-Owned
Certification # ____________________
PAYMENT PREFERENCE: Check all that apply:

_____EBT (electronic bank transfer) ______Check ______Credit card
A current W-9 must be submitted by vendors receiving an initial award from the City of
Irving.
COOPERATIVE PURCHASES: Should other governmental entities decide to participate

in this contract, would you agree that all terms, conditions, specifications and pricing
would apply? Yes________No ________. If other governmental entities choose to
participate, each entity will place its own order and be responsible for its own payments.
REFERENCES: This solicitation requires references. Please attach to this page a list
three references for completed projects similar in size, and preferably one in the
Metroplex that can be viewed before the award. For each reference list name, contact
person, address, telephone, and e-mail address. The City may utilize other available
information in gaining a comprehensive overview of the bidder’s qualifications and
record of performance.
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STANDARD TERMS AND CONDITIONS
Attachment A-4
1. Application
These standard terms and conditions shall apply to all City of Irving
(hereafter “City”) solicitations and procurements, unless specifically
excepted in the solicitation specifications.
2. Requirements
By submitting a bid, the respondent agrees to provide the City of Irving with
the specified goods or services described in the solicitation in accordance
with these standard terms and conditions, at the agreed upon bid price and
in compliance with the stated specifications and any subsequent
addendums issued prior to the date of the bid opening.
3. Legal Compliance
Bidder or proposer must comply with all Federal, State and Local laws,
statutes, ordinances, regulations and standards in effect at the time of
delivery of goods and services, and must maintain any and all required
licenses and certificates required under the same laws, statutes,
ordinances, regulations and standards for services and/or goods provided in
response to this solicitation.
4. Modifications and Addendums

The City shall have the right to modify any of the solicitation documents
prior to submission deadline and will endeavor to notify potential bidders,
but failure to notify shall impose no liability or obligation on the City. All
modifications and addendums must be in written form prepared by the City
department issuing the solicitation. Bidders are responsible for
incorporating any and all modifications and addendums into their bid
responses.
5. Interpretation of Bid Documents

The City is the final judge of the meaning of any word(s) sentences,
paragraphs or other parts of the bid documents. Bidders are encouraged to
seek clarification, before submitting a bid, of any portion of the bid
documents that appears to be ambiguous, unclear, inconsistent, or
otherwise in error. Clarifications will be in writing.
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6. Late Bids
Bids must be received in the Purchasing Office by the time specified in the
solicitation. The City will not accept late bids and is not responsible for the
lateness or non-delivery of bids by the Postal Service or any private delivery
firm. The time/date stamp in the Purchasing Office shall be the official time
of receipt.
7. Conditional Bids
The City will not accept conditional bids which qualify the bidder’s response
in any way. Any alterations, erasures or strikethroughs made by the bidder
prior to submission of the bids must be initialed by the bidder to guarantee
authenticity.
8. Minor Irregularities
The City reserves the right to waive any minor irregularities that do not
materially affect the scope or pricing of submitted bids.
9. Responsiveness of Bids
The City wants to receive competitive bids, but will declare “non-responsive”
bids that fail to meet significant requirements outlined in the solicitation
documents.
10. Discrepancies and Errors

In the case of a discrepancy between the unit price and the extended total
for a bid item, the unit price will prevail. The unit prices of bids that have
been opened may not be changed for the purpose of correcting an error in
the bid price.
11. Identical Bids

In the event two or more identical bids are received, and the bids are lowest,
responsible and responsive, award will be made as prescribed in the Texas
Local Government Code, Chapter 271.901.
12. Withdrawal of Bids

Bidders may withdraw any submitted bids prior to the bid submission
deadline. Bidders may not withdraw once the bids have been publicly
opened, without the approval of the City’s purchasing manager. Bidders will
be allowed to withdraw bids that contain substantial mathematical errors in
extension
13. Disqualification of Bidder

The City may disqualify bidders, and their bids not be considered, for any of
the following reasons: Collusion among bidders; Bidder’s default on an
existing or previous contract with the City, including failure to deliver goods
and/or services of the quality and price bid; Bidder’s lack of financial
stability; any factor concerning the bidder’s inability to provide the
quantity, quality, and timeliness of services or goods specified in the
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solicitation; bidder involved in a current or pending lawsuit with City; bidder’s
attempt to influence the outcome of the solicitation through unauthorized
contact with City officials outside of those listed in the solicitation
documents; and bidder’s attempt to offer gifts, gratuities, or bribes to any
City employee or elected official in connection with a solicitation.
14. Cost of Bid

The cost of submitting bids shall be borne by the bidders, and the City will
not be liable for any costs incurred by a bidder responding to this
solicitation.
15. Firm Prices

Unless otherwise stated in the specifications, bidder’s prices remain firm for
120 days from date of bid opening and, upon award, remain in effect for the
contract period specified in the solicitation. If formal award has not occurred
within 120 days of bid opening, the vendor and the City may mutually agree
to extend the firm price period.
16. Acceptance
The City will complete payment upon final acceptance. Retainage, if any,
will be noted in the final contract.
17. MSDS
Bidders must have on site Material Safety Data Sheets for any hazardous
chemical used or supplied under this solicitation.
18. Taxpayer Identification

Bidders must provide the City a current W-9 “Request for Taxpayer
Identification and Certification” before goods or services can be procured
from the bidder.
19. Taxes
The City is exempt from all federal excise taxes and all state and local sales
and use taxes. If such taxes are listed on a bidder’s invoice, they will not be
paid. Additionally, bidders may use the City’s tax exemption status to
purchase goods and materials becoming part of the finished construction in
the solicitation.
20. Outstanding Liabilities

Bidders shall not have outstanding, unpaid liabilities owed to the City.
Liabilities may include, but are not limited to, property taxes, hotel
occupancy taxes, license or permit fees, and water bills. Bids will be
considered non-responsible and not given further consideration if submitted
by a bidder with such outstanding liabilities.
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21. Offset
The City may, at its option, offset any amounts due and payable under a
contract award under this solicitation against any debt lawfully due the City
from a vendor, whether or not the amount due arises pursuant to the terms
of the contract and whether or not the debt has been reduced to judgment
by a court.
22. Independent Contractors

It is expressly agreed and understood by both parties that the City is
contracting with the successful bidder as an independent contractor. The
City shall not be liable for any claims which may be asserted by any third
party occurring in connection with services performed by the successful
bidder, and the successful bidder has no authority to bill the City.
23. Sub-Contractors
Unless otherwise stated, the contractor awarded the contract in connection
with this solicitation shall have the right to select qualified sub-contractors to
assist in completing the construction. The City, unless noted elsewhere, will
have no contractual obligation with any of the sub-contractors, and shall
hold the prime contractor responsible for all actions and work performed by
the sub-contractors. The bidder is reminded that the City has Good Faith
Effort goals for M/WBE participation in connection with this solicitation, and
the use of qualified sub-contractors is a way that prime contractors can
meet the City’s goals.
24. Governing Law

All bids submitted in response to this solicitation and any resulting contract
shall be governed by, and construed in accordance with, the charter and
ordinances of the City of Irving, and the laws and court decisions of the
State of Texas.
25. Controlling Document

In the case of a discrepancy between this solicitation and the formal
contract, the formal contract will prevail and control.
26. Assignment
Bidder shall not assign, transfer, or pledge a contract awarded under this
solicitation, in whole or in part, with the prior written consent of the City’s
purchasing manager. Assignment of this contract, if approved by the City,
shall not relieve the bidder’s obligations under the contract. Approval by the
City of one assignment shall not constitute approval of any future
assignment of the contract.
27. Termination
If an awarded bidder fails in any manner to fully perform each and all of the
terms, conditions and covenants of a contract awarded by this solicitation,
he shall be in default and notice of default shall be given to the bidder by the
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City’s purchasing manager. In the event that Vendor continues in default for
a period of seven (7) days after receipt of the above-mentioned notice of
default, City may terminate or cancel the contract. The City may also cancel
a contract for convenience and without cause with thirty days notice. In any
cancellation of contract, the City will pay the bidder for all good received and
accepted any services provided and accepted up to and including the date
of termination.
28. Indemnification
Bidder shall defend, indemnify, and hold harmless the City of Irving, its
officers, agents, employees, appointees and volunteers against any and all
claims, lawsuits, judgments, costs and expenses for personal injury
(including death), property damage or other harm for which recovery of
damages is sought, suffered by any person or persons, that may arise out of
or be occasioned by bidder’s breach of any of the terms or provisions of any
contract awarded as a result of this solicitation, or by any negligent or strictly
liable act or omission of the bidder, its officers, agents, employees, or
subcontractors, in the performance of an awarded contract; except that the
indemnity provided for in this paragraph shall not apply to any liability
resulting from the sole negligence or fault of the City, its officers, agents or
employees, and in the event of joint and concurrent negligence or fault of
the bidder and City, responsibility and indemnity, if any, shall be apportioned
comparatively in accordance with the laws of the State of Texas, without
waiving any governmental immunity available to the City under Texas law
and without waiving any defenses of the parties under Texas law. The
provisions of this paragraph are solely for the benefit of the parties hereto
and are not intended to create or grant any rights, contractual or otherwise,
to any other person or entity.
29. Venue
The obligations of the parties under a contract awarded through this
solicitation are performed in Dallas County, Texas, and if legal action is
necessary to enforce same, exclusive venue shall be within Dallas County,
Texas.
30. Notification
The City normally posts bid results on-line by the end of the next business
day after bids are received. The City’s website is www.cityofirving.org.
Results are on the Purchasing Solicitation page, in the same place as the
original bid documents. Bid results are for informational purposes only, and
are not a notice of award.
31. Open Records

Bid pricing is not considered confidential and is open to public inspection.
Trade secrets and other material considered confidential by the bidder
should be clearly marked as such. If a request is made under the Texas
Open Records Act to inspect information designated as trade secret or
confidential in a bid, the City will forward the appropriate documents to the
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Attorney General of Texas who will contact the bidder to request sufficient
written reasons and information as to why the information should be
protected from disclosure. Upon review of the bidder’s response, the
Attorney General will make a determination as to the confidentiality of the
requested material(s), or lack thereof, and the City will respond accordingly.
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GENERAL INSTRUCTIONS TO PROPOSERS
Attachment B-3
1. Securing Request for Proposals

Request for Proposals may be downloaded at no cost from the Purchasing page of the
City’s website, www.cityofirving.org. The City of Irving does not charge for solicitation
documents. If third-parties offer specifications or solicitation information for a fee, they do
not represent the City. The City may charge for plans and drawings for construction
solicitations.
2. Submission of Sealed Proposals/Late Proposals

Proposals are to be submitted in a sealed envelope or package and labeled with the
proposer’s name and the solicitation name & number. All proposals must be submitted to
the City of Irving Purchasing Division no later than the date and time indicated in the
solicitation. All times listed are local times. It is the proposer’s responsibility to ensure that
proposals are delivered/received by the specified time. Late proposals will not be accepted
and will be returned unopened. If pricing is submitted, it must be in US dollars and cents.
3. Legal Name of Proposer

In completing the Summary Response Page, the proposer must list the legal name of the
proposer’s company. This is the name that will be on all contracts, awards, and purchase
orders. The Summary Response Page also requires a statement as to the legal status of
the proposer (corporation, partnership, sole proprietorship, etc.). The Summary Response
Page should be the first document in the proposer’s response.
4. Signature
The signature on the Summary Response Page must be in ink and from an individual with
the authority to commit the company to the delivery of the goods or services at the prices
and terms stated.
5. Altered Proposals
Any alterations, erasures or strikethroughs made by the proposer prior to submission of the
proposals must be initialed by the proposer to guarantee authenticity.
6. References
When references are requested, the Summary Response Page will indicate how many
references and will state what other conditions may apply to the references. Proposer will
attach a separate page with the requested references.
7. Conflict of Interest
Proposers should review the instructions on conflict of interest (Attachment C-1).
Proposers are to complete and submit the Conflict of Interest form (Attachment C-2), when
a conflict of interest exists.
8. Environmental Stewardship
Proposers are encouraged to review the City’s commitment to the environment (Attachment
E-1). Proposers are to complete and submit the Environmental Stewardship form
(Attachment E-2).
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9. Good Faith Effort
Proposers are encouraged to review information on the City’s Good Faith Effort program
(Attachment G-1). Proposers are to complete and submit the Good Faith Effort Affidavit
(Attachment G-2). Recommended proposer(s) will be required to complete the additional
GFE forms as part of the award process.
10. Addendums
It is the proposer’s responsibility to alter his proposal response based on information
updated in one or more addendums to this solicitation. Addendums will be posted on the
Purchasing solicitation page of the City’s website at least four days before the proposal due
date. Efforts will be made to ensure that proposers receive notice of addendums, but the
ultimate responsibility rests with the proposer.
11. Checklist
A Proposer’s Checklist (Attachment B-4) is included with the solicitation package. The
checklist is an aid to the proposer in knowing which documents to submit.
12. Hot Line

Vendors may call 888-223-9524 to anonymously report instances of fraud, waste or abuse.
Please provide as many details as possible.
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SPECIAL INSTRUCTIONS TO PROPOSERS
Attachment B-4
1. Proposal Process/Contact Information

The City of Irving is aware of the time and effort proposers spend in preparing and
submitting proposals. We will work with you to make the process as easy as
possible. If you have questions or concerns about the proposal process, please
contact:
Darlene Rush, Interim Purchasing Manager
drush@cityofirving.org
972.721.3752
2. Method of Award
Award will be made to the responsive respondent scoring the highest points, as
determined by the City’s evaluation team and based on the evaluation criteria
specified in this solicitation. Awards totaling $50,000 or more will be made by the
Irving City Council.
3. Public Opening of Proposals

A public opening of proposals will be held at 3:00 p.m. on August 18, 2010, in the
Purchasing Conference Room, 845 W. Irving Blvd., Irving, TX 75060. The only
information required to be made public in this opening is a list of who responded.
Following negotiations with one or more proposers and the subsequent award,
proposals become open to public review, within the guidelines of the State Attorney
General.
4. Presentations & Interviews

The City may choice to interview and/or receive oral presentations from selected
finalists. However, award may be made without discussion with the respondents,
so proposers are cautioned that proposals should be submitted initially on the most
favorable terms.
5. Organization of Proposal Responses

The response should be organized in the same reference sequence as the
specifications. Proposals may be submitted in loose-leaf binders, but not spiral-
bound or perfect-bound.
6. Pre-Proposal Meeting
A pre-proposal meeting will be held on August 5, 2010 at 10:00 am in the
Purchasing Department Conference Room at 845 W. Irving Blvd, Irving, Texas
75060. Attendance at this meeting is optional, but it is a preferred method of
receiving questions and requests from vendors for clarifications.
7. Required Contracts
This solicitation requires signed contracts prior to award. A sample contract is
included as Attachment #H-6. Actual contract will be based upon negotiations with
recommended proposer prior to award.
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8. Insurance Requirements
This solicitation has insurance requirements. They are listed as Attachment #D-1,
D-4, D-6 and D-7. Please review the requirements with your insurance agent and
submit insurance affidavit (Attachment D-4) with your proposal.
9. Bonding Requirements
This solicitation has bonding requirements. They are listed as Attachment #G-4,
G-5, and G-6. Review the requirements with your surety agent and submit Notice
of Intent to Bond or similar documentation from approved surety company
indicating that your firm can acquire bonding upon award.
10. Financial Statement

RFP requires proposers to represent financially healthy institutions, capable of
conducting business during the term of the contract. RFP includes options for
proposer to verify financial condition of the proposer’s firm.
11. Background Check

The City of Irving reserves the right to run background checks on employees of the
proposers and will determine if background is acceptable for award of the contract.
6. Bonding Requirements
This solicitation has bonding requirements. They are listed as Attachment G-1, G-
3, G-4, G-5, and G-6. Review the requirements with your surety agent and submit
Notice of Intent to Bond or similar documentation from approved surety company
indicating that your firm can acquire bonding upon award. A bid bond is required to
be submitted with your bid.
7. Required Contract
A contract will be offered to the recommended vendor, similar to the sample
contract attached.
8. Project Completion Requirement

Deadline for turnkey project completion is Friday, December 10, 2010, with
biweekly progress reports after receipt of order.
9. Bidding as an Agent
Bidders on construction projects must be prepared for their firm to at least 60% of
the work required to fill this contract.
10. Contractor’s Duties

All work performed under this contract shall be performed in accordance with all
provisions of these specifications and drawings. Any deviations from the
specifications or plans must be approved in writing by the owner or his
representative. The contractor shall be presumed to have made a reasonable
inspection of the premises prior to the time of bidding and shall be held responsible
for all information available through such inspection. The contractor shall
immediately upon discovery, bring to the attention of the owner any conflicts which
may occur among the various provisions of the specifications and plans. The
owner shall resolve such conflicts and shall be responsible for any costs
reasonable incurred by the contractor due to such conflict. Failure of the contractor
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to bring conflicts or exceptions to the attention of the owner shall allow the owner to
require any changes deemed necessary before acceptance by the owner.
11. Delays
The City shall not be liable to a Contractor for any claims based upon delay to the
Contractor for any reason whatsoever including any act or neglect on the part of
the City.
12. Final Payment
Final payment will not be processed until the work is accepted by the City of Irving.
13. Partial Payments

If a performance bond is posted, partial payments may be approved upon
submission of evidence of materials on hand and percentage of work completed
and verified by authorized City Personnel. However, a portion of each payment will
be retained by the City until the project is completed and the City grants final
payment.
14. Disposal of Refuse

Contractor shall clean the site and dispose of all refuse at a Texas Commission on
Environmental Quality (TCEQ) approved landfill other than the City of Irving
Landfill.
15. Qualification of Bidders

The City of Irving requires that a bidder shall be a specialist in this field and have
the personnel, experience, skill, and the organization to provide the materials and
labor necessary for the project. Contractor Qualification Statement, AIA Document
A305, may be requested prior to award of contract.
16. Evidence of Qualifications

Upon demand by the City, the bidder shall provide any additional information to
substantiate qualifications. The information to be provided shall include but may
not be limited to the following.
• Relevant Experience - This background information shall provide information
concerning three comparable installations in the U.S. Provide name, owner,
location, and the date of completion.
• Maintenance Program - This background information shall provide details
about the existing repair work/remedial work program which the bidder
presently staffs and which would enable the bidder to provide remedial work as
may be required under the guarantee provided.
• Technical Resources - This background information shall outline the availability
of personnel, equipment and materials required for the completion of this
projection time.
• Other factors deemed to be relevant.
• Financial integrity of bidder.
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17. Materials
The materials specified have been determined to have characteristics appropriate
for the purposes of this project. In the event that the clause "or equal" is not used
in the specifications pertaining to the material or article, the use of an alternate
article other than that specified must be submitted per the alternate checklist for
the written approval of the owner or his representative not less than ten (10)
working days before opening of the bid. If the product is acceptable, the City will
approve it in an addendum issued to all prime bidders on record. The owner
reserves the right to reject any or all bids.
18. Submittal of Plans & Specifications
Before commencing work, the contractor shall submit for approval two copies of
the complete information covering all materials and equipment that he proposed to
furnish. Said submittals shall be accompanied by a letter of transmittal listing the
information being submitted and identifying its compliance with the provisions of
this specification. The contractor shall commence no work nor purchase any
materials prior to the approval of the submittals except at the contractor’s risk.
Approval of the submittals by the owner shall not be considered a waiver of any
provisions of the specifications nor shall they be construed to permit a waiver from
any of the performance criteria required at the final inspection.
19. Testing
An independent testing Laboratory, employed and paid for by the City of Irving will
perform the professional testing and laboratory services. Subsequent testing of
substandard materials shall be paid for by the contractor. Contractor shall
coordinate all testing with the Laboratory and advise laboratory sufficiently in
advance of construction to allow for required check tests to be scheduled.
20. Warranties
Contractor shall supply a minimum of one year warranty on all labor and
workmanship, execute and assemble documents from subcontractors, suppliers
and manufacturers and submit said documents prior to final application for
payment. All warranties shall commence with the final acceptance of the project by
the Irving City Council. Any warranty for materials or equipment which is greater in
length of time from the above shall be itemized on a warranty page and submitted
prior to final payment.
21. Permits
The City of Irving will require that all applicable permits be issued prior to
commencement of any work. No City of Irving fee will be charged for City of Irving
permits.
22. Bid Bond

An acceptable bid bond, certified check or cashier's check (bid security) payable
without recourse to the order of the City of Irving, Texas, in an amount not less
than five percent of the amount of the bid must accompany each bid as guarantee
that, if awarded the contract, the bidder will enter into a contract within ten (10)
days of the presentation of such contract to the bidder by the City. The bid bond
must be on a form acceptable to City and the bonding company supplying the bid
bond must be authorized to do business in the State of Texas.
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The bid security submitted with each bid shall be considered as the amount of the
liquidated damages which the City of Irving will sustain by the failure, neglect or
refusal of the bidder to execute and deliver the agreement should the contract be
awarded him.
If the bidder defaults in executing the agreement within ten (10) days after
presentation of the contract to him, the bid security shall become the property of
the City of Irving.
Bidder warrants that the bid he submits has been checked for mathematical
correctness and same is correct. Bidder agrees that should he desire to withdraw
his bid after bid opening because of a mathematical mistake that the City of Irving
may retain the bid security as liquidated damages and not as penalty and the
bidder hereby waives any legal defense available to bidder for such mistake. (i.e.
unilateral mistake).
The bid bond shall be retained by the City of Irving as liquidated damages in the
event the successful bidder, after the award, fails to comply with the terms of this
proposal.
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CITY OF IRVING
RFP #237D-10F
CHECKLIST FOR PROPOSERS

Attachment B-8
PROPOSERS CHECKLIST: (Documents to be submitted in response to this RFP)
PROPOSAL
SUMMARY RESPONSE PAGE (cover page)
BID BOND
DUE DATE (Proposal must be received & stamped in Purchasing
no later than 3:00 pm on August 18, 2010)
Proposals failing to comply with the above will be deemed non-responsive.
These items are also be turned in with your proposal.
FOUR ADDITIONAL COPIES OF PROPOSAL

GOOD FAITH EFFORT AFFIDAVIT (Attachment F-2)
ENVIRONMENTAL STEWARDSHIP (Attachment E-2)
CONFLICT OF INTEREST STATEMENT (If applicable) (Attachment C-2)
REFERENCES (As requested on the Proposal Cover Page)
INSURANCE AFFIDAVIT (Attachment D-4)
BONDING REQUIREMENTS (Attachment G-3)
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Attachment B-10
Location of City of Irving Purchasing Division
Packet Pg. 49
INSTRUCTIONS for
CONFLICT OF INTEREST QUESTIONNAIRE
Attachment C-1
1. If you have a conflict of interest in doing business with the City of Irving, use
Attachment C-2, Conflict of Interest questionnaire. Conflicts of interest are
addressed in Texas Local Government Code, Chapter 176.
2. You may consult your attorney on questions arising from the reading of Texas
Local Government Code, Chapter 176, and you may contact the Texas Ethics
Commission at 512-463-5800 or 800-325-8506.
3. If you complete Attachment C-2, Conflict of Interest questionnaire:

• Put the name of bidder and name of company in block #1.
• If any person employed by bidder or bidder’s company has any known
business conflicts, other than previous contracts awarded through a
competitive bidding process, or has an existing relationship with any
employee of the City of Irving, list that information in blocks #3, #4 and/or
#5 as appropriate.
• Sign in block #6.
4. COI form is good for one year, and must be re-filed if conflict still exists.
5. To view a listing of conflict of interest forms filed with the City of Irving, please
click
http://cityofirving.org/city-secretary/conflict-of-interest/conflict-of-interest-
forms.html
6. Listings of City elected officials and local government officers may be found
on the City’s website: www.cityofirving.org.
7. A person failing to file a Conflict of Interest questionnaire, when required by

Local Government Code, Chapter 176, commits a Class C misdemeanor.
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Attachment C-2
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ

For vendor or other person doing business with local governmental entity
This questionnaire is being filed in accordance with chapter 176 of the Local OFFICE USE ONLY
Government Code by a person doing business with the governmental entity.
Date Received
By law this questionnaire must be filed with the records administrator of the
local government not later than the 7th business day after the date the
person becomes aware of facts that require the statement to be filed.
See Section 176.006, Local Government Code.
A person commits an offense if the person violates Section 176.006, Local

Government Code. An offense under this section is a Class C misdemeanor.
1 Name of person doing business with local governmental entity.
2
q Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than
September 1 of the year for which an activity described in Section 176.006(a), Local Government Code, is pending and not
later than the 7th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.)
3 Describe each affiliation or business relationship with an employee or contractor of the local governmental entity
who makes recommendations to a local government officer of the governmental entity with respect to
expenditures of money.
4 Describe each affiliation or business relationship with a person who is a local government officer and who
appoints or employs a local government officer of the local governmental entity that is the subject of this
questionnaire.
Adopted 01/13/2006
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CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor or other person doing business with local governmental entity Page 2
5 Name of local government officer with whom filer has affiliation or business relationship. (Complete this section
only if the answer to A, B, or C is YES.
This section, item 5 including subparts A, B, C & D, must be completed for each officer with whom the filer has affiliation or
other relationship. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income from the filer of the
questionnaire?
q Yes q No
B. Is the filer of the questionnaire receiving or likely to receive taxable income from or at the direction of the local
government officer named in this section AND the taxable income is not from the local governmental entity?
q Yes q No
C. Is the filer of this questionnaire affiliated with a corporation or other business entity that the local government officer
serves as an officer or director, or holds an ownership of 10 percent or more?
q Yes q No
D. Describe each affiliation or business relationship.
6 Describe any other affiliation or business relationship that might cause a conflict.
____________________________________________________ ___________________
Signature of person doing business with the governmental entity Date
Adopted 01/13/2006
Solicitation # 237D-10F Printed Name of Proposer________________________________
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PREVAILING MINIMUM WAGE RATES
for BUILDING STRUCTURES
Attachment C-4
The minimum wage rate schedule as adopted by the Irving City Council (council
resolution no. 5-24-07-192) and contained in the Specifications and Contract Documents
shall be the prevailing minimum wage rate schedule for all work to be performed in this
contract. The Contractor and Sub-Contractors shall conform to the minimum wage rate
schedule as specified herein.
ACOUSTICAL INSTALLER ...................................................................................................................... 12.16
BRICK TENDER ......................................................................................................................................... 8.60

BRICKLAYER ........................................................................................................................................... 19.00
CARPENTER............................................................................................................................................ 15.95
CEMENT MASON .................................................................................................................................... 11.38
CRANES:
HYDRAULIC CRANE (35 TON & UNDER) ......................................................................................... 19.20
HYDRAULIC OVER 35 TONS, DERRICKS, OVERHEAD GENTRY, STIFFLEG,
TOWER, ETC., AND CRANES WITH PILEDRIVING OR CAISSON ATTACHEMENTS ................... 19.70
DRYWALL HANGER ................................................................................................................................ 11.71
ELECTRICIANS:
CABLE SPLICER................................................................................................................................. 26.54
ELECTRICIAN ..................................................................................................................................... 24.38
GLAZIER................................................................................................................................................... 12.26
IRONWORKER, REINFORCING ............................................................................................................. 10.33

IRONWORKER, STRUCTURAL .............................................................................................................. 17.44
LABORER, UNSKILLED (EXCLUDING LANDSCAPE LABORERS) ........................................................ 7.58
LATHER.................................................................................................................................................... 17.38
MECHANICAL INSULATOR..................................................................................................................... 10.55
PAINTERS:
BRUSH & SPRAY................................................................................................................................ 10.76
PAINTERS DOING DRYWALL FINISHING ONLY ............................................................................. 10.42
PAPERHANGER ...................................................................................................................................... 11.30
PLASTERER ............................................................................................................................................ 15.06

PLASTERER TENDER............................................................................................................................... 9.00
PLUMBERS AND PIPEFITTERS (INCLUDING HVAC WORK) .............................................................. 12.80
POWER EQUIPMENT OPERATORS:

BACKHOES ......................................................................................................................................... 10.64
FRONT END LOADERS........................................................................................................................ 8.77
ROOFER (INCLUDING BUILT UP, COMPOSITION AND SINGLE PLY) ................................................. 9.45
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PREVAILING WAGE RATES
BUILDING STRUCTURES – CONTINUED
SHEET METAL WORKER (INCLUDING HVAC WORK) ......................................................................... 12.80
SOFT FLOOR LAYER .............................................................................................................................. 13.13
SPRINKLER FITTER, FIRE...................................................................................................................... 22.62
TILE SETTER ........................................................................................................................................... 13.75
APPRENTICES' PAY for ALL TRADES AND CRAFTS:
The minimum rate for apprentices shall be in accordance with the scale determined by an
approved apprenticeship program or $1.00 per hour less than journeyman's rates, whichever is
lower. An approved apprenticeship program is one approved by the U.S. Department of Labor
Bureau of Apprenticeship Training, and only apprentices enrolled in an approved program may be
paid apprenticeship rates.
BASE PER DIEM RATE:
Hours Worked Per Day Times Base Hourly Rate
MULTIPLIERS FOR OVER TIME RATES:
1. Overtime rate:
Base Hourly Rate Time 1.5
2. Holidays Recognized by State of Texas:

Base Hourly Rate Times 1.5
Under the provision of Article 5159a Vernon's Annotated Texas Statutes, the
contractor shall forfeit as a penalty to the State, county, city and county, city,
town, district or other political subdivision on whose behalf the contract is made
or awarded, Ten Dollars ($10.00) for each laborer, workman or mechanic
employed, for each calendar day, or portion thereof, such laborer, workman or
mechanic is paid less than the said stipulated rates for any work done under said
contract, by him, or by any subcontractor under him.
_______
Prevailing wage rates for Dallas County, Texas, per the U.S. Department of Labor as of February 9,
2007.
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INSURANCE REQUIREMENTS FOR CONSTRUCTION SERVICES
Attachment D-3
At his own expense, contractor shall procure and maintain for the duration of the
proposed contract, insurance against claims for injuries to persons or damages to
property which may arise from, or in connection with, the performance of the work
hereunder by the contractor, his agents, representatives, employees, or subcontractors.
Said insurance shall be in the type(s) and minimum(s) listed below.
Workers’ Compensation and Employers’ Liability

Workers’ Compensation Insurance with statutory limits as required by the Labor Code of
the State of Texas and Employers’ Liability Insurance with minimum limits of $100,000
per each accident, $500,000 disease policy limit, and $100,000 occupational disease per
employee.
Workers’ Compensation coverage shall be based on proper reporting of classification
codes and payroll amounts and filing of any coverage agreements which meet the
statutory requirements of the Texas Labor Code and shall apply to all employees of the
contractor providing services under the proposed contract.
Commercial General Liability

Commercial General Liability minimum limits of $1,000,000 per occurrence for bodily
injury, personal injury, and property damage. Aggregate Policy minimum limit of
$1,000,000 will include coverage for, but is not limited to, Premises-Operations, Broad
Form Contractual Liability, Broad Form Property Damage, Products and Completed
Operations, Personal Injury, Independent Contractors and Contractual Liability, Use of
Contractors and Subcontractors, and Explosion Collapse and Underground (XCU)
Coverage as applicable. An aggregate loss limit per project endorsement will also be
required. Coverage under this policy shall be on an “occurrence” basis.
Business Automobile Liability Insurance

Automobile Liability Insurance with a coverage minimum of $500,000 Combined Single
Limit. Coverage shall include all owned, hired, and non-owned vehicles used in
performance of the proposed contract. The combined coverage limits of this insurance
shall include bodily injury (including death) and property damage.
Builders Risk
Builders Risk Insurance for structures being erected which cover such items as
equipment, supplies, and materials used by contractor at each building and/or structure
under construction as stipulated in the contract. Coverage under this policy shall be on
an all-risk basis. City of Irving shall be shown as loss payee on a completed value form
with insurance coverage equal to the completed value of the structure.
By submitting a bid or proposal without previously approved exceptions, contractor

agrees to the following general provisions. Requests for exceptions to general
provisions and/or coverages must be submitted at least one week prior to bid due date.
Exceptions must be approved in writing by City’s representative prior to bid or proposal
submission. The City will not accept requests for exceptions after bids have been
received.
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General Provisions
1. SCOPE – These provisions apply to all contracted vendors unless specifically

exempted in the proposed contract. Coverage shall state that the Contractor’s insurance
shall apply separately to each insured against whose claim is made, or suit is brought,
except to the limits of the insured’s liability.
2. COVERAGE APPLICATION – Contractor’s insurance must be primary as respect to
the City, its officers, employees, elected officials, appointees, and volunteers and
noncontributory with any other insurance, including self-insurance, maintained by the
City for its benefit. Any failure to comply with reporting provisions of the policy shall not
affect coverage provided to the City.
3. DEDUCTIBLES AND SELF-INSURED RETENTIONS – Any deductibles or self-
insured retentions must be disclosed to the City. The City reserves the right to review the
insurance obtained by the contractor, in comparison to the requirements specified in this
section.
4. ADDITIONAL INSURED – The City of Irving, including its officers, officials,
employees, Boards and Commissions, and volunteers shall be named as an additional
insured by endorsement to the coverage listed herein, excluding Workers’
Compensation and Employers’ Liability (for which a waiver of subrogation is required to
be issued in favor of the City), with regard to the insured’s activities as required by
written contract. The coverage shall contain no special limitations on the scope of
protection afforded to the City, and all premiums arising from the coverage herein shall
be the responsibility of the insured.
5. COVERAGE CONTINUATION AND CANCELLATION -- In the event any insurance
policy shown on the certificate(s) of insurance has an expiration date prior to the
completion of the contract, the contractor shall furnish the City proof of identical
continued coverage no later than thirty days prior to the expiration date shown on the
certificate. Failure to maintain continuous coverage during the term of the proposed
contract, or failure to provide proof of coverage at any time during the term of the
contract, may result in cessation of work and/or termination of the contract. Coverage
shall not be canceled, non-renewed, or materially altered except after thirty days prior
written notice by certified mail (return receipt requested) to Purchasing Manager, 845 W.
Irving Blvd., Irving, Texas 75060.
6. SUBROGATION – Contractor must waive all rights of subrogation against the City of
Irving for bodily injury (including death), property damage, or any other loss arising from
work performed by the vendor for the City.
7. SUBCONTRACTORS – Without limiting any of the other obligations or liabilities of the
contractor, the contractor shall require each subcontractor performing work under the
proposed contract to maintain, during the term of the contract, levels of insurance that
are necessary and appropriate for the services being provided, comply with all
applicable laws, and are consistent with industry standards. The subcontractor’s liability
insurance shall name the Contractor and City as additional insured. The Contractor
shall obtain and monitor the certificates of insurance from each subcontractor. The
Contractor must retain the certificates of insurance for the duration of the contract and
shall have the responsibility of enforcing insurance requirements among its
subcontractors. The City shall be entitled, upon request and without expense, to receive
copies of these certificates.
8. RESPONSIBILITY – Approval, disapproval, or failure to act by the City regarding any
insurance supplied by the contractor or its subcontractors shall not relieve the contractor
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of full responsibility or liability for damages and accidents as set forth in the contract
documents.
9. ACCEPTABILITY – The City retains the right to approve the acceptability of insurers.
As a general rule, the City will accept insurers authorized to transact business in the
State of Texas with an A. M. Best rating of “A- VI “or better.
10. PAYMENT OF PREMIUMS – Companies issuing insurance policies shall have no
recourse against the City for payment of any premiums or assessments for any
deductibles which are the sole responsibility and liability of the contractor.
11. INDEMNIFICATION – The contractor agrees to defend, indemnify, and hold
harmless the City of Irving, its officers, agents, employees, appointees, and volunteers
against any and all claims, lawsuits, judgments, costs and expenses for personal injury
(including death), property damage, or other harm for which recovery of damages is
sought, suffered by any person or persons, that may arise out of or be occasioned by
contractor’s breach of any of the terms or provisions of this contract, or by any negligent
or strictly liable act or omission of contractor, its officers, agents, employees, or
subcontractors, in the performance of this contract; except that the indemnity provided
for in this paragraph shall not apply to any liability resulting from the sole negligence or
fault of the City, its officers, agents, or employees, and in the event of joint and
concurrent negligence or fault of contractor and City, responsibility and indemnity, if any,
shall be apportioned comparatively in accordance with the laws of the State of Texas,
without waiving any governmental immunity available to the City under Texas law and
without waiving any defenses of the parties under Texas law. The provisions of this
paragraph are solely for the benefit of the parties hereto and are not intended to create
or grant any rights, contractual or otherwise, to any other person or entity.
Proof of Insurance
1. To show ability to meet these insurance requirements, bidders should submit
insurance affidavit (Attachment D-4) as part of their response to this solicitation.
2. Upon notice of award, awarded contractor must submit to the City of Irving, within
fifteen business days, proof of all insurance coverages required by this solicitation.
3. Proof of insurance shall be furnished to the City on the ACORD certificate form,
provided the appropriate endorsements for Additional Insured, Amendment of Aggregate
Limits per Project and Amendment of Cancellation with 30-day notice are included.
4. If requested by the City, the contractor must provide copy of the Declaration Page of
the policy with all relevant policy endorsements, including endorsement showing City of
Irving as additional insured, within fifteen days of request. Copy must be signed by the
contractor and notarized.
5. Required proof of insurance must be provided by awarded contractor before the City
will authorize any work to be performed under this proposed contract.
6. The City reserves the right to request a complete copy of all insurance policies at
any time.
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AFFIDAVIT FOR INSURANCE REQUIREMENTS
Attachment D-4
To Be Completed By Insurance Agent/Broker and Proposer
Section 1 I, the undersigned Agent/Broker, reviewed the insurance requirements
contained in Solicitation 237D-10F. If the Proposer listed below is awarded a contract by
the City of Irving for this solicitation, I will furnish the City, within fifteen calendar days of
notification of award, an insurance certificate and Declaration Page with endorsements
to show that all insurance requirements have been met, including naming the City of
Irving as additional insured.
Agent’s Name:
Agency Name:
Address:
City/State/ZIP:
Telephone No: ( ) ___________ E-mail Address:

__________________________
Bidder’s Name/Company:
Name of ITB/RFP:
______________________________________________________
Insurance Agent/Broker Signature: _____________________ Date: ____________
Section 2 If the above fifteen day requirement is not met, the City of Irving has the
right to reject this bid and award the contract to the next lowest bidder meeting
specifications or to the next most favorable proposal. Questions concerning these
requirements, and requests for exceptions, must be submitted by date included in
Proposers Instructions.
By submitting proposal and signing below I affirm the following: I am aware of all costs to provide the
required insurance, will do so pending contract award, and will provide a valid insurance certificate
meeting all requirements and policy endorsement within fifteen calendar days of notification of award. I
further agree to the indemnification statement listed in the insurance requirements.
Signature:_____________________________________Date:___________________
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INDEMNIFICATION BY CONTRACTOR
Attachment D-6
The contractor agrees to defend, indemnify, and hold harmless the City of Irving, its
officers, agents, employees, appointees and volunteers against any and all claims,
lawsuits, judgments, costs and expenses for personal injury (including death), property
damage or other harm for which recovery of damages is sought, suffered by any person
or persons, that may arise out of or be occasioned by contractor’s breach of any of the
terms or provisions of this contract, or by any negligent or strictly liable act or omission of
contractor, its officers, agents, employees, or subcontractors, in the performance of this
contract; except that the indemnity provided for in this paragraph shall not apply to any
liability resulting from the sole negligence or fault of the City, its officers, agents or
employees, and in the event of joint and concurrent negligence or fault of contractor and
City, responsibility and indemnity, if any, shall be apportioned comparatively in
accordance with the laws of the State of Texas, without waiving any governmental
immunity available to the City under Texas law and without waiving any defenses of the
parties under Texas law. The provisions of this paragraph are solely for the benefit of
the parties hereto and are not intended to create or grant any rights, contractual or
otherwise, to any other person or entity.
Contractor further agrees to defend, at its own expense, and on behalf of City and in the
name of City, any claim or litigation brought in connection with any such injury, death, or
damage.
The liability that is assumed by Contractor under the terms of this paragraph shall not
exceed the sum of the required amount of liability coverage to be carried by the
Contractor under this contract.
CONTRACTOR (Company Name) ____________________________________
SIGNATURE _____________________________________________________
PRINTED NAME __________________________________________________
PRINTED TITLE __________________________________________________
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CONTRACTOR’S CERTIFICATION OF WORKERS’ COMPENSATION
Attachment D-7
I, ________________________________________________, an authorized
(name)
representative of _____________________________, do certify that the

(Insurance Agency)
workers' compensation policy, of the insured ____________________________,
(Contractor)
on the Standard Certificate of Insurance Form meets all current Texas state laws and
requirements.
By: ____________________________ Address: _____________________
_________________________
Title:____________________________Date:____________________________
On this ___ day of ________, _______, personally appeared ______________ ,
an authorized representative of ______________________________________

(Insurance Agency)
known to me to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that he/she executed the same for the
purpose of certifying that the Insured is covered by worker's compensation in
accordance with current Texas state laws.
My commission expires: _________________________
_______________________________________________
Notary Public In and For the State of Texas
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ENVIRONMENTAL COMMITMENT & COMPLIANCE
Attachment E-1
In January, 2009, the Irving City Council adopted an environmental policy,

acknowledging that it is our financial, social, and environmental responsibility to
our citizens to ensure a greater future for Irving and its residents.
The City of Irving is committed to becoming an environmentally sustainable
community by providing leadership to conserve, protect, and improve the
environment for the benefit of our citizens. The City will integrate sustainable
social, economic and environmental objectives into decision-making processes to
maintain high standards of living, social harmony, and environmental quality.
Because the City of Irving is committed to protecting the environment and

becoming a successful environmentally sustainable community, it is essential
that environmental considerations be a part of all City activities and operations.
This commitment is demonstrated through;
Compliance
Environmental Sustainability
Continued Improvement
Pollution Prevention
As a contactor/vendor/consultant for the City of Irving your environmental

performance is critical in meeting the City’s commitment to protect the
environment and comply with all environmental laws and regulations.
It is your responsibility as a contractor to know which of the many laws,

ordinances, and regulations relating to the protection of the environment relate to
the work you are doing for the City of Irving. It is also your responsibility as a
contractor to comply with all applicable laws and ensure all requirements
imposed by these laws are met
The City of Irving has is committed to being a good steward of the

environment. We expect your commitment, as a City contractor, vendor, or
consultant, to the same goal.
Current information about the City’s various green initiatives may be found on the
City’s website at http://www.cityofirving.org/begreen.
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ENVIRONMENTAL STEWARDSHIP
Attachment E-2
Recognizing the importance of exercising positive environmental stewardship, The City

of Irving is pro-active in encouraging environmentally-sound practices in our operations
and among our residents, businesses, and suppliers. Please review the specifications
or scope of work for this solicitation for any environmental requirements.
Check any of the following which apply to your business operation, and list
details:
_____ Recycling
_____ Energy Efficiency Practices
_____ Environmentally Preferred
_____ Water/Energy Conservation
_____ Air Quality/Emissions
_____ Disposal Practices
_____ Other Environmentally Friendly Practices
Proposer:
Solicitation Number 237D-10F Date
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GOOD FAITH EFFORT PROGRAM OVERVIEW
Attachment F-1
All bid documents and proposal packages must include the signed GFE affidavit affirming the
bidder/proposer’s intent to comply with the City’s Good Faith Effort program. Unless otherwise
indicated in the ITB or RFP documents, no other GFE documentation will be required at time of
bid or submission. Upon notification of intent to recommend award of contract, the apparent low
bidder/most advantageous proposer has up to five (5) business days to submit the appropriate
GFE forms to the City’s M/WBE Program Administrator. Required GFE forms must be submitted
prior to award by City Council.
The GFE forms are:
Ø GFE-1 Good Faith Effort Affidavit (included as Attachment F-2)

Ø GFE-2 Schedule of M/WBE Participation
Ø GFE-3 Good Faith Effort Log
Ø GFE-4 Intent to Perform as a Sub-Contractor
Ø GFE-5 Payment Report
NOTE: Forms GFE-2 thru GFE-5 are available on the City’s website in the
Purchasing section, under “Forms.”
1. All bidders or proposers must submit form GFE-1, Good Faith Effort Affidavit.
2. Prime contractors who are tentatively recommended for award and who will
meet or exceed the GFE goal must submit the following additional forms:
GFE-2 Schedule of M/WBE Participation
GFE-4 Intent to Perform as Sub-Contractor (one for each sub-contractor)
3. Prime contractors who are tentatively recommended for award and who will
NOT meet or exceed the GFE goal must submit the following form:
GFE-3 Good Faith Effort Log
In addition, if the contractor has partial participation toward the
goal, the following forms are also submitted:
GFE-2 Schedule of M/WBE Participation
GFE-4 Intent to Perform as Sub-Contractor (one for each sub-contractor)
4. The awarded contractor will submit the following form monthly to verify that
the sub-contracting work is being done as agreed upon:
GFE-5 Payment Report
For any GFE communication: Call Deborah McVean, M/WBE

Program Administrator, at dmcvean@cityofirving.org or 972-721-3753
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GOOD FAITH EFFORT AFFIDAVIT
Attachment F-2
On January 11, 2007, the Irving City Council adopted a policy to equitably and conscientiously
include Minority- and Women-owned Business Enterprises (M/WBE’s) in the City procurement
process for all basic goods, services, professional services, and construction solicitations. The
City and its contractors shall not discriminate on the basis of race, color, religion, national origin,
or sex in the award and performance of contracts. In consideration of this policy, the City of Irving
has implemented the Good Faith Effort (GFE) Program.
M/WBE Participation Goals
The GFE Plan establishes subcontracting goals for all prospective bidders, proposers, and
submitters to ensure a reasonable degree of M/WBE participation in City contracts. It is the goal
of the City of Irving that a certain percentage of work under each contract be executed by one or
more M/WBEs.
The following M/WBE participation goals have been established without consideration for a
specific ethnicity or gender:
Professional Other
Construction Architectural & Engineering Services Services Goods
30.00% 28.00% 33.00% 20.00% 10.00%
The apparent low bidder/most advantageous proposer shall agree to meet the established goals
or must demonstrate and document a “good faith effort” to include M/WBEs in subcontracting
opportunities. The apparent low bidder/most advantageous proposer who fails to adequately
document good faith efforts to subcontract or purchase significant material supplies from M/WBEs
may be denied award of the contract by the City based on the contractor’s failure to be a
“responsive” proposer or bidder.
By signing below, I agree to provide the City of Irving with a completed copy of all forms
required by Good Faith Effort Program. I understand that if I fail to provide all of the
required documents within five (5) business days after notification, my bid or proposal
may be deemed “non-responsive” and I may be denied award of the contract.
Solicitation Number: 237D-10F Date: ____________________________
Name of Company _______________________________________________________
____________________________________ ____________________________
Printed Name of Certifying Official of Company Title
_____________________________________ ____________________________
Signature of Certifying Official of Company Phone Number
Form GFE-1
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BONDING REQUIREMENTS for CONSTRUCTION
Attachment G-3
Performance and Payment Bonds
Within 15 days of the award of this bid, the successful bidder will be required to
post City of Irving specific Performance, Payment, and Maintenance Bonds (City
of Irving forms only) in the aggregate amount of 100% of the value of the
contract, and the cost of such bonds must be absorbed by the respondent.
Bonding must be made by a bonding company authorized to do business in the
State of Texas, on the Treasury Department’s list of approved sureties, using the
City of Irving’s bonding form(s), and having a designated Resident Agent residing
in Dallas County, Texas. Bond rating must be A- or better.
PLEASE COMPLETE THE FOLLOWING
1. Complete legal name of bidder’s business

2. Surety company’s legal name (must be an insurance company, not an insurance
agent). This is the company providing performance and payment bonds for bidder.
_________________________________________________________________________
3. Surety’s address
_____________________________________________________________
________________________________________________________________________
4. Surety’s state of incorporation

___________________________________________________
5. Name of Attorney-in-Fact for the Surety Company.

_____________________________________________________________
6. Name and address of the Resident Agent of the Surety Company in Dallas County,
Texas (This name must be the name of a person residing in Dallas County, Texas
and the address must be a street address and not a Post Office box number.)
SUBMIT THE FOLLOWING WITH BID OR PROPOSAL
Notice of Intent to Bond or similar documentation from approved surety

company indicating that bidder can acquire bonding upon award.
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PERFORMANCE BOND
Attachment G-4
BOND No.
STATE OF TEXAS }
COUNTY OF DALLAS }
KNOW ALL MEN BY THESE PRESENTS: That

________________________________________ (contractor’s company) of the City of
___________________ County of _____________________, and the State of ____________________, as
principal and __________________________________________ (surety company) authorized under the
laws of the State of Texas to act as surety on bonds for principals, are held and firmly bond unto City of
Irving (Owner), in the penal sum of ________________________________________________Dollars
($________________________________) for the payment whereof, the said Principal and Surety bind
themselves, and their heirs, administrators, executors, successors, and assigns, jointly and severally, by
these presents:
WHEREAS, the Principal has entered into a certain written contract with the Owner, for the
_________________________________________________________________________ (name of
project) which contract is hereby referred to and made part hereof as fully and to the same extent as if
copied at length herein.
NOW THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said
Principal shall faithfully perform the said Contract and shall in all respects duly and faithfully observe and
perform all and singular the covenants, conditions and agreements in and by said contract agreed and
covenanted by the Principal to be observed and performed, and according to the true intent and meaning of
said Contract and the Plans and Specifications hereto annexed, then this obligation shall be void; otherwise
to remain in full force and effect:
“PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Chapter 2253
of the Texas Government Code for Public Works as amended and all liabilities on this bond shall be
determined in accordance with the provisions of said Chapter to the same extent as if it were copied at
length herein.”
Surety, for value received, stipulates and agrees that no change, extension of time, alteration or
addition to the terms of the contract, or to the work performed thereunder, or the plans, specifications, or
drawings accompanying the same, shall in any way affect its obligation on this bonds, and it does hereby
waive notice of any such change, extension of time, alteration or addition to the terms of the contract, or to
the work to be performed thereunder.
IN WITNESS WHEREOF, the said Principal and Surety have signed and sealed this
instrument this __________________ day of ___________________________ 20_________.
Principal Surety
By By
Title Title________________________
Address Address
_____________
The name and address of the Resident Agent of Surety is: _______________________________
__________________________________________________________________________________
__________________________________________________________________________________
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PAYMENT BOND
Attachment G-5
BOND No.
STATE OF TEXAS }
COUNTY OF DALLAS }
KNOW ALL MEN BY THESE PRESENTS: That
________________________________________ (contractor’s company) of the City of
__________________ County of ______________________, and the State of ____________________, as
principal, and _________________________________________ (surety company) authorized under the
laws of the State of Texas to act as surety on bonds for principals, are held and firmly bond unto the City of
Irving (Owner), in the penal sum of ____________________________Dollars
($___________________________) for the payment whereof, the said Principal and Surety bind
themselves, and their heirs, administrators, executors, successors, and assigns, jointly and severally, by
these presents:
WHEREAS, the Principal has entered into a certain written contract with the Owner, for the
_________________________________________________________________________ (name of
project) which contract is hereby referred to and made part hereof as fully and to the same extent as if
copied at length herein.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said
Principal shall pay all claimants supplying labor and material to him or a subcontractor in the prosecution
of the work provided for in said contract, then, this obligation shall be void; otherwise to remain in full
force and effect:
“PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Chapter 2253
of the Texas Government Code for Public Works as amended and all liabilities on this bond shall be
determined in accordance with the provisions of said Chapter to the same extent as if it were copied at
length herein.”
Surety, for value received, stipulates and agrees that no change, extension of time, alteration or
addition to the terms of the contract, or to the work performed thereunder, or the plans, specifications, or
drawings accompanying the same, shall in any way affect its obligation on this bond, and it does hereby
waive notice of any such change, extension of time, alteration or addition to the terms of the contract, or to
the work to be performed thereunder.
IN WITNESS WHEREOF, the said Principal and Surety have signed and sealed
this instrument this __________________ day of ___________________________
20_________.
Principal Surety
By By
Title Title
Address Address
The name and address of the Resident Agent of Surety is: _______________________________
______________________________________________________________________________
_____________________________________________________________________________
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MAINTENANCE BOND
Attachment G-6
STATE OF TEXAS §
COUNTY OF §
KNOW ALL MEN BY THESE PRESENTS: THAT
___________________________________________________,
as Principal and
_______________________________________________________________________,
a corporation organized under the laws of ____________________________________________,
as Sureties, do hereby expressly acknowledge themselves to be held and bound to pay unto the
City of Irving, a municipal corporation, chartered by virtue of a special act of legislature of the
State of Texas, at Irving, Dallas County, Texas the sum of _____________________________
dollars ($______________), for the payment of which sum will truly be made unto said City of
Irving, and its successors, and said Principal and Sureties do hereby bind themselves, their
assigns and successors jointly and severally.
THIS obligation is conditioned; however, that whereas, the said
__________________________ has this day entered into a written contract with the said
City of Irving to build and construct _________________________________________________
,which contract and the plans and specifications therein mentioned, adopted by the City of Irving
are hereby expressly made a part thereof as though the same were written embodied herein.
WHEREAS, under the plans, specifications, and contract, it is provided that the
Contractor will maintain and keep in good repair, the work herein contracted to be done and
performed, for a period of one (1) year from the date of the acceptance of said work, and to do all
necessary repairing and/or reconstructing in whole or in part of said improvements that should be
occasioned by settlement of foundation, defective workmanship or materials furnished in the
construction or any part thereof or any of the accessories thereto constructed by the Contractor. It
being understood that the purpose of this section is to cover all defective conditions arising by
reason of defective material and charge the same against the said Contractor, and Sureties on this
obligation, and the said Contractor Sureties hereon shall be subject to the liquidation damages
mentioned in said contract for each day’s failure on its part to comply with the terms of said
provisions of said contract. Now, therefore, if the said Contractor shall keep and perform its said
agreement to maintain said work and keep the same in repair for the said maintenance period of
one (1) year, as provided, then these presents shall be null and void, and have not further effect,
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but if default shall be made by said Contractor in the performance of its contract to so maintain
and repair said work, then these presents shall have full force and effect, and said City of Irving
shall have and recover from the said Contractor and its Principal and Sureties damages in the
premises, as provided; and it is further agreed that this obligation shall be continuing one against
the Principal and Sureties, hereon, and that successive recoveries may be and had hereon for
successive branches until the full amount shall have been exhausted; and it is further understood
that the obligation herein to maintain said work shall continue throughout said maintenance
period, and the same shall not be changed, diminished or in any manner affected from any cause
during said time.
IN WITNESS WHEREOF, said has caused these presents to be executed by
_________________
and the said has caused these presents to be executed by its attorney
in fact and the said attorney in fact, , has hereunto set his hand, the
day of , 2______.
Principal Surety
By By
Title Title
Address Address
The name and address of the Resident Agent of Surety is:

______________________________________
NOTE: Date of Maintenance Bond must not be prior to date of the contract.
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NATIONAL CONSTRUCTION LAW CENTER, INC.
Attachment H-6
STANDARD FIXED PRICE
AGREEMENT BETWEEN
OWNER AND CONTRACTOR
NCLC DOCUMENT I
1992 EDITION
(City of Irving Revisions 7/94, 1/99, 4/02)
STANDARD FIXED PRICE AGREEMENT BETWEEN

OWNER AND CONTRACTOR
This Agreement is made by and between the City of Irving, Texas, a home-
rule municipality (hereinafter referred to as the "Owner") and
Contractor
(hereinafter referred to as the "Contractor") under seal for construction of
Development of Vacant Lots – Tudor Lane #237D-10F

(hereinafter referred to as the "Project"), the Owner and the Contractor
hereby agreeing as follows:
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ARTICLE I
THE CONTRACT AND THE CONTRACT DOCUMENTS
1.1 THE CONTRACT
1.1.1 The Contract between the Owner and the Contractor, of which this Agreement is a part,
consists of the Contract Documents. It shall be effective on the date this Agreement is executed by the last
party to execute it.
1.2. THE CONTRACT DOCUMENTS
1.2.1 The Contract Documents consist of this Agreement, the Requirements and Instructions to
Bidders, the Project Manual, the Specifications, the Drawings, all Change Orders and Field Orders issued
hereafter, any other amendments hereto executed by the parties hereafter, together with the following (if
any):
Documents not enumerated in this Paragraph 1.2.1 are not Contract Documents and do not form part of this
Contract.
1.3 ENTIRE AGREEMENT
1.3.1 This Contract, together with the Contractor's performance and payment bonds for the Project,
constitute the entire and exclusive agreement between the Owner and the Contractor with reference to the
Project. Specifically, but without limitation, this Contract supersedes any bid documents and all prior
written or oral communications, representations and negotiations, if any, between the Owner and
Contractor.
1.4 NO PRIVITY WITH OTHERS
1.4.1 Nothing contained in this Contract shall create, or be interpreted to create, privity or any other
contractual agreement between the Owner and any person or entity other than the Contractor.
1.5 INTENT AND INTERPRETATION
1.5.1 The intent of this Contract is to require complete, correct and timely execution of the Work.
Any Work that may be required, implied or inferred by the Contract Documents, or any one or more of
them, as necessary to produce the intended result shall be provided by the Contractor for the Contract Price.
1.5.2 This Contract is intended to be an integral whole and shall be interpreted as internally
consistent. What is required by any one Contract Document shall be considered as required by the
Contract.
1.5.3 When a word, term or phrase is used in this Contract, it shall be interpreted or construed, first,
as defined herein; second, if not defined, according to its generally accepted meaning in the construction
industry; and third, if there is no generally accepted meaning in the construction industry, according to its
common and customary usage.
1.5.4 The words "include", "includes", or "including", as used in this Contract, shall be deemed to
be followed by the phrase, "without limitation".
1.5.4.1 The term "product" includes materials, systems, and equipment.
1.5.4.2 The term "furnish" means supply and deliver to the Project Site, ready for unloading, unpacking,
assembly, installation, and similar operations.
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1.5.4.3 The term "install" describes operations at the Project Site including the actual unloading,
temporary storage, unpacking, assembly, erecting, placing, anchoring, applying, working to dimension,
finishing, curing, protecting, cleaning, and similar operations.
1.5.4.4 The term "provide" means to furnish and install, complete and ready for the intended use.
1.5.4.5 Sections of Division 1 - General Requirements govern the execution of all sections of the
specifications.
1.5.4.6 Summary paragraphs placed at the beginning of the Sections present a brief indication of the
principal Work included in that Section, but do not limit Work to subject mentioned nor purport to itemize
Work that may be included.
1.5.4.7 The words "approved", "inspected", "directed", "selected" and similar words and phrases shall be
presumed to be followed by "by Architect". The words "satisfactory", "submitted", "reported", and similar
words and phrases shall be presumed to be followed by "to Architect".
1.5.4.8 Instructions, directions and requirements as specified shall be considered to be followed by the
phrase "unless otherwise specified or indicated”
1.5.5 The specification herein of any act, failure, refusal, omission, event, occurrence or condition
as constituting a material breach of this Contract shall not imply that any other, non-specified act, failure,
refusal, omission, event, occurrence or condition shall be deemed not to constitute a material breach of this
Contract.
1.5.6 Words or terms used as nouns in this Contract shall be inclusive of their singular and plural
forms, unless the context of their usage clearly requires a contrary meaning.
1.5.7 The Contractor shall have a continuing duty to read, carefully study and compare each of the
Contract Documents, the Shop Drawings and the Product Data and shall give written notice to the Owner
of any inconsistency, ambiguity, error or omission which the Contractor may discover with respect to these
documents before proceeding with the affected Work. The issuance, or the express or implied approval by
the Owner or the Architect of the Contract Documents, Shop Drawings or Product Data shall not relieve the
Contractor of the continuing duties imposed hereby, nor shall any such approval be evidence of the
Contractor's compliance with this Contract. The Owner has requested the Architect to only prepare
documents for the Project, including the Drawings and Specifications for the Project, which are accurate,
adequate, consistent, coordinated and sufficient for construction. HOWEVER, THE OWNER MAKES NO
REPRESENTATION OR WARRANTY OF ANY NATURE WHATSOEVER TO THE CONTRACTOR
CONCERNING SUCH DOCUMENTS. By the execution hereof, the Contractor acknowledges and
represents that it has received, reviewed and carefully examined such documents, has found them to be
complete, accurate, adequate, consistent, coordinated and sufficient for construction, and that the
Contractor has not, does not, and will not rely upon any representation or warranties by the Owner
concerning such documents as no such representation or warranties have been or are hereby made.
1.5.8 As between numbers and scaled measurements on the Drawings and in the Design, the
numbers shall govern, as between larger scale and smaller scale drawings, the larger scale shall govern.
1.5.9 Neither the organization of any of the Contract Documents into divisions, sections,
paragraphs, articles, (or other categories), nor the organization or arrangement of the Design, shall control
the Contractor in dividing the Work or in establishing the extent or scope of the Work to be performed by
Subcontractors.
1.6 OWNERSHIP OF CONTRACT DOCUMENTS
1.6.1 The Contract Documents, and each of them, shall remain the property of the Owner. The
Contractor shall have the right to keep one record set of the Contract Documents upon completion of the
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Project; provided, however, that in no event shall Contractor use, or permit to be used, any or all of such
Contract Documents on other projects without the Owner's prior written authorization.
ARTICLE II
THE WORK
2.1 The Contractor shall perform all of the Work required, implied or reasonably inferable from,
this Contract.
2.2 The term "Work" shall mean whatever is done by or required of the Contractor to perform and
complete its duties under this Contract, including the following: construction of the whole or a designated
part of the Project; furnishing of any required surety bonds and insurance, and the provision or furnishing
of labor, supervision, services, materials, supplies, equipment, fixtures, appliances, facilities, tools,
transportation, storage, power, permits and licenses required of the Contractor, fuel, heat, light, cooling and
all other utilities as required by this Contract. The Work to be performed by the Contractor is generally
described as follows:
Development of Vacant Lots – Tudor Lane

ARTICLE III
CONTRACT TIME
3.1 TIME AND LIQUIDATED DAMAGES
3.1.1 The Contractor shall commence the Work within 10 days of receipt of a written Notice to
Proceed, and shall achieve Substantial Completion of the Work no later than 240 calendar days. Said
Notice to Proceed will not be issued until all required environmental clearances have been obtained as
required by either the State of Texas or the U.S. Department of Housing and Urban Development. In the
event the Notice to Proceed is not issued within ninety (90) days of the date this Contract is entered into,
then the Contract shall be deemed null and void and neither party shall bear any responsibility to the other.
The number of calendar days from the date on which the Work is permitted to proceed, through the date set
forth for Substantial Completion, shall constitute the "Contract Time".
3.1.2 The Contractor shall pay the Owner the sum of $500.00 per day for each and every calendar
day of unexcused delay in achieving Substantial Completion beyond the date set forth herein for
Substantial Completion of the Work. Any sums due and payable hereunder by the Contractor shall be
payable, not as a penalty, but as liquidated damages representing an estimate of delay damages likely to be
sustained by the Owner, estimated at or before the time of executing this Contract. When the Owner
reasonably believes that Substantial Completion will be inexcusably delayed, the Owner shall be entitled,
but not required, to withhold from any amounts otherwise due the Contractor an amount then believed by
the Owner to be adequate to recover liquidated damages applicable to such delays if and when the
Contractor overcomes the delay in achieving Substantial Completion, or any part thereof, for which the
Owner has withheld payment, the Owner shall promptly release to the Contractor those funds withheld, but
no longer applicable, as liquidated damages.
3.2 SUBSTANTIAL COMPLETION
3.2.1 "Substantial Completion" shall mean that stage in the progression of the Work when the Work
is sufficiently complete in accordance with this Contract that the Owner can enjoy beneficial use or
occupancy of the Work and can utilize the Work for its intended purpose.
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3.3 TIME IS OF THE ESSENCE
3.3.1 All limitations of time set forth in the Contract Documents are of the essence of this Contract.
ARTICLE IV
CONTRACT PRICE
4.1 THE CONTRACT PRICE
4.1.1 The Owner shall pay, and the Contractor shall accept, as full and complete payment for all of
the Work required herein, the fixed sum of $«AwardAmount».
The sum set forth in this Paragraph 4.1 shall constitute the Contract Price which shall not be modified
except by Change Order as provided in this Contract.
ARTICLE V
PAYMENT OF THE CONTRACT PRICE
5.1 SCHEDULE OF VALUES
5.1.1 Within ten (10) calendar days of the effective date hereof, the Contractor shall submit to the
Owner and to the Architect a Schedule of Values in accordance with Section 01200 – Price and Payment
Procedures allocating the Contract Price to the various portions of the Work. The Contractor's Schedule of
Values shall be prepared in such form, with such detail, and supported by such data as the Architect or the
Owner may require to substantiate its accuracy. The Contractor shall not imbalance its Schedule of Values
nor artificially inflate any element thereof. The violation of this provision by the Contractor shall constitute
a material breach of this Contract. The Schedule of Values shall be used only as a basis for the Contractor's
Applications for Payment and shall only constitute such basis after it has been acknowledged in writing by
the Architect and the Owner.
5.2 PAYMENT PROCEDURE
5.2.1 The Owner shall pay the Contract Price to the Contractor as provided below.
5.3 WITHHELD PAYMENT
5.3.1 The Owner may decline to make payment, may withhold funds, and, if necessary, may
demand the return of some or all of the amounts previously paid to the Contractor, to protect the Owner
from loss because of:
(a) defective Work not remedied by the Contractor nor, in the opinion of the Owner, likely to be
remedied by the Contractor;
(b) claims of third parties against the Owner or the Owner's property;
(c) failure by the Contractor to pay Subcontractors or others in a prompt and proper fashion;
(d) evidence that the balance of the Work cannot be completed in accordance with the Contract
for the unpaid balance of the Contract Price,
(e) evidence that the Work will not be completed in the time required for substantial or final
completion;
(f) persistent failure to carry out the Work in accordance with the Contract;
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(g) damage to the Owner or a third party to whom the Owner is, or may be, liable.
In the event that the Owner makes written demand upon the Contractor for amounts
previously paid by the Owner as contemplated in this Subparagraph 5.3.1, the Contractor shall promptly
comply with such demand. The Owner shall have no duty to third parties to withhold payment to the
Contractor and shall incur no liability for a failure to withhold funds.
5.4 UNEXCUSED FAILURE TO PAY
5.4.1 If within sixty (60) days after the date established herein for payment to the Contractor by the
Owner, the Owner, without cause or basis hereunder, fails to pay the Contractor any amount then due and
payable to the Contractor, then the Contractor may after ten (10) additional days' written notice to the
Owner and the Architect, and without prejudice to any other available rights or remedies it may have, stop
the Work until payment of those amounts due from the Owner have been received. Late payments shall not
accrue interest or other late charges, except as required by state law.
5.5 SUBSTANTIAL COMPLETION
5.5.1 When the Contractor believes that the Work is substantially complete, the Contractor shall
submit to the Architect a list of items to be completed or corrected. When the Architect on the basis of an
inspection determines that the Work is in fact substantially complete, it will prepare a Certificate of
Substantial Completion which shall establish the date of Substantial Completion, shall state the
responsibilities of the Owner and the Contractor for Project security, maintenance, heat, utilities, damage to
the Work, and insurance, and shall fix the time within which the Contractor shall complete the items listed
therein. Guarantees required by the Contract shall commence on the date of Substantial Completion of the
Work. The Certificate of Substantial Completion shall be submitted to the Owner and the Contractor for
their written acceptance of the responsibilities assigned to them in such certificate.
Upon Substantial Completion of the Work, and execution by both the Owner and the Contractor of the
Certificate of Substantial Completion, the Owner shall pay the Contractor an amount sufficient to increase
total payments to the Contractor to one hundred percent (100%) of the Contract Price less three hundred
percent (300%) of the reasonable cost as determined by the Owner and the Architect for completing all
incomplete Work, correcting and bringing into conformance all defective and nonconforming Work, and
handling all unsettled claims.
5.6 COMPLETION AND FINAL PAYMENT
5.6.1 When all of the Work is finally complete and the Contractor is ready for a final inspection, it
shall notify the Owner and the Architect thereof in writing. Thereupon, the Architect will make final
inspection of the Work and, if the Work is complete in full accordance with this Contract and this Contract
has been fully performed, the Architect will promptly issue a final Certificate for Payment certifying to the
Owner that the Project is complete and the Contractor is entitled to the remainder of the unpaid Contract
Price, less any amount withheld pursuant to this Contract. If the Architect is unable to issue its final
Certificate for Payment and is required to repeat its final inspection of the Work, the Contractor shall bear
the cost of such repeat final inspection(s) which cost may be deducted by the Owner from the Contractor's
final payment.
5.6.1.1 If the Contractor fails to achieve final completion within the time fixed therefor by the
Architect in its Certificate of Substantial Completion, the Contractor shall pay the Owner the sum of
$500.00 per day for each and every calendar day of unexcused delay in achieving final completion beyond
the date set forth herein for final completion of the Work. Any sums due and payable hereunder by the
Contractor shall be payable, not as a penalty, but as liquidated damages representing an estimate of delay
damages likely to be sustained by the Owner, estimated at or before the time of executing this Contract.
When the Owner reasonably believes that final completion will be inexcusably delayed, the Owner shall be
entitled, but not required, to withhold from any amounts otherwise due the Contractor an amount then
believed by the Owner to be adequate to recover liquidated damages applicable to such delays. If and when
the Contractor overcomes the delay in achieving final completion, or any part thereof, for which the Owner
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has withheld payment, the Owner shall promptly release to the Contractor those funds withheld, but no
longer applicable, as liquidated damages.
5.6.2 The Contractor shall not be entitled to final payment unless and until it submits to the
Architect its affidavit that all payrolls, invoices for materials and equipment, and other liabilities connected
with the Work for which the Owner, or the Owner's property might be responsible, have been fully paid or
otherwise satisfied; releases and waivers of lien from all Subcontractors of the Contractor and of any and
all other parties required by the Architect or the Owner; consent of Surety, if any, to final payment. If any
third party fails or refuses to provide a release of claim or waiver of lien as required by the Owner, the
Contractor shall furnish a bond satisfactory to the Owner to discharge any such lien or indemnify the
Owner from liability.
5.6.3 The Owner shall make final payment of all sums due the Contractor within sixty (60) days of
the Architect's execution of a final Certificate for Payment.
5.6.4 Acceptance of final payment shall constitute a waiver of all claims against the Owner by the
Contractor except for those claims previously made in writing against the Owner by the Contractor,
pending at the time of final payment, and identified in writing by the Contractor as unsettled at the time of
its request for final payment.
ARTICLE VI
THE OWNER
6.1 INFORMATION, SERVICES AND THINGS REQUIRED FROM OWNER
6.1.1 The Owner shall furnish to the Contractor, at the time of executing this Contract, any and all
written and tangible material in its possession concerning conditions below ground at the site of the Project.
Such written and tangible material is furnished to the Contractor only in order to make complete disclosure
of such material and for no other purpose. By furnishing such material, the Owner does not represent,
warrant, or guarantee its accuracy either in whole, in part, implicitly or explicitly, or at all, and shall have
no liability therefor. The Owner shall also furnish surveys, legal limitations and utility locations (if
known), and a legal description of the Project site.
6.1.2 Excluding permits and fees normally the responsibility of the Contractor, the Owner shall
obtain all approvals, easements, and the like required for construction and shall pay for necessary
assessments and charges required for construction, use or occupancy of permanent structures or for
permanent changes in existing facilities.
6.1.3 The Contractor will be furnished free of charge twenty five sets of Drawings and Project
Manuals for execution of the Work. Additional sets may be purchased at the cost of reproduction.
6.2 RIGHT TO STOP WORK
6.2.1 If the Contractor persistently fails or refuses to perform the Work in accordance with this
Contract, the Owner may order the Contractor to stop the Work, or any described portion thereof, until the
cause for stoppage has been corrected, no longer exists, or the Owner orders that Work be resumed. In
such event, the Contractor shall immediately obey such order.
6.3 OWNER'S RIGHT TO PERFORM WORK
6.3.1 If the Contractor's Work is stopped by the Owner under Paragraph 6.2, and the Contractor
fails within seven (7) days of such stoppage to provide adequate assurance to the Owner that the cause of
such stoppage will be eliminated or corrected, then the Owner may, without prejudice to any other rights or
remedies the Owner may have against the Contractor, proceed to carry out the subject Work. In such a
situation, an appropriate Change Order shall be issued deducting from the Contract Price the cost of
correcting the subject deficiencies, plus compensation for the Architect's additional services and expenses
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necessitated thereby, if any. If the unpaid portion of the Contract Price is insufficient to cover the amount
due the Owner, the Contractor shall pay the difference to the Owner.
ARTICLE VII
THE CONTRACTOR
7.1 The Contractor is again reminded of its continuing duty set forth in Subparagraph 1.5.7. The
Contractor shall perform no part of the Work at any time without adequate Contract Documents or, as
appropriate, approved Shop Drawings, Product Data or Samples for such portion of the Work. If the
Contractor performs any of the Work knowing it involves a recognized error, inconsistency or omission in
the Contract Documents without such notice to the Architect, the Contractor shall bear responsibility for
such performance and shall bear the cost of correction.
7.2 The Contractor shall perform the Work strictly in accordance with this Contract.
7.3 The Contractor shall supervise and direct the Work using the Contractor's best skill, effort and
attention. The Contractor shall be responsible to the Owner for acts and omissions of the Contractor’s
employees, and other persons or entities performing portions of the Work for or on behalf of the Contractor
or any of its Subcontractors.
7.3.1 The Contractor shall be solely responsible for and have control over construction means,
methods, techniques, sequences and procedures, including job-site safety, and for coordinating all portions
of the Work under the Contract.
7.4 WARRANTY
The Contractor warrants to the Owner that all labor furnished to progress the Work under this
Contract will be competent to perform the tasks undertaken, that the product of such labor will yield only
first-class results, that materials and equipment furnished will be of good quality and new unless otherwise
permitted by this Contract, and that the Work will be of good quality, free from faults and defects and in
strict conformance with this Contract. All Work not conforming to these requirements may be considered
defective.
7.4.1.1 The warranty period is 1 year, commencing on the date of acceptance of the Project by the Irving
City Council.
7.5 PERMITS
7.5.1 The Contractor shall apply for and secure all permits required for construction. The Owner will
pay for the City of Irving building, mechanical, electrical, and plumbing permits, health and environmental
impact fees due to water and sewer connections, and, if needed, zoning regulation fees. The Contractor
shall pay for all other permits and governmental fees, licenses, and inspections necessary for proper
execution of and completion of the Contract which are legally required at the time of execution of the
Contract.
7.6 SUPERVISION
7.6.1 The Contractor shall employ and maintain at the Project site only competent supervisory
personnel. Absent written instruction from the Contractor to the contrary, the superintendent shall be
deemed the Contractor's authorized representative at the site and shall be authorized to receive and accept
any and all communications from the Owner or the Architect.
7.6.2 Key supervisory personnel assigned by the Contractor to this Project are as follows:
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NAME FUNCTION
_______________________________________
_______________________________________
_______________________________________
_______________________________________
_______________________________________
_______________________________________
_______________________________________
_______________________________________
So long as the individuals named above remain actively employed or retained by the Contractor, they shall
perform the functions indicated next to their names unless the Owner agrees to the contrary in writing. In
the event one or more individuals not listed above subsequently assume one or more of those functions
listed above, the Contractor shall be bound by the provisions of this Subparagraph 7.6.2 as though such
individuals had been listed above.
7.7 The Contractor, within fifteen (15) days of commencing the Work, shall submit to the Owner
and the Architect for their information, the Contractor's schedule for completing the Work. The
Contractor's schedule shall be revised no less frequently than monthly (unless the parties otherwise agree in
writing) and shall be revised to reflect conditions encountered from time to time and shall be related to the
entire Project. Each such revision shall be furnished to the Owner and the Architect. Failure by the
Contractor to strictly comply with the provisions of this Paragraph 7.7 shall constitute a material breach of
this Contract.
7.8 The Contractor shall continuously maintain at the site, for the benefit of the Owner and the
Architect, one record copy of this Contract marked to record on a current basis changes, selections and
modifications made during construction. Additionally, the Contractor shall maintain at the site for the
Owner and Architect the approved Shop Drawings, Product Data, Samples and other similar required
submittals. Upon final completion of the Work, all of these record documents shall be delivered to the
Owner. Refer to Section 01780 – Closeout Submittals, for additional requirements.
7.8.1 Contractor shall comply with the prevailing wage law in accordance with Article 5159 of Vernon's
Revised Civil Statues, including any amendments or supplements thereto, and shall pay not less than the
minimum wage rates established in the Bidding and Contract Requirements.
7.8.2 The Owner qualifies for exemption from the State of Texas and local sales and use taxes pursuant
to the provisions of Section 151.309 of the Texas Limited Sales, Excise and Use Tax Act. The Contractor
shall not pay such taxes which would otherwise be payable in connection with the performance of this
Contract, but the Contractor must obtain an exemption by complying with the State Comptroller's ruling
No. 95-0.07, as amended, effective October 2, 1968. Exemption certificates will be furnished to the
Contractor by the Owner.
7.8.3 Contractor shall comply with Tax Bill 1H.B.11, sales tax on tangible personal property- no sales
tax on tangible personal property incorporated into or made a part of the project. The Contractor shall not
include or provide for sales tax on tangible personal property to be incorporated into the project. In order
to be exempt from the sales tax on such tangible personal property the contract shall separate and provide
separate charges for materials to be incorporated into the project from charges for labor. The Owner will
provide the Contractor with an exemption certificate for the materials. The Contractor shall issue a resale
certificate in lieu of paying a sales tax at the time of purchase.
7.8.4 Submit letter listing review comments indicated on Building Permit Set from Building Official
issuing the Building Permit.
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7.9 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES
7.9.1 Shop Drawings, Product Data, Samples and other submittals from the Contractor do not
constitute Contract Documents. Their purpose is merely to demonstrate the manner in which the
Contractor intends to implement the Work in conformance with information received from the Contract
Documents.
7.9.2 The Contractor shall not perform any portion of the Work requiring submittal and review of
Shop Drawings, Product Data or Samples unless and until such submittal shall have been approved by the
Architect. Approval by the Architect, however, shall not be evidence that Work installed pursuant thereto
conforms with the requirements of this Contract.
7.10 CLEANING THE SITE AND THE PROJECT
7.10.1 The Contractor shall keep the site reasonably clean during performance of the Work. Upon
final completion of the Work, the Contractor shall clean the site and the Project and remove all waste,
together with all of the Contractor's property therefrom. Contractor shall dispose of all refuse at a Texas
Natural Resource Conservation Commission approved landfill other than the City of the Irving Landfill.
7.11 ACCESS TO WORK
7.11.1 The Owner and the Architect shall have access to the Work at all times from commencement
of the Work through final completion. The Contractor shall take whatever steps necessary to provide
access when requested.
7.12 INDEMNITY
7.12.1 Owner shall not be liable or responsible for, and shall be saved and held harmless by
Contractor from and against any and all suits, actions, losses, damages, claims, or liability of any character,
type, or description, including all expenses of litigation, court costs, and attorney's fees for injury or death
to any person, or injury to any property, received or sustained by any person or persons or property, arising
out of, or occasioned by, directly or indirectly, the performance of Contractor under this agreement,
including claims and damages arising in whole or in part from the negligence of Owner, without; however,
waiving any governmental immunity available to the Owner under Texas law and without waiving any
defenses of the parties under Texas law. The provisions of this indemnification are solely for the benefit of
the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other
person or entity.
7.12.1.1 It is the expressed intent of the parties to this Agreement that the indemnity provided for in
this Contract is an indemnity extended by Contractor to indemnify and protect Owner from the
consequences of Owner's own negligence, provided, however, that the indemnity provided for in this
Contract shall apply only when the negligent act of Owner is a contributory cause of the resultant injury,
death, or damage, and shall have no application when the negligent act of Owner is the sole cause of the
resultant injury, death, or damage, unmixed with the legal fault of another person or entity.
7.12.1.2 The Contractor will secure and maintain Contractual Liability insurance to cover this
indemnification agreement that will be primary and non-contributory as to any insurance maintained by the
Owner for its own benefit, including self-insurance. In addition, Contractor shall obtain and file with
Owner a City of Irving Standard Certificate of Insurance evidencing the required coverage.
7.12.2 In claims against any person or entity indemnified under this Paragraph 7.12 by an employee
of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose
acts they may be liable, the indemnification obligation under this Paragraph 7.12 shall not be limited by a
limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a
Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts.
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ARTICLE VIII
CONTRACT ADMINISTRATION
8.1 THE ARCHITECT
8.1.1 When used in this Contract the term “Architect” shall refer to the Contract Administrator
(who may not be an Architect) for the Owner who shall be City of Irving.
In the event the Owner should find it necessary or convenient to replace the Architect, the Owner shall
retain a replacement Architect and the status of the replacement Architect shall be that of the former
Architect.
8.2 ARCHITECT'S ADMINISTRATION
8.2.1 The Architect, unless otherwise directed by the Owner in writing, will perform those duties
and discharge those responsibilities allocated to the Architect as set forth in this Contract. The Architect
shall be the Owner's representative from the effective date of this Contract until final payment has been
made. The Architect shall be authorized to act on behalf of the Owner only to the extent provided in this
Contract.
8.2.2 The Owner and the Contractor shall communicate with each other in the first instance through
the Architect.
8.2.3 The Architect shall be the initial interpreter of the requirements of the drawings and
specifications and the judge of the performance thereunder by the Contractor. The Architect shall render
written or graphic interpretations necessary for the proper execution or progress of the Work with
reasonable promptness on request of the Contractor.
8.2.4 The Architect will review the Contractor's Applications for Payment and will certify to the
Owner for payment to the Contractor, those amounts then due the Contractor as provided in this Contract.
8.2.5 The Architect shall have authority to reject Work which is defective or does not conform to
the requirements of this Contract. If the Architect deems it necessary or advisable, the Architect shall have
authority to require additional inspection or testing of the Work for compliance with Contract requirements.
8.2.6 The Architect will review and approve, or take other appropriate action as necessary,
concerning the Contractor's submittals including Shop Drawings, Product Data and Samples. Such review,
approval or other action shall be for the sole purpose of determining conformance with the design concept
and information given through the Contract Documents.
8.2.7 The Architect will prepare Change Orders and may authorize minor changes in the Work by
field Order as provided elsewhere herein.
8.2.8 The Architect shall, upon written request from the Contractor, conduct inspections to
determine the date of Substantial Completion and the date of final completion, will receive and forward to
the Owner for the Owner's review and records, written warranties and related documents required by this
Contract and will issue a final Certificate for Payment upon compliance with the requirements of this
Contract.
8.2.9 The Architect's decisions in matters relating to aesthetic effect shall be final if consistent with
the intent of this Contract.
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8.3 CLAIMS BY THE CONTRACTOR
8.3.1 All Contractor claims shall be initiated by written notice and claim to the Owner and the
Architect. Such written notice and claim must be furnished within seven (7) days after occurrence of the
event, or the first appearance of the condition, giving rise to the claim.
8.3.2 Pending final resolution of any claim of the Contractor, the Contractor shall diligently
proceed with performance of this Contract and the Owner shall continue to make payments to the
Contractor in accordance with this Contract. The resolution of any claim under this Paragraph 8.3 shall be
reflected by a Change Order executed by the Owner, the Architect and the Contractor.
8.3.3 CLAIMS FOR CONCEALED AND UNKNOWN CONDITIONS - Should concealed and unknown
conditions encountered in the performance of the Work (a) below the surface of the ground or (b) in an
existing structure be at variance with the conditions indicated by this Contract, or should unknown
conditions of an unusual nature differing materially from those ordinarily encountered in the area and
generally recognized as inherent in Work of the character provided for in this Contract, be encountered, the
Contract Price shall be equitably adjusted by Change Order upon the written notice and claim by either
party made within seven (7) days after the first observance of the condition. As a condition precedent to
the Owner having any liability to the Contractor for concealed or unknown conditions, the Contractor must
give the Owner and the Architect written notice of, and an opportunity to observe, the condition prior to
disturbing it. The failure by the Contractor to make the written notice and claim as provided in this
Subparagraph shall constitute a waiver by the Contractor of any claim arising out of or relating to such
concealed or unknown condition.
8.3.4 CLAIMS FOR ADDITIONAL COSTS - If the Contractor wishes to make a claim for an increase in
the Contract Price, as a condition precedent to any liability of the Owner therefor, the Contractor shall give
the Architect written notice of such claim within seven (7) days after the occurrence of the event, or the
first appearance of the condition, giving rise to such claim. Such notice shall be given by the Contractor
before proceeding to execute any additional or changed Work. The failure by the Contractor to give such
notice and to give such notice prior to executing the Work shall constitute a waiver of any claim for
additional compensation.
In connection with any claim by the Contractor against the Owner for compensation in excess of the
Contract Price, any liability of the Owner for the Contractor's costs shall be strictly limited to direct costs
incurred by the Contractor and shall in no event include indirect costs or consequential damages of the
Contractor. The Owner shall not be liable to the Contractor for claims of third parties, including
Subcontractors. The Owner shall not be liable to the Contractor for any claims based upon delay to the
Contractor for any reason whatsoever including any act or neglect on the part of the Owner.
8.3.5 CLAIMS FOR ADDITIONAL TIME - If the Contractor is delayed in progressing any task which at
the time of the delay is then critical or which during the delay becomes critical, as the sole result of any act
or neglect to act by the Owner or someone acting in the Owner's behalf, or by changes ordered in the Work,
unusual delay in transportation, unusually adverse weather conditions not reasonably anticipatable, fire or
any causes beyond the Contractor's control, then the date for achieving Substantial Completion of the Work
shall be extended upon the written notice and claim of the Contractor to the Owner and the Architect, for
such reasonable time as the Architect may determine. Any notice and claim for an extension of time by the
Contractor shall be made not more than seven (7) days after the occurrence of the event or the first
appearance of the condition giving rise to the claim and shall set forth in detail the Contractor's basis for
requiring additional time in which to complete the Project. in the event the delay to the Contractor is a
continuing one, only one notice and claim for additional time shall be necessary. if the Contractor fails to
make such claim as required in this Subparagraph, any claim for an extension of time shall be waived.
8.3.5.1 Time extensions due to "adverse weather" will be granted only to the extent that the number of
days of precipitation (0.01 inch or more) or the number of days of freezing weather (32 degrees F (0
degrees C) and below) exceeds the mean for that month, and because such "adverse weather" prevented the
execution of major items of work on normal working days. The mean number of days of precipitation and
freezing weather shall be as established by the U.S. Weather Bureau for the closest reporting station to the
Project. If both precipitation and freezing weather exceed the norm for any given day, only 1 day will be
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counted.
8.3.5.2 Claims for extension of time must be submitted within 7 days after the beginning of the delay, and
shall be in whole or half day increments.
8.3.5.3 Claims for extension of time due to strikes or lockouts shall be accompanied with a written
explanation of facts concerning the strike or lockout including affected dates, trade involved, reason for
strike or lockout, efforts to resolve the dispute, and efforts to minimize the impact on this Project.
8.3.5.4 Claims for extension of time due to delays in transportation shall be accompanied with a written
explanation of facts demonstrating that the delays were beyond the Contractor's control.
8.4 FIELD ORDERS
8.4.1 The Architect shall have authority to order minor changes in the Work not involving a change
in the Contract Price or in Contract Time and not inconsistent with the intent of the Contract. Such changes
shall be effected by field Order and shall be binding upon the Contractor. The Contractor shall carry out
such Field Orders promptly.
ARTICLE IX
SUBCONTRACTORS
9.1 DEFINITION
9.1.1 A Subcontractor is an entity which has a direct contract with the Contractor to perform a
portion of the Work.
9.2 AWARD OF SUBCONTRACTS
9.2.1 Upon execution of the Contract, the Contractor shall furnish the Owner, in writing, the names
of persons or entities proposed by the Contractor to act as a Subcontractor on the Project. The Owner shall
promptly reply to the Contractor, in writing, stating any objections the Owner may have to such proposed
Subcontractor. The Contractor shall not enter into a Subcontract with a proposed Subcontractor with
reference to whom the Owner has made timely objection. The Contractor shall not be required to
Subcontract with any party to whom the Contractor has objection.
9.2.2 All subcontracts shall afford the Contractor rights against the Subcontractor which correspond
to those rights afforded to the Owner against the Contractor herein, including those rights afforded to the
Owner by Subparagraph 12.2.1 below.
ARTICLE X
CHANGES IN THE WORK
10.1 CHANGES PERMITTED
10.1.1 Changes in the Work within the general scope of this Contract, consisting of additions,
deletions, revisions, or any combination thereof, may be ordered without invalidating this Contract, by
Change Order or by Field Order.
10.1.2 Changes in the Work shall be performed under applicable provisions of this Contract and the
Contractor shall proceed promptly with such changes.
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10.2 CHANGE ORDER DEFINED
10.2.1 Change Order shall mean a written order to the Contractor executed by the Owner and the
Architect, issued after execution of this Contract, authorizing and directing a change in the Work or an
adjustment in the Contract Price or the Contract Time, or any combination thereof. The Contract Price and
the Contract Time may be changed only by Change Order.
10.3 CHANGES IN THE CONTRACT PRICE
10.3.1 Any change in the Contract Price resulting from a Change Order shall be determined as
follows: (a) by mutual agreement between the Owner and the Contractor as evidenced by (1) the change in
the Contract Price being set forth in the Change Order, (2) such change in the Contract Price, together with
any conditions or requirements related thereto, being initialed by both parties and (3) the Contractor's
execution of the Change Order, or (b) if no mutual agreement occurs between the Owner and the
Contractor, then, as provided in Subparagraph 10.3.2 below.
10.3.2 If no mutual agreement occurs between the Owner and the Contractor as contemplated in
Subparagraph 10.3.1 above, the change in the Contract Price, if any, shall then be determined by the
Architect on the basis of the reasonable expenditures or savings of those performing, deleting or revising
the Work attributable to the change, including, in the case of an increase or decrease in the Contract Price,
an allowance for job site overhead and profit in accordance with Subparagraph 10.3.2.1. In such case, the
Contractor shall present, in such form and with such content as the Owner or the Architect requires, an
itemized accounting of such expenditures or savings, plus appropriate supporting data for inclusion in a
Change Order. Reasonable expenditures or savings shall be limited to the following: reasonable costs of
materials, supplies, or equipment including delivery costs, reasonable costs of labor, including social
security, old age and unemployment insurance, fringe benefits required by agreement or custom, and
workers' compensation insurance, reasonable rental costs of machinery and equipment exclusive of hand
tools whether rented from the Contractor or others, reasonable costs of premiums for all bonds and
insurance, permit fees, and sales, use or other taxes related to the Work, and reasonable cost of direct
supervision and jobsite field office overhead directly attributable to the change. In no event shall any
expenditure or savings associated with the Contractor's home office or other non-jobsite overhead expense
be included in any change in the Contract Price. Pending final determination of reasonable expenditures or
savings to the Owner, payments on account shall be made to the Contractor on the Architect's Certificate
for Payment.
10.3.2.1 In Subparagraph 10.3.2, the overhead and profit included in the total cost to the Owner shall
be based on the following rates:
.1 For Work performed by Contractor's own forces: 10%.
.2 For Work performed by Subcontractor, Subcontractor: 10%; Contractor: 5%.
.3 Overhead includes the costs related to home office personnel and the costs of supervision and
field office personnel directly attributable to the Change.
.4 The cost to which overhead and profit is to be applied shall be determined in

accordance with Subparagraph 10.3.2.
.5 All proposals, except those so minor that their propriety can be seen by inspection, shall be
accompanied by a complete itemization of costs including quantities, labor, materials, and
subcontracts. Labor and materials shall be itemized in the manner prescribed above. Where major
cost items are subcontracts, they shall also be itemized.
10.3.3 If unit prices are provided in the Contract, and if the quantities contemplated are so changed
in a proposed Change Order that application of such unit prices to the quantities of Work proposed will
cause substantial inequity to the Owner or to the Contractor, the applicable unit prices shall be equitably
adjusted.
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10.4 MINOR CHANGES
10.4.1 The Architect shall have authority to order minor changes in the Work not involving a change
in the Contract Price or an extension of the Contract Time and not inconsistent with the intent of this
Contract. Such minor changes shall be made by written Field Order, and shall be binding upon the owner
and the Contractor. The Contractor shall promptly carry out such written Field Orders.
10.5 EFFECT OF EXECUTED CHANGE ORDER
10.5.1 The execution of a Change Order by the Contractor shall constitute conclusive evidence of the
Contractor's agreement to the ordered changes in the Work, this Contract as thus amended, the Contract
Price and the Contract Time. The Contractor, by executing the Change Order, waives and forever releases
any claim against the Owner for additional time or compensation for matters relating to or arising out of or
resulting from the Work included within or affected by the executed Change Order.
10.6 NOTICE TO SURETY; CONSENT
10.6.1 The Contractor shall notify and obtain the consent and approval of the Contractor's surety
with reference to all Change Orders if such notice, consent or approval are required by the Contractor's
surety or by law. The Contractor's execution of the Change Order shall constitute the Contractor's warranty
to the Owner that the surety has been notified of and consents to, such Change Order and the surety shall be
conclusively deemed to have been notified of such Change Order and to have expressly consented thereto.
ARTICLE XI
UNCOVERING AND CORRECTING WORK
11.1 UNCOVERING WORK
11.1.1 If any of the Work is covered contrary to the Architect's request or to any provisions of this
Contract, it shall, if required by the Architect or the Owner, be uncovered for the Architect's inspection and
shall be properly replaced at the Contractor's expense without change in the Contract Time.
11.1.2 If any of the Work is covered in a manner not inconsistent with Subparagraph 11.1.1 above, it
shall, if required by the Architect or Owner, be uncovered for the Architect's inspection. If such Work
conforms strictly with this Contract, costs of uncovering and proper replacement shall by Change Order be
charged to the Owner. If such Work does not strictly conform with this Contract, the Contractor shall pay
the costs of uncovering and proper replacement.
11.2 CORRECTING WORK
11.2.1 The Contractor shall immediately proceed to correct Work rejected by the Architect as
defective or failing to conform to this Contract. The Contractor shall pay all costs and expenses associated
with correcting such rejected Work, including any additional testing and inspections, and reimbursement to
the Owner for the Architect's services and expenses made necessary thereby.
11.2.2 If within one (1) year after Substantial Completion of the Work any of the Work is found to
be defective or not in accordance with this Contract, the Contractor shall correct it promptly upon receipt of
written notice from the Owner. This obligation shall survive final payment by the Owner and termination
of this Contract. With respect to Work first performed and completed after Substantial Completion, this
one year obligation to specifically correct defective and nonconforming Work shall be extended by the
period of time which elapses between Substantial Completion and completion of the subject Work.
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11.2.3 Nothing contained in this Paragraph 11.2 shall establish any period of limitation with respect
to other obligations which the Contractor has under this Contract. Establishment of the one year time
period in Subparagraph 11.2.2 relates only to the duty of the Contractor to specifically correct the Work.
11.3 OWNER MAY ACCEPT DEFECTIVE OR NONCONFORMING WORK
11.3.1 If the Owner chooses to accept defective or nonconforming Work, the Owner may do so. in
such event, the Contract Price shall be reduced by the greater of (a) the reasonable cost of removing and
correcting the defective or nonconforming Work, and (b) the difference between the fair market value of
the Project as constructed and the fair market value of the Project had it not been constructed in such a
manner as to include defective or nonconforming Work. If the remaining portion of the unpaid Contract
Price, if any, is insufficient to compensate the Owner for its acceptance of defective or nonconforming
Work, the Contractor shall, upon written demand from the Owner, pay the Owner such remaining
compensation for accepting defective or nonconforming Work.
ARTICLE XII
CONTRACT TERMINATION
12.1 TERMINATION BY THE CONTRACTOR
12.1.1 If the Work is stopped for a period of ninety (90) days by an order of any court or other public
authority, or as a result of an act of the Government, through no fault of the Contractor or any person or
entity working directly or indirectly for the Contractor, the Contractor may, upon ten (10) days' written
notice to the Owner and the Architect, terminate performance under this Contract and recover from the
Owner payment for the actual reasonable expenditures of the Contractor (as limited in Subparagraph 10.3.2
above) for all Work executed and for materials, equipment, tools, construction equipment and machinery
actually purchased or rented solely for the Work, less any salvage value of any such items.
12.1.2 If the Owner shall persistently or repeatedly fail to perform any material obligation to the
Contractor for a period of fifteen (15) days after receiving written notice from the Contractor of its intent to
terminate hereunder, the Contractor may terminate performance under this Contract by written notice to the
Architect and the Owner. In such event, the Contractor shall be entitled to recover from the Owner as
though the Owner had terminated the Contractor's performance under this Contract for convenience
pursuant to Subparagraph 12.2.1 hereunder.
12.2 TERMINATION BY THE OWNER
12.2.1 FOR CONVENIENCE
12.2.1.1 The Owner may for any reason whatsoever terminate performance under this Contract by the
Contractor for convenience. The Owner shall give written notice of such termination to the Contractor
specifying when termination becomes effective.
12.2.1.2 The Contractor shall incur no further obligations in connection with the Work and the
Contractor shall stop Work when such termination becomes effective. The Contractor shall also terminate
outstanding orders and subcontracts. The Contractor shall settle the liabilities and claims arising out of the
termination of subcontracts and orders. The Owner may direct the Contractor to assign the Contractor's
right, title and interest under terminated orders or subcontracts to the Owner or its designee.
12.2.1.3 The Contractor shall transfer title and deliver to the Owner such completed or partially
completed Work and materials, equipment, parts, fixtures, information and Contract rights as the
Contractor has.
12.2.1.4 (a) The Contractor shall submit a termination claim to the Owner and the
Architect specifying the amounts due because of the termination for
convenience together with costs, pricing or other data required by the
Architect. If the Contractor fails to file a termination claim within one (1) year
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from the effective date of termination, the Owner shall pay the Contractor, an
amount derived in accordance with subparagraph (c) below.
(b) The Owner and the Contractor may agree to the compensation, if any, due to
the Contractor hereunder.
(c) Absent agreement to the amount due to the Contractor, the Owner shall pay
the Contractor the following amounts:
(i) Contract prices for labor, materials, equipment and other services
accepted under this Contract;
(ii) Reasonable costs incurred in preparing to perform and in performing the
terminated portion of the Work, and in terminating the Contractor's
performance, plus a fair and reasonable allowance for overhead and profit
thereon (such profit shall not include anticipated profit or consequential
damages), provided however, that if it appears that the Contractor would
have not profited or would have sustained a loss if the entire Contract
would have been completed, no profit shall be allowed or included and the
amount of compensation shall be reduced to reflect the anticipated rate of
loss, if any;
(iii) Reasonable costs of settling and paying claims arising out of the
termination of subcontracts or orders pursuant to Subparagraph 12.2.1.2
of this Paragraph. These costs shall not include amounts paid in
accordance with other provisions hereof.
The total sum to be paid the Contractor under this Subparagraph 12.2.1 shall not exceed the total Contract
Price, as properly adjusted, reduced by the amount of payments otherwise made, and shall in no event
include duplication of payment.
12.2.2 FOR CAUSE
12.2.2.1 If the Contractor persistently or repeatedly refuses or fails to prosecute the Work in a timely
manner, supply enough properly skilled workers, supervisory personnel or proper equipment or materials,
or if it fails to make prompt payment to Subcontractors or for materials or labor, or persistently disregards
laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, or otherwise is
guilty of a substantial violation of a material provision of this Contract, then the Owner may by written
notice to the Contractor, without prejudice to any other right or remedy, terminate the employment of the
Contractor and take possession of the site and of all materials, equipment, tools, construction equipment
and machinery thereon owned by the Contractor and may finish the Work by whatever methods it may
deem expedient. In such case, the Contractor shall not be entitled to receive any further payment until the
Work is finished.
12.2.2.2 If the unpaid balance of the Contract Price exceeds the cost of finishing the work, including
compensation for the Architect's additional services and expenses made necessary thereby, such excess
shall be paid to the Contractor. If such cost exceed the unpaid balance, the Contractor shall pay the
difference to the Owner. This obligation for payment shall survive the termination of the Contract.
12.2.2.3 In the event the employment of the Contractor is terminated by the Owner for cause pursuant
to Subparagraph 12.2.2 and it is subsequently determined by a Court of competent jurisdiction that such
termination was without cause, such termination shall thereupon be deemed a Termination for Convenience
under Subparagraph 12.2.1 and the provisions of Subparagraph 12.2.1 shall apply.
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ARTICLE XIII
INSURANCE
13.1 CONTRACTOR SHALL MAINTAIN INSURANCE
13.1.1 The Contractor at his own expense shall purchase, maintain and keep in force during the life
of this contract, adequate insurance that will protect the Contractor and/or any Additional
Insured from claims which may arise out of or result from operations under this contract. The
insurance required shall provide adequate protections from all claims, whether such
operations be by the Contractor or by any Additional Insured or by any Subcontractor or by
anyone directly or indirectly employed by any of them, or by anyone whose acts of any of
them may be liable and from any special hazards, such as blasting, which may be encountered
in the performance of this contract in the amounts as shown below in Paragraph 13.2.1.
13.1.2 The Contractor shall not commence work on any Contract in the City of Irving until the
Contractor has obtained all the insurance required under this paragraph and such insurance
has been approved by the City.
13.2. TYPES AND AMOUNTS OF CONTRACTOR’S INSURANCE
13.2.1. The Contractor shall furnish and maintain during the life of the contract adequate Worker's
Compensation and Commercial General Liability (Public) Insurance in such amounts as follows:
Type of Insurance Amount
Worker's Compensation as set forth in the Worker's Compensation Act.
Commercial General $1,000,000 Each Accident

Liability (Public) $2,000,000 Aggregate
$2,000,000 Products & Completed
Operations Aggregate
The Commercial General Liability (Public) insurance policy shall include an endorsement CG 2503
"Amendment Aggregate Limit of Insurance per Project". The endorsement shall preserve the entire
aggregate required in the Commercial General Liability (Public) insurance policy for the exclusive use in
this contract. As an alternative to endorsement CG2503, the contractor can purchase an Owner's and
Contractor's Protective Liability Insurance policy for the project. The Commercial General Liability
(Public) insurance policy shall be on an "Occurrence" basis. The Contractor shall be required to have
additional insurance for all work performed within railroad R.O.W. as required by the owner of such
R.O.W. and said insurance shall be in addition to the insurance amount required in sub-paragraph (A).
13.3. ADDITIONAL INSURED
The City of Irving shall be an additional insured on the Commercial General Liability (Public) Insurance
Policy furnished by the Contractor.
13.4. WRITTEN NOTIFICATION
Each insurance policy shall contain a provision requiring that thirty (30) days prior to expiration,
cancellation, non-renewal or any material change in coverage, a notice there of shall be given by certified
mail to the Purchasing Division, City of Irving, 845 W. Irving Blvd., Irving, Texas, 75060.
13.5. PREMIUMS AND ASSESSMENTS
Companies issuing the insurance policies shall have no recourse against the City for payment of any
premiums or assessments for any deductibles which are at the sole responsibility and risk of the Contractor.
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13.6. CERTIFICATE OF INSURANCE
Proof that the insurance is in force shall be furnished to the City on City of Irving Standard Certificate of
Insurance Forms. In the event any insurance policy shown on the Certificate of Insurance has an expiration
date that is prior to the completion and final acceptance of the project by the City of Irving, the contractor
shall furnish the City proof of identical continued coverage no later than thirty(30) days prior to the
expiration date shown on the Certificate of Insurance.
13.7. PRIMARY COVERAGE
The coverages provided herein shall be primary and noncontributory with any other insurance maintained
by the City of Irving, Texas, for its benefit, including self insurance.
13.8 Workers' Compensation Insurance Coverage
13.8.1 A contractor shall:
(1) provide coverage for its employees providing services on a project, for the duration of
the project based on proper reporting of classification codes and payroll amounts and
filing of any coverage agreements;
(2) provide a certificate of coverage showing workers' compensation coverage to the

governmental entity prior to beginning work on the project;
(3) provide the governmental entity prior to the end of the coverage period, a new
certificate of coverage showing extension of coverage, if the coverage period shown on
the contractor's current certificate of coverage ends during the duration of the project;
(4) obtain from each person providing services on a project, and provide to the
governmental entity:
(A) a certificate of coverage, prior to that person beginning work on the project, so
the governmental entity will have on file certificates of coverage showing
coverage for all persons providing services on the project; and
(B) no later than seven days after receipt by the contractor, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project;
(5) retain all required certificates of coverage on file for the duration of the project and for
one year thereafter;
(6) notify the governmental entity in writing by certified mail or personal delivery, within
10 days after the contractor knew or should have known, of any change that materially
affects the provision of coverage of any person providing services on the project;
(7) post a notice on each project site informing all persons providing services on the
project that they are required to be covered, and stating how a person may verify
current coverage and report failure to provide coverage. This notice does not satisfy
other posting requirements imposed by the Act or other commission rules. This notice
must be printed with a title in at least 30 point bold type and text in at least 19 point
normal type, and shall be in both English and Spanish and any other language common
to the worker population. The text for the notices shall be the following text in Figure
2 provided by the commission on the sample notice, without any additional words or
changes:
(Figure 2)
REQUIRED WORKERS' COMPENSATION COVERAGE
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"The law requires that each person working on this site or providing services related to this construction
project must be covered by workers' compensation insurance. This includes persons providing, hauling, or
delivering equipment or materials, or providing labor or transportation or other service related to the
project, regardless of the identity of their employer or status as an employee."
"Call the Texas Workers' Compensation Commission at 512-440-3789 to receive information on the legal
requirement for coverage, to verify whether your employer has provided the required coverage, or to
report an employer's failure to provide coverage."
and
(8) contractually require each person with whom it contracts to provide services on a
project, to:
(A) provide coverage based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements for all of its employees
providing services on the project, for the duration of the project;
(B) provide a certificate of coverage to the contractor prior to that person beginning
work on the project;
(C) include in all contracts to provide services on the project the language in
subsection (e) (3) of this rule;
(D) provide the contractor, prior to the end of the coverage period, a new certificate
of coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project;
(E) obtain from each other person with whom it contracts, and provide to the
contractor:
(i) a certificate of coverage, prior to the other person beginning work

on the project; and
(ii) prior to the end of the coverage period, a new certificate of

coverage showing extension of the coverage period, if the
coverage period shown on the current certificate of coverage ends
during the duration of the project;
(F) retain all required certificates of coverage on file for the duration of the project
and for one year thereafter;
(G) notify the governmental entity in writing by certified mail or personal delivery,
within 10 days after the person knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on
the project; and
(H) contractually require each other person with whom it contracts, to perform as
required by subparagraphs (A) - (H) of this paragraph, with the certificate of
coverage to be provided to the person for whom they are providing services.
ARTICLE XIV
MISCELLANEOUS
14.1 GOVERNING LAW
14.1.1 The Contract shall be governed by the law of the place where the Project is located.
35
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14.2 SUCCESSORS AND ASSIGNS
14.2.1 The Owner and Contractor bind themselves, their successors, assigns and legal
representatives to the other party hereto and to successors, assigns and legal representatives of such other
party in respect to covenants, agreements and obligations contained in this Contract. The Contractor shall
not assign this Contract without written consent of the Owner.
14.3 SURETY BONDS
14.3.1 The Contractor shall furnish separate performance, payment, bonds to the Owner, according
to the requirements set out in the bid documents and state statutes. Each bond required by the
bid documents or state statute shall set forth a penal sum in an amount not less than the
Contract Price. Each bond furnished by the Contractor shall incorporate by reference the
terms of this Contract as fully as though they were set forth verbatim in such bonds. In the
event the Contract Price is adjusted by Change Order executed by the Contractor, the penal
sum of both the performance bond and the payment bond shall be deemed increased by like
amount. The performance, payment, bonds furnished by the Contractor shall be in form
suitable to the Owner and shall be executed by a surety, or sureties, reasonably suitable to the
Owner and authorized to do business in the State of Texas by the State Board of Insurance.
14.4 PROTECTION OF PERSONS AND PROPERTY
14.4.1 DO NOT USE MATERIALS CONTAINING ASBESTOS. The Contractor shall comply with
State of Texas H.B. 1927 concerning use of materials containing asbestos in building construction. The
Contractor shall provide Owner with an affidavit notarized by a notary public which certifies that no PCB's
or asbestos have been used in the materials for construction of the Project. This affidavit shall be due at the
same time the Release of Lien on products is furnished to the Architect.
14.4.2 The Contractor shall provide Owner with an affidavit notarized by a notary public which certifies
that all materials containing Volatile Organic Components (VOC) are in strict compliance with all VOC
(Volatile Organic Components) requirements and regulations of the Environmental Protection Agency
(EPA), Occupational Safety Health Administration (OSHA), State, County, City and Local Air Control
District.
14.4.3 The Contractor shall provide Owner with an affidavit notarized by a notary public which certifies
that all hazardous waste, trash, debris, etc. have been disposed of in a manner which is in strict compliance
with all current requirements of EPA (Environmental Protection Agency), State, County, City and Local
districts or authorities.
14.5 TRENCH SAFETY
14.5.1 As a prerequisite to award of Contract, the Contractor shall submit a trenching plan to the Owner
within 5 days after notification of award of Contract illustrating the trench safety measures required for
trenches exceeding 5 feet (1525 mm) in depth. This plan shall be prepared under the direct supervision of a
Professional Engineer licensed in the State of Texas and who is not employed by the Owner, Architect or
the Architect's Consultants, nor in any other way affiliated with or employed on the Project, and shall
demonstrate compliance with requirements of the OSHA regulations governing excavations and
requirements of any governmental agencies having jurisdiction over the Project.
14.5.2 The Contractor is solely responsible for determining the applicability of the designed trench safety
systems to each field condition and for inspecting the trench safety systems. The Contractor shall maintain
permanent records of all trench safety inspections.
14.5.3 The Contractor shall indemnify and hold harmless the Owner and its employees and agents,
including the Owner's Architect and his Consultants, from any and all damages, costs (including, without
36
Packet Pg. 90
limitation, legal fees, court costs, and the cost of investigation), judgments, and claims by anyone for injury
or death of persons resulting from the collapse or failure of trenches constructed under this Contract. This
indemnity provision applies even if the collapse or failure is partly caused by the Owner's negligence
including without limitation the Owner's negligent acts or omissions in failing to provide adequately for
trench safety. Such negligent acts or omissions may include, but are not limited to, inspections, failure to
issue stop work orders, and the hiring of the Contractor."
OWNER CONTRACTOR
City of Irving SEAL _________________________________SEAL
(TYPED NAME) (TYPED NAME)
By: By:
(SIGNATURE) (SIGNATURE)
Herbert A. Gears, Mayor

(PRINTED NAME, TITLE AND ADDRESS) (PRINTED NAME, TITLE AND ADDRESS)
(DATE OF EXECUTION) (DATE OF EXECUTION)
___________________________
CITY ATTORNEY
37
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CORPORATE ACKNOWLEDGMENT
THE STATE OF ____________________
COUNTY OF ______________________
BEFORE ME, the undersigned authority, a Notary Public in and for said County and State, on this day
personally appeared:
_______________________________ _______________________________
(Print Name) (Print Title)
of «Contractor», known to me to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said «Contractor», a corporation, that
he was duly authorized to perform the same by appropriate resolution of the board of directors of such
corporation and that he executed the same as the act of such corporation for the purposes and consideration
therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the _____ day of ________________, A.D.,
20__.
___________________________________
Notary Public In and For the State of Texas
_______________County, ____________
My Commission expires: ______________
MAYOR’S ACKNOWLEDGMENT
THE STATE OF TEXAS

COUNTY OF DALLAS
BEFORE ME, the undersigned authority, a Notary Public in and for said County and State,
on this day personally appeared Herbert A. Gears, Mayor of the City of Irving, Texas, a municipal
corporation, known to me to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said City of Irving, Texas, a municipal
corporation, that he was duly authorized to perform the same by appropriate resolution of the City Council
of the City of Irving and that he executed the same as the act of the said City for purpose and consideration
therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this _____ day of ____________, A.D., 20__.
___________________________________
Notary Public in and for the State of Texas
___________County,__________________
My Commission expires:
______________________
Attachment H6 (rev. 10/16/08)
38
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AGENDA ITEM SUMMARY
Meeting: 8/25/2010 DOC ID: 3526

Recommending Department: City Attorney’s Office LSR No: 11311
Resolution -- Authorizing the Filing of an Expedited Declaratory Judgment

Petition Regarding the Issuance of Public Securities to Finance the
Planning, Design, and Construction of the Entertainment Center and Hotel
Project
2. Impact: Approval of the resolution will authorize the City’s attorneys to file the bond
validation suit to provide assurances regarding the funding of the Entertainment
Center and Hotel Project.
3. Staff recommends filing an expedited declaratory judgment petition to obtain judicial
validation of the revenue sources and the proposed use of funds for the
Entertainment Center and Hotel Project. The court’s judgment will provide
assurances to bondholders and equity investors that the City is properly utilizing
statutorily authorized revenues to fund the project.
4. Bond Counsel will be available in executive session to brief the Council on the
litigation process.
5. The resolution also approves the form of the bond ordinances for the three series of
municipal bonds. Current drafts of the ordinances are attached. The ordinances are
still being reviewed and any changes will be distributed at the council meeting.
6. No additional funding is required because the City Council previously authorized
Vinson & Elkins, LLP, to prepare the pleadings.
Recommendation
Contract Required: No Review Completed By: N/A
Previous Action: Res. 2010-144 Council Action: Engagement of Vinson &
Elkins

None
Prepared: 8/17/2010 03:52 PM by Brenda McDonald
Last Updated: 8/19/2010 10:54 AM by Belinda Rowlett
Packet Pg. 93
CITY OF IRVING
WHEREAS, at an election held within the City on November 6, 2007, a majority of the voters
of the City voted in favor of a proposition authorizing the City to provide for the planning, acquisition,
establishment, development, construction, and financing of the Convention Center and Entertainment
Venue Project, a community venue project within the Las Colinas Urban Center of the City, described
in summary form as a convention center and a related multi-functional theater, performance hall, music
hall, and community and entertainment venue, and related infrastructure; and
WHEREAS, the City now intends, as a part of the Convention and Entertainment Center
Project, to construct a multi-functional theater, performance hall, hotel, community and entertainment
venue, and related infrastructure consisting of restaurants, a pedestrian walkway, an open air plaza, and
parking facilities (the “Entertainment Center and Hotel Project”); and
WHEREAS, the City engaged Bond Counsel Vinson & Elkins, LLP, to prepare for the sale and
issuance of municipal bonds including the preparation of an expedited declaratory judgment to validate;
and
WHEREAS, the Expedited Declaratory Judgment Act is intended to provide public entities with
a speedy, efficient method of validating proposed public securities and related matters;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF

IRVING, TEXAS:
SECTION I. THAT the City Council authorizes the City Attorney and City’s Bond Counsel Vinson
& Elkins, LLP, to file an original petition, seeking an expedited declaratory judgment
pursuant to Chapter 1205 of the Texas Government Code to validate three series of
municipal bonds that it proposes to issue to fund the construction of a state-of-the-art
Entertainment Center and Hotel Project and related contracts and transactions related
to the Entertainment Center and Hotel Project.
SECTION II. THAT the City Council hereby approves the form of the bond ordinances attached
hereto and described as City of Irving [Special Tax] Revenue Bonds, Series 2010A,
Tax-exempt Subseries 1 and Taxable Subseries 2 (Build America Bonds-Direct
Payment) and City of Irving [Special Tax] Revenue Bonds, Taxable Series 2010B
(Build America Bonds-Direct Payment) and City of Irving [Special Tax] Revenue
Bonds, Taxable Series 2010C.
SECTION III. THAT the City Manager and City Attorney are hereby authorized to take those actions
reasonable and necessary to comply with the intent of this resolution.
SECTION IV. THAT this resolution shall take effect from and after its final date of passage, and it is
Packet Pg. 94
on August 25, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
Packet Pg. 95
Attachment: Bond Ordinance - EC Series 2010A & 2010B (3526 : Entertainment Center Bond Validation Suit)
BOND ORDINANCE NO. 2010-_____
THE CITY OF IRVING, TEXAS

[SPECIAL TAX] REVENUE BONDS
SERIES 2010A
Tax-Exempt Subseries 1
Taxable Subseries 2 (Build America Bonds – Direct Payment)
AND

[SPECIAL TAX] REVENUE BONDS
TAXABLE SERIES 2010B
(BUILD AMERICA BONDS – DIRECT PAYMENT)
Adopted: ____________, 2010
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.1. Definitions. ..............................................................................................................3

Section 1.2. Findings. ................................................................................................................12
Section 1.3. Table of Contents, Titles and Headings.................................................................12
Section 1.4. Interpretation. ........................................................................................................12
ARTICLE II
SECURITY FOR THE BONDS; INTEREST AND SINKING FUND
Section 2.1. Levy of 2% Hotel Tax and 7% Hotel Tax. ............................................................12

Section 2.2. Pledge and Security; Assignment to Trustee.........................................................13
Section 2.3. Security Agreement. ..............................................................................................14
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS
Section 3.1. Authorization.........................................................................................................15

Section 3.2. Date, Denomination, Maturities and Interest.........................................................15
Section 3.3. Medium, Method and Place of Payment. ..............................................................16
Section 3.4. Execution and Registration of Bonds. ...................................................................16
Section 3.5. Ownership..............................................................................................................17
Section 3.6. Registration, Transfer and Exchange.....................................................................18
Section 3.7. Cancellation. ..........................................................................................................18
Section 3.8. Temporary Bonds. .................................................................................................19
Section 3.9. Replacement Bonds. ..............................................................................................19
Section 3.10. Book Entry Only System.......................................................................................20
Section 3.11. Successor Securities Depository; Transfer Outside Book Entry Only System. ....21
Section 3.12. Payments to Cede & Co. .......................................................................................21
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.1. Limitation on Redemption.....................................................................................21

Section 4.2. Optional Redemption.............................................................................................22
Section 4.3. Extraordinary Redemption of Taxable Subseries 2 Bonds and Taxable Series
2010B Bonds. 23
Section 4.4. Mandatory Sinking Fund Redemption. .................................................................23
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Section 4.5. Notice of Redemption to Owners. .........................................................................23
Section 4.6. Payment Upon Redemption...................................................................................24
Section 4.7. Effect of Redemption.............................................................................................24
Section 4.8. Conditional Notice of Redemption........................................................................24
Section 4.9. Lapse of Payment. .................................................................................................25
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.1. Appointment of Initial Paying Agent/Registrar. ...................................................25

Section 5.2. Qualifications. .......................................................................................................25
Section 5.3. Maintaining Paying Agent/Registrar. ....................................................................25
Section 5.4. Termination. ..........................................................................................................25
Section 5.5. Notice of Change to Owners. ................................................................................25
Section 5.6. Agreement to Perform Duties and Functions. .......................................................25
Section 5.7. Delivery of Records to Successor..........................................................................26
ARTICLE VI
FORM OF THE BONDS
Section 6.1. Form Generally......................................................................................................26

Section 6.2. Form of the Bonds. ................................................................................................26
Section 6.3. CUSIP Registration. ..............................................................................................50
Section 6.4. Legal Opinion. .......................................................................................................50
Section 6.5. Statement of Insurance. .........................................................................................50
ARTICLE VII
CONCERNING THE TRUSTEE
Section 7.1. Appointment; Acceptance of Trust and Performance Thereof..............................50

Section 7.2. Trustee May Rely upon Certain Documents and Opinions...................................52
Section 7.3. Trustee Not Responsible for Ordinance Statements, Validity...............................53
Section 7.4. Limits on Duties and Liabilities of Trustee. ..........................................................53
Section 7.5. Money Held in Trust. ............................................................................................53
Section 7.6. Costs for Maintenance of Suit; Indemnification. ..................................................54
Section 7.7. Intervention in Judicial Proceedings......................................................................54
Section 7.8. Reports of Activities..............................................................................................55
Section 7.9. Compensation of Trustee.......................................................................................55
Section 7.10. Trustee May Hold Bonds.......................................................................................56
Section 7.11. Resignation of Trustee...........................................................................................56
Section 7.12. Removal of Trustee. ..............................................................................................56
Section 7.13. Appointment of Successor Trustee........................................................................56
Section 7.14. Merger of Trustee. .................................................................................................57
Section 7.15. Transfer of Rights and Property to Successor Trustee. .........................................57
(ii)
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Section 7.16. Survival of Rights..................................................................................................58
Section 7.17. Appointment of a Co-Trustee. ...............................................................................58
ARTICLE VIII
SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS
Section 8.1. Sale of Bonds.........................................................................................................59
Section 8.2. Creation of Funds ..................................................................................................61
Section 8.3. Flow of Funds of the 2% Hotel Tax. .....................................................................65
Section 8.4. Flow of States Sales Tax, State EC Hotel Tax and State EC Mixed Beverage Tax
– State Portion66
Section 8.5. Flow of City EC Sales Tax and State EC Mixed Beverage Tax – City Portion....67
Section 8.6. Flow of Federal Subsidy........................................................................................68
Section 8.7. 7% Hotel Occupancy Tax Fund. ...........................................................................69
Section 8.8. Series 2010A & 2010B Revenue Fund. ................................................................70
Section 8.9. 2010A Debt Service Fund. ....................................................................................73
Section 8.10. 2010B Debt Service Fund. ....................................................................................74
Section 8.11. 2010A Debt Service Reserve Fund. ......................................................................74
Section 8.12. 2010B Debt Service Reserve Fund........................................................................75
Section 8.13. Series 2010A & 2010B Contingency Reserve. .....................................................76
Section 8.14. 2010A & 2010B Surplus Fund. .............................................................................77
Section 8.15. 2010A Project Fund...............................................................................................79
Section 8.16. 2010B Project Fund ...............................................................................................80
Section 8.17. Redemption Fund ..................................................................................................80
Section 8.18. Costs of Issuance Fund. .........................................................................................80
Section 8.19. Administrative Expenses Fund..............................................................................80
Section 8.20. Rebate Fund; Rebatable Arbitrage. .......................................................................81
Section 8.21. Security of Funds...................................................................................................81
Section 8.22. Deposit of Proceeds. ..............................................................................................81
Section 8.23. Investments............................................................................................................83
Section 8.24. Control and Delivery of Bonds..............................................................................83
ARTICLE IX
INVESTMENTS

Section 9.2. Investment Income. ...............................................................................................84
ARTICLE X
ADDITIONAL BONDS
Section 10.1. No Prior Lien Bonds..............................................................................................84

Section 10.2. Refunding Bonds. ..................................................................................................84
Section 10.3. Other Additional Bonds Secured by the 7% Hotel Taxes. ....................................84
(iii)
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Section 10.4. Parity Certificates. .................................................................................................84
Section 10.5. Other Additional Bonds Secured by the Pledged Taxes........................................85
ARTICLE XI
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 11.1. Payment of the Bonds............................................................................................85
Section 11.2. Other Representations and Covenants...................................................................85
Section 11.3. Provisions Concerning Federal Income Tax Exclusion of Tax-Exempt Subseries 1
Bonds. 85
Section 11.4. Provisions Concerning Tax Status of Taxable Bonds. ..........................................86
Section 11.5. No Private Activity Bond Financing and No Private Loan Financing. .................86
Section 11.6. No Federal Guaranty. ............................................................................................87
Section 11.7. Bonds are not Hedge Bonds. .................................................................................87
Section 11.8. No Arbitrage Covenant..........................................................................................87
Section 11.9. Arbitrage Rebate....................................................................................................87
Section 11.10. Information Reporting. ..........................................................................................88
Section 11.11. Record Retention ...................................................................................................88
Section 11.12. Capital Costs..........................................................................................................89
Section 11.13. Continuing Obligation. ..........................................................................................89
ARTICLE XII
DEFAULT AND REMEDIES
Section 12.1. Events of Default. ..................................................................................................89

Section 12.2. Remedies for Default.............................................................................................89
Section 12.3. Restriction on Owner’s Action. .............................................................................91
Section 12.4. Effect of Waiver. ...................................................................................................91
Section 12.5. Evidence of Ownership of Bonds..........................................................................92
Section 12.6. Remedies Not Exclusive........................................................................................92
ARTICLE XIII
CONTINUING DISCLOSURE UNDERTAKING
Section 13.1. Annual Reports. .....................................................................................................92

Section 13.2. Material Event Notices. .........................................................................................93
Section 13.3. Limitations, Disclaimers and Amendments. .........................................................94
ARTICLE XIV
AMENDMENTS OF ORDINANCE
Section 14.1. Limitations on Modifications. ...............................................................................95

Section 14.2. Powers of Amendment. .........................................................................................95
Section 14.3. Consent of Owners. ...............................................................................................95
(iv)
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Section 14.4. Mailing of Notice. .................................................................................................96
Section 14.5. Amendments by Unanimous Consent. ..................................................................96
Section 14.6. Exclusion of Bonds................................................................................................96
Section 14.7. Attorney General Modification. ............................................................................97
ARTICLE XV
DISCHARGE
Section 15.1. Discharge. ..............................................................................................................97
ARTICLE XVI
MISCELLANEOUS PROVISIONS
Section 16.1. Notices. ..................................................................................................................97

Section 16.2. Conflicts. ...............................................................................................................98
Exhibit A – Continuing Disclosure

Exhibit B – Payment Request Form for Capital Improvement Reserve Account
Exhibit C – Schedule of Maximum Balances in Capital Improvement Reserve Account
Exhibit D –Schedule of Maximum Balances in Maintenance and Operations Account
Exhibit E – Payment Request Form for 2010A Project Fund and 2010B Project Fund
(v)
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AN ORDINANCE PROVIDING FOR THE ISSUANCE AND
SALE OF CITY OF IRVING, TEXAS, [SPECIAL TAX]
REVENUE BONDS, SERIES 2010A, TAX-EXEMPT
SUBSERIES 1 AND TAXABLE SUBSERIES 2 (BUILD
AMERICA BONDS – DIRECT PAYMENT), AND CITY OF
IRVING, TEXAS, [SPECIAL TAX] REVENUE BONDS,
SERIES 2010B (BUILD AMERICA BONDS – DIRECT
PAYMENT) IN THE AGGREGATE PRINCIPAL AMOUNT OF
NOT TO EXCEED $_____________; PROVIDING FOR THE
AWARD OF THE SALE THEREOF IN ACCORDANCE WITH
SPECIFIED PARAMETERS; APPROVING AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A
BOND PURCHASE AGREEMENT, AND A PAYING
AGENT/REGISTRAR AGREEMENT; AND PRESCRIBING
OTHER MATTERS WITH RESPECT THERETO
WHEREAS, Chapter 1371, Government Code, as amended (“Chapter 1371”), Chapter

334, Local Government Code, as amended (“Chapter 334”) and Chapter 351, Tax Code, as
amended authorize the City of Irving, Texas (the “City”), to issue its bonds or other obligations
for the purpose of financing all or a portion of the costs of a convention center (the “Convention
Center”) and a related multi-functional theater, performance hall, music hall and community and
Entertainment Center and related infrastructure, including hotel, retail, restaurant and parking
facilities (the “Entertainment Center” and, together with the Convention Center, the “Project”)
that is planned to be located within the Las Colinas Urban Center of the City; and
WHEREAS, at an election held within the City, on November 6, 2007, a majority of the
voters voting at said election voted in favor of a proposition authorizing the City to (i) to provide
for the planning, acquisition, establishment, development, construction and financing of the
Project, (ii) to impose a tax, not to exceed three dollars ($3.00) on each parked motor vehicle
parking in a parking facility of the Entertainment Center, (iii) to impose a tax on each ticket sold
as admission to an event held at the Entertainment Center, at a rate not to exceed ten percent
(10%) of the price of the ticket sold as admission; and (iv) to impose a tax on the occupancy of a
room in a hotel located within the City, at a rate not to exceed two percent (2%) of the price paid
for such room; and
WHEREAS, pursuant to the Special Tax Ordinance adopted by the City on March 13,
2008, the City has levied the 2% hotel occupancy tax (the “2% Hotel Tax”), pursuant to Chapter
334, and began imposing the 2% Hotel Tax on April 1, 2008; and
WHEREAS, the City currently levies a 7% hotel occupancy tax (the “7% Hotel Tax”)
pursuant to Chapter 351; and
WHEREAS, the City is a city with an estimated 2010 population of 207,776, located in
Dallas County, a county with a population of more than one million, and on July 8, 2010, the
City approved and adopted a Capital Improvement Program for the expansion of the City’s
existing Convention Center, which includes the construction of the Entertainment Center; and as
such, is an “Eligible Central Municipality” pursuant to Chapter 351; and
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WHEREAS, the Entertainment Center includes twelve (12) luxury hotel suits
overlooking the performance hall, a hotel lobby, reception desk, concierge and hotel parking
facilities (collectively, the “EC Hotel”); and
WHEREAS, pursuant to Chapter 351, and Chapter 151, Texas Tax Code, as amended,
the City, as an Eligible Central Municipality, is authorized to pledge to bonds issued to construct
the Entertainment Center, funds derived from the imposition of the State EC Sales Tax, and the
State EC Hotel Tax (all as defined herein), provided that such funds are those collected from the
Entertainment Center; and
WHEREAS, pursuant to Chapter 351 and Chapter 2303, Texas Government Code, as
amended, the City is also authorized to pledge the City EC Sales Tax, the State EC Mixed
Beverage Tax – State Portion, the State EC Hotel Tax and the State EC Mixed Beverage Tax –
City Portion, (all as defined herein) to bonds issued to construct the Entertainment Center,
provided that such funds are those collected from the Entertainment Center; and
WHEREAS, Chapter 351 authorizes the City to issue bonds secured by a pledge of the
7% Hotel Tax for the purpose of constructing, improving, enlarging, equipping, repairing,
operation and maintenance of convention center facilities; and
WHEREAS, the City has previously issued its Combination Tax and Hotel Occupancy
Tax Revenue Certificates of Obligation, Series 2009 (the “Convention Center Certificates”)
secured in part from the 7% Hotel Tax to fund the construction of the Convention Center; and
WHEREAS, the Convention Center and the Entertainment Center are considered to be
one project by the City with the primary purpose of hosting conventions and meetings; and
WHEREAS, the Entertainment Center is a key component of the Convention Center and
will be used by the Convention Center to book speakers and other special performance events in
conjunction with Convention Center meetings and conventions; and
WHEREAS, the Entertainment Center will be located immediately adjacent to the

Convention Center and will allow patrons to access the Entertainment Center for Convention
Center events held at the Entertainment Center through a pedestrian walkway connecting the
facilities; and
WHEREAS, the Entertainment Center will supply special performance space to the
Convention Center that will allow the Convention Center to attract additional events and increase
its capacity to hold events requiring a performance space; and
WHEREAS, the City intends for the Convention Center and Entertainment Center to
have coordinated booking so as to allow the Convention Center to have access to the
Entertainment Center space for Convention Center purposes; and
WHEREAS, the City proposes to issue its Bonds for the purpose of paying a portion of
the costs of planning, acquiring, establishing, developing, constructing and equipping the
Entertainment Center, such Bonds to be secured by and payable solely from the receipts from the
2% Hotel Tax, the 7% Hotel Tax (on a parity with the pledge of the 7% Hotel Tax securing the
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Convention Center Certificates), the State EC Sales Tax, the State EC Hotel Tax, the State EC
Mixed Beverage Tax – State Portion, the State EC Mixed Beverage Tax – City Portion, and the
City EC Sales Tax all as described and defined in this Ordinance; and
WHEREAS, pursuant to Chapter 1371, the City is authorized to issue bonds for the
payment of the costs of planning, constructing and equipping the Entertainment Center and to
pledge to the payment of such bonds, the revenues received from the levy and/or receipt of the
2% Hotel Tax, the State EC Sales Tax, the State EC Hotel Tax, the State EC Mixed Beverage
Tax – State Portion, the State EC Mixed Beverage Tax – City Portion, the City EC Sales Tax and
the 7% Hotel Tax; and
WHEREAS, the City Council desires to delegate, pursuant to Chapter 1371 and the
parameters of this Ordinance, to the Pricing Committee, the authority to approve the amount, the
interest rate, the number of series, the price and terms of the Bonds authorized hereby and to
otherwise take such actions as necessary and appropriate to effect the sale of the Bonds; and
WHEREAS, it is hereby found and determined that the meeting at which this Ordinance
is considered is open to the public as required by law, and public notice of the time, place, and
purpose of said meeting was given as required by Chapter 551, Texas Government Code, as
amended;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY

OF IRVING, TEXAS:
ARTICLE I
Section 1.1. Definitions.
Unless otherwise expressly provided or unless the context clearly requires otherwise in
this Ordinance, the following terms shall have the meanings specified below:
“Actual Costs” means the costs of planning, designing, constructing and equipping the
Entertainment Center actually paid or incurred.
“Additional Bonds” means the bonds or other obligations authorized by Section 10.3
herein.
“Administrative Expenses” means the fees, expenses and indemnification liabilities

payable to the Persons to whom fees and expenses incurred in connection with the Bonds issued
hereunder are owed, including but not limited to the fees and expenses of the Paying
Agent/Registrar and the Trustee, and the expenses of the City directly related to internal
accounting services for the Bonds.
“2010A & 2010B Administrative Expenses Fund” means the fund created under
Section 8.2 and administered under Section 8.19.
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“Annual Debt Service” means, for the Bonds and the Series 2010C Bonds, each Bond
Year, the sum of the Debt Service due on the Outstanding Bonds in such Bond Year, including
any redemption premiums .
“Applicable Law” means Chapter 334, Local Government Code, as amended, Chapter
351, Tax Code, as amended, Chapter 1371, Government Code, as amended, Chapter 151, Texas
Tax Code, as amended and Chapter 2303, Texas Government Code, as amended, the duly
adopted home rule charter of the City, and all other laws or statutes, rules or regulations, and any
amendments thereto, of the State or of the United States by which the City and its powers,
securities, operations and procedures are, or may be, governed or from which its powers may be
derived.
“Authorized Denominations” means the minimum of $5,000 and any integral multiple
thereof unless otherwise designated in the Pricing Certificate.
“Authorized Officer” means that official or agent of the City authorized by the City
Council or City Manager of the City to undertake the action referenced herein.
“Bond” means any of the Bonds.
“Bond Purchase Contract” has the meaning assigned in Section 8.1(b).
“Bond Year” means the one-year period beginning on October 1 in each year and ending
on September 30 in the following year.
“Bonds” means, collectively, the City’s bonds authorized to be issued by Section 3.1 of
this Ordinance and designated as “City of Irving, Texas, [Special Tax] Revenue Bonds, Series
2010A, Tax-Exempt Subseries 1 and Taxable Subseries 2 (Build America Bonds – Direct
Payment), and “City of Irving, Texas, [Special Tax] Revenue Bonds, Taxable Series 2010B
(Build America Bonds – Direct Payment).
“Business Day” means any day other than a Saturday, Sunday or legal holiday or other
day on which banking institutions in the State of Texas are generally authorized or obligated by
law or executive order to close.
“Capital Improvement Reserve Account” means that account, held by the Trustee, from
which capital improvement costs for the Entertainment Center shall be paid pursuant to a
certificate for payment attached hereto as Exhibit B.
“Capital Improvement Reserve Account Requirement” means the amount on deposit in

the Capital Improvement Reserve Account of the 2010A & 2010B Surplus Fund pursuant to
Section 8.14, such amount not to exceed $1,050,000 for Bond Year 2011 and in amounts equal to
those specified in Exhibit C attached hereto for subsequent years.
“Certificate Year” means the one-year period beginning on October 1 in each year and
ending on September 30 in the following year.
“City” means the City of Irving, Texas.
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“City EC Sales Tax” means the 1% sales and use tax levied and collected by the City
pursuant to Chapter 321, Texas Tax Code, as amended, from within the Entertainment Center
and pledged to the Bonds by the City pursuant to Chapter 351, and Section 2303.5055, Texas
Government Code, as amended for a period of ten (10) years..
“Chapter 351 Hotel Occupancy Tax Fund” means the fund established in Section 8.2 and
administered pursuant to Section 8.7
“Closing Date” means the date of the initial delivery of and payment for the first
installment of Bonds to the Purchaser.
“Code” means the Internal Revenue Code of 1986, as amended, including applicable
regulations, published rulings and court decisions.
“Costs of Issuance Fund” means that fund created pursuant to Section 8.2 and
administered pursuant to Section 8.18 of this Ordinance.
“2010A & 2010B Contingency Reserve” means that reserve created in Section 8.2 and
“2010A & 2010B Contingency Reserve Requirement” means the amount, up to

$2,000,000 on an annual basis, that is accumulated in the 2010A & 2010B Contingency Reserve
for the payment of Debt Service on the Series 2010A Bonds and Taxable Series 2010B Bonds, as
specified in Section 8.13 herein, such amount to be accumulated until the 2010A & 2010B
Contingency Reserve contains funds in an amount equal to 2.0 times the Series 2010B Maximum
Annual Debt Service.
“County” means Dallas County.
“Debt Service” means with respect to the Bonds, an amount equal to the principal of,
redemption premium, if any, and interest on such Bonds, without giving effect to the Federal
Subsidy.
“2010A Debt Service Fund” means that fund created in Section 8.2 and administered
pursuant to Section 8.9 of this Ordinance.
“2010A Debt Service Reserve Fund” means that fund created in Section 8.2 and
“Subseries 1 Debt Service Reserve Fund Requirement” means the least of: (i) Maximum
Annual Debt Service on the Tax-Exempt Subseries 1 Bonds, as of the date of issuance, (ii) 125%
of average Annual Debt Service on the Tax-Exempt Subseries 1 Bonds as of the date of issuance,
or (iii) 10% of the original principal amount of the Tax-Exempt Subseries 1 Bonds as of the date
of issuance (or sale proceeds in the event that the amount of original issue discount exceeds 2%
multiplied by the stated redemption price at maturity); provided however, that the Subseries 1
Debt Service Reserve Fund Requirement shall be reduced by a percentage equal to the pro rata
amount of Tax-Exempt Subseries 1 Bonds redeemed pursuant to optional redemption divided by
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the total amount of the Outstanding Series Tax-Exempt Subseries 1 Bonds prior to such
redemption.
“Subseries 2 Debt Service Reserve Fund Requirement” means the least of: (i) Maximum
Annual Debt Service on the Taxable Subseries 2 Bonds, as of the date of issuance, (ii) 125% of
average Annual Debt Service on the Taxable Subseries 2 Bonds as of the date of issuance, or (iii)
10% of the original principal amount of the Taxable Subseries 2 Bonds as of the date of issuance
(or sale proceeds in the event that the amount of original issue discount of the Taxable Bonds
exceeds 2% multiplied by the stated redemption price at maturity of the Taxable Bonds);
provided however, that the Subseries 2 Debt Service Reserve Fund Requirement shall be reduced
by a percentage equal to the pro rata amount of Taxable Subseries 2 Bonds redeemed pursuant to
optional redemption divided by the total amount of the Outstanding Series Taxable Subseries 2
Bonds prior to such redemption.
“2010B Debt Service Fund” means that fund created in Section 8.2 and administered
“2010B Debt Service Reserve Fund” means that fund created in Section 8.2 and
“2010B Debt Service Reserve Fund Requirement” means the least of: (i) Maximum
Annual Debt Service on the Taxable Series 2010B Bonds, as of the date of issuance, (ii) 125% of
average Annual Debt Service on the Taxable Series 2010B Bonds as of the date of issuance, or
(iii) 10% of the original principal amount of the Taxable Series 2010B Bonds as of the date of
issuance (or sale proceeds in the event that the amount of original issue discount of the Taxable
Bonds exceeds 2% multiplied by the stated redemption price at maturity of the Taxable Bonds);
provided however, that the 2010B Debt Service Reserve Fund Requirement shall be reduced by a
percentage equal to the pro rata amount of Taxable Series 2010B Bonds redeemed pursuant to
optional redemption divided by the total amount of the Outstanding Taxable Series 2010B Bonds
prior to such redemption.
“Designated Payment/Transfer Office” means (i) with respect to the initial Paying
Agent/Registrar named herein, its office in __________, or at such other location designated by
the Paying Agent/Registrar and (ii) with respect to any successor Paying Agent/Registrar, the
office of such successor designated and located as may be agreed upon by the City and such
successor.
“DTC” means The Depository Trust Company of New York, New York, or any
successor securities depository.
“DTC Participant” means 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.
“EMMA” means the Electronic Municipal Market Access System.
“Entertainment Center” means that site, consisting of approximately 18.06 acres, located
in Las Colinas on which the Entertainment Center project is to be constructed.
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“EC Hotel” means hotel, located within the Entertainment Center, consisting of twelve
(12) luxury hotel suites overlooking the performance hall, a hotel lobby, reception desk,
concierge and hotel parking facilities.
“Event of Default” means any event of default as defined in Section 10.1 of this
Ordinance.
“Federal Subsidy” means the cash subsidy payment from the United States Treasury
equal to 35% of the interest payable on the Taxable Subseries 2 (Build America Bonds – Direct
Payment) Bonds and the Taxable Series 2010B Bonds, designated as and meeting the
requirements of “build America bonds” under Section 54AA of the Code where the City has
elected to receive the refundable credit under Section 54AA(g).
“2% Hotel Tax” means the 2% hotel occupancy tax levied and imposed in the Special
Tax Ordinance.
“7% Hotel Tax” means the 7% hotel occupancy tax levied by the City pursuant to
Chapter 351.
“Initial Bonds” means the Initial Bonds authorized by Section 3.4 of this Ordinance.
“Initial Date” means the date designated as the Initial Date in the Pricing Certificate.
“Interest Payment Date” means the date or dates on which interest on the Bonds is
scheduled to be paid until their respective dates of maturity or prior redemption, as designated in
the Pricing Certificate.
[“Junior Lien Bonds” means bonds secured in whole or in part by a lien junior and
subordinate to the lien on the Pledged Taxes securing payment of the Bonds secured by the
Pledged Taxes, including bonds to refund such junior lien bonds.]
[“Junior Lien Bond Fund” means that fund created by Section ___ and administered
according to the ordinances authorizing the issuance of the Junior Lien Bonds.]
“Lease Agreement” means that certain lease agreement, as amended from time to time
between the City and Las Colinas Group, LP relating to the lease of the Entertainment Center.
“Letter of Instruction” means a written letter of instructions addressed to the Trustee and
signed by an Authorized Officer.
“MSRB” means the Municipal Securities Rulemaking Board.
“2010B Maximum Annual Debt Service” means the largest Annual Debt Service for any
Bond Year after the calculation is made through the final maturity date of any Outstanding Series
2010B Bonds.
“Maintenance and Operations Account” means that account, created pursuant to Section
8.2 and administered pursuant to Section 8.14, held by the Trustee, and described in the Lease,
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the funds in which shall be used for the maintenance, repair, replacement and operation of the
Entertainment Center (excluding any general overhead and administrative expenditures), as
defined under Treasury Regulation Section 1.141-4(c)(2)(i)(C).
“Maintenance and Operations Account Balance” means the amount on deposit in the
Maintenance and Operations Account of the 2010C Surplus Fund pursuant to Section 8.14 such
amount not to exceed $480,000 for Bond Year 2011 and in amounts equal to those specified on
Exhibit D attached hereto for subsequent years.
“Maximum Annual Debt Service” means the maximum amount of principal and interest
due on the Series 2010A Bonds or the Taxable Series 2010B Bonds in any future fiscal year.
“Maximum Interest Rate” means the maximum net effective interest rate permitted by
law to be paid on obligations issued or incurred by the City in the exercise of its borrowing
powers (currently prescribed by Chapter 1204, Texas Government Code, as amended, or any
success or provision).
“Outstanding” when used with reference to the Bonds means, as of any date, Bonds
theretofore or thereupon being authenticated and delivered under this Ordinance except:
(i) Bonds which have been fully paid at or prior to their maturity or on or prior to a
redemption date;
(ii) Bonds (or portions thereof) for the payment of which moneys equal to the
principal amount or redemption price thereof, as the case may be, with interest to the date of
maturity or redemption, shall be held by the Trustee or a Paying Agent/Registrar in cash in trust
under Articles II or VIII of this Ordinance and set aside for payment at maturity or redemption
on a redemption date and for which notice of redemption has been given or provision has been
made therefor;
(iii) Bonds in lieu of or in substitution for which other Bonds have been authenticated
and delivered pursuant to this Ordinance; and
(iv) Bonds for which payment has been provided by defeasance in accordance with
Section 14.1.
“Owner” means the person who is the registered owner of a Bond or Bonds, as shown in
the Register.
“Parity Certificates” means the City of Irving Combination Tax and Hotel Occupancy
Tax Revenue Certificates of Obligation, Series 2009.
“Paying Agent/Registrar” means initially Wells Fargo Bank, National Association,

Minneapolis, Minnesota, or any successor thereto as provided in this Ordinance.
“Pledged Revenues and Funds” means, with respect to the Series 2010A Bonds, (a)
receipts from of the 2% Hotel Tax, the State EC Sales Tax, the State EC Hotel Tax, the State EC
Mixed Beverage Tax – State Portion, the State EC Mixed Beverage Tax – City Portion, the City
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EC Sales Tax, the 7% Hotel Tax and the Federal Subsidy on deposit in (i) the 2010A & 2010B
Revenue Fund, (ii) the 2010A Debt Service Fund, (iii) the 2010A Debt Service Reserve Fund,
(iv) the 2010A & 2010B Contingency Reserve, and (v) the 2010A & 2010B Surplus Fund and
(b) any Investment Securities or other investments or earnings belonging to any of the funds
identified in clauses (i) through (v), above, and not required to be used for the other purposes
permitted by Applicable Law and this Ordinance, (c) any additional funds, accounts, revenues, or
other moneys or funds of the City which hereafter may be expressly and specifically pledged to
the payment of all, but not less than all, of the Outstanding Series 2010A Bonds. With respect to
the Taxable Series 2010B Bonds, (a) receipts from of the 2% Hotel Tax, the State EC Sales Tax,
the State EC Hotel Tax, the State EC Mixed Beverage Tax – State Portion, the State EC Mixed
Beverage Tax – City Portion, the City EC Sales Tax, the 7% Hotel Tax and the Federal Subsidy
on deposit in (i) the 2010A & 2010B Revenue Fund, (ii) the 2010B Debt Service Fund, (iii) the
2010B Debt Service Reserve Fund, (iv) the 2010A & 2010B Contingency Reserve, and (v) the
2010A & 2010B Surplus Fund and (b) any Investment Securities or other investments or
earnings belonging to any of the funds identified in clauses (i) through (v), above, and not
required to be used for the other purposes permitted by the Act and this Ordinance, (c) any
additional funds, accounts, revenues, or other moneys or funds of the City which hereafter may
be expressly and specifically pledged to the payment of all, but not less than all, of the
Outstanding Taxable Series 2010B Bonds.
“Pledged Taxes” mean the gross revenues due or owing to, or received by, the City from
the levy and imposition of the 2% Hotel Tax, the State EC Sales Tax, the State EC Hotel Tax, the
State EC Mixed Beverage Tax – State Portion, the State EC Mixed Beverage Tax – City Portion,
the City EC Sales Tax and the 7% Hotel Tax, less any amounts withheld by persons in payment
of costs of collection to the extent permitted by Chapter 351, Chapter 151, Texas Tax Code, as
amended, Chapter 2303 Texas Government Code, as amended or the Special Tax Ordinance.
Such term does not include any monies, rents, or other revenues of the City that are derived or
received by the City because of its ownership or leasing of the Entertainment Center to a private
party. The Pledged Taxes does not include the Parking and Ticket Tax as defined in the
Ordinance authorizing the Series 2010C Bonds.
“Pricing Certificate” means a certificate or certificates to be signed by the Pricing

Committee.
“Pricing Committee” means the Mayor, the Chief Financial Officer of the City and the
Chairman, Audit and Finance Committee, acting together unless otherwise specified in the
Ordinance.
“2010A Project Fund” means that fund created by Section 8.2 and administered pursuant
to Section 8.15.
“2010B Project Fund” means that fund created by Section 8.2 and administered pursuant
to Section 8.16.
“2% Quarterly Payment” means the receipts from the 2% Hotel Tax received by the City
on the Quarterly Payment Dates.
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on the Quarterly Payment Dates.
“Quarterly Payment Date” means the February 15th, May 15th, August 15th and
November 15th in each Bond Year on which the 2% Hotel Tax and the 7% Hotel Tax are
required to be transferred by the City to the Trustee and deposited to the 2% Hotel Tax Fund and
7% Hotel Occupancy Tax Fund, respectively.
“Rebate Fund” means that fund created and administered pursuant to Section 8.20 of this
Ordinance.
“Record Date” means the last Business Day of the month next preceding an Interest
Payment Date.
“Redemption Fund” means that fund created and administered pursuant to Section 8.17
of this Ordinance.
“Redemption Price” means, with respect to the Bonds, the principal amount thereof plus
the applicable premium, if any, payable upon redemption thereof pursuant to the terms of the
Bonds.
“Register” means the bond register specified in Section 3.6(a) of this Ordinance.
“2010A & 2010B Revenue Fund” means that fund created pursuant to Section 8.2 and
“SEC” means the United States Securities and Exchange Commission.
“Series 2010A Bonds” means any City of Irving, Texas [Special Tax] Revenue Bonds,
Series 2010A, Tax-Exempt Subseries 1 and Taxable Subseries 2 (Build America Bonds – Direct
Payment)
“Series 2010C Bonds” means any City of Irving, Special Revenue Bonds, Taxable Series
2010C.
“State EC Sales Tax” means the State 6.25% sales and use tax levied by the State
pursuant to Chapter 151, Texas Tax Code, as amended, and collected by the State from within
the Entertainment Center, as calculated by the Texas State Comptroller, and remitted to the City
pursuant to Chapter 351 and Section 151.429(h) of the Tax Code, as amended for a period of ten
(10) years. .
“State EC Hotel Tax” means the 6.00% State hotel occupancy tax levied by the State
pursuant to Chapter 151, Texas Tax Code and collected by the State from within the
Entertainment Center, as calculated by the Texas State Comptroller, and remitted to the City
(10) years..
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“State EC Mixed Beverage Tax – State Portion” means that portion of the State mixed
beverage tax, levied by the State pursuant to Chapter 183, Texas Tax Code, as amended, that is
collected by the State from within the Entertainment Center, as calculated by the Texas State
Comptroller, and that is remitted to the City pursuant to Section 2303.5055 of the Government
Code and Section 351.102(c) of Chapter 351 for a period of ten (10) years. Such portion is equal
to the 14% collected by the State less 1.50% of the 14% which is remitted to the City and 1.50%
of the 14% which is remitted to the County and less any collection fees charged by the State.
“State EC Mixed Beverage Tax – City Portion” means that portion that portion of the
State mixed beverage tax, levied by the State pursuant to Chapter 183, Texas Tax Code, as
amended, that is collected by the State from within the Entertainment Center, as calculated by
the Texas State Comptroller, and that is remitted to the City pursuant to Section 2303.5055 of the
Government Code and Section 351.102(c) of Chapter 351 for a period of ten (10) years.. Such
portion is equal to 1.50% of the mixed beverage tax collected by the State, less any collection
fees charged by the State. .
“Special Tax Ordinance” means Ordinance No. 8930 passed by the City Council on
March 13, 2008 levying the 2% Hotel Tax pursuant to Subchapter H of Chapter 334.
“2010A & 2010B Surplus Fund” means that fund created by Section 8.2 and
“2010A & 2010B Surplus Fund Requirement” means, collectively, the amount of
$5,000,000 held in the Reserve Revenue Account of the 2010A & 2010B Surplus Fund.
“Taxable Bonds” means the Taxable Subseries 2 and the Taxable Series 2010B Bonds.
“Taxable Series 2010B Bonds” means any City of Irving, Texas [Special Tax] Revenue
Bonds, Taxable Series 2010B (Build America Bonds – Direct Payment).
“Tax-Exempt Subseries 1” means any City of Irving, Texas [Special Tax] Revenue
Bonds, Series 2010A, Tax-Exempt Subseries 1, identified in the Pricing Certificate as a bond,
interest on which is excludable from gross income for federal income tax purposes.
“Taxable Subseries 2” means any City of Irving, Texas [Special Tax] Revenue Bonds,
Series 2010A, Taxable Subseries 2 (Build America Bonds – Direct Payment) identified in the
Pricing Certificate as a bond, interest on which is not excludable from gross income for federal
income tax purposes
“Trust Estate” means the Trust Estate described in the granting clauses of this Indenture.
“Trustee” means Wells Fargo Bank, National Association, or any successor thereto, as
provided in this Ordinance.
“Underwriters” means the Underwriters named in the Bond Purchase Contract.
“Venue Project Fund” means the “Fund” established pursuant to the Venue Project Fund
Resolution.
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“Venue Project Fund Resolution” means the Resolution No. 3-13-08-113 of the City
Council adopted on March 13, 2008, in which the City Council established the Venue Project
Fund, as required and prescribed by Section 334.042, Local Government Code, as amended.
Section 1.2. Findings.
The declarations, determinations and findings declared, made and found in the preamble
to this Ordinance are hereby adopted, restated and made a part of the operative provisions hereof.
Section 1.3. Table of Contents, Titles and Headings.
The table of contents, titles and headings of the Articles and Sections of this Ordinance
have been inserted for convenience of reference only and are not to be considered a part hereof
and shall not in any way modify or restrict any of the terms or provisions hereof and shall never
be considered or given any effect in construing this Ordinance or any provision hereof or in
ascertaining intent, if any question of intent should arise.
Section 1.4. Interpretation.
(a) Unless the context requires otherwise, words of the masculine gender shall be
construed to include correlative words of the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include correlative words of the plural
number and vice versa.
(b) Any action required to be taken on a date which is not a Business Day shall be
done on the next succeeding Business Day and have the same effect as if done on the date so
required.
(c) This Ordinance and all the terms and provisions hereof shall be liberally
construed to effectuate the purposes set forth herein and to sustain the validity of this Ordinance.
ARTICLE II
Section 2.1. Levy of 2% Hotel Tax and 7% Hotel Tax.
(a) The City hereby confirms the levy and imposition by the City of the 2% Hotel
Tax, pursuant to Chapter 334 (at the maximum rate voted at the election held by and within the
City on November 6, 2007), the City EC Sales Tax pursuant to Chapter 321, Texas Tax Code,
and the 7% Hotel Tax pursuant to Chapter 351. The City hereby warrants and represents that the
City has duly and lawfully levied and imposed and has lawfully ordered the collection of the 2%
Hotel Tax, the City EC Sales Tax and the 7% Hotel Tax to the full extent permitted by and
described by Applicable Law.
(b) For so long as any Bonds are outstanding, the City covenants, agrees and warrants
to take and pursue all action permissible under Applicable Law to cause the 2% Hotel Tax, the
City EC Sales Tax and the 7% Hotel Tax to be levied, imposed and collected continuously, in the
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manner and to the maximum extent permitted by Applicable Law, and to cause no reduction,
abatement or exemption in the 2% Hotel Tax, the City EC Sales Tax and the 7% Hotel Tax, or in
the respective rates of such taxes below the respective rates stated, confirmed and ordered in
subsection (a) of this Section.
(c) The City agrees to take and pursue all action permissible under Applicable Law to
cause the 2% Hotel Tax, the City EC Sales Tax and the 7% Hotel Tax to be collected, remitted,
and deposited with the City as herein required.
(d) The City covenants that it shall use diligence to collect promptly the State EC
Hotel Tax, the State EC Sales Tax, the State EC Mixed Beverage Tax – State Portion and the
State EC Mixed Beverage Tax – City Portion, and to cause such revenues to be promptly
deposited to the 2010A & 2010B Revenue Fund.
Section 2.2. Pledge and Security; Assignment to Trustee.
(a) The City hereby irrevocably pledges to the payment of the Bonds (i) the Pledged
Taxes, and (ii) the Pledged Revenues and Funds, such pledge being specifically made to the
payment of Debt Service on the Bonds which are or may be Outstanding from time to time.
(b) The provisions, covenants, pledge and lien on and against the Pledged Taxes, and
the Pledged Revenues and Funds, on the basis, and in the manner as herein set forth, are
established and shall be for the equal benefit, protection and security of the Owners of the Bonds,
, due and payable, without distinction as to priority and rights under this Ordinance.
(c) The Bonds, including interest payable thereon, shall constitute special obligations
of the City, payable solely from, and secured solely by a pledge of and lien on, the Pledged
Taxes, and the Pledged Revenues and Funds, as applicable, and not from any other revenues,
properties or income of the City. The Bonds shall not constitute debts or obligations of the State
or of the City, except to the extent provided in this Ordinance, and the Owners shall never have
the right to demand payment out of any funds raised or to be raised by any system of ad valorem
taxation.
(d) For the purpose of further supporting the pledge and lien herein created, the City
hereby TRANSFERS, SETS OVER and ASSIGNS to the Trustee all of the Pledged Taxes, and
the Pledged Revenues and Funds, in trust for the benefit of the Owners. It is provided, however,
that the Pledged Taxes and Pledged Revenues and Funds shall be received, deposited, held, used
and applied strictly in accordance with and subject to the terms and provisions of Chapter 351,
Chapter 334, the Special Tax Ordinance, and this Ordinance.
(e) The City hereby irrevocably appoints the Trustee as its lawful agent and attorney-
in-fact, for the purpose of performing those duties which consist of receiving the Pledged Taxes
and Pledged Revenues and Funds. The power of attorney herein conferred and the agency herein
created is granted for valuable consideration and is irrevocable for so long as all or any part of
the Bonds remain Outstanding. In addition, it is intended that the power of attorney herein
conferred be coupled with an interest, and in furtherance thereof the City and the Trustee confirm
their specific, present and co-existing interest in the Pledged Taxes and the Pledged Revenues
and Funds.
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(f) The City shall cause amounts representing 2% Hotel Tax and 7% Hotel Tax that
are to be transferred pursuant to Section 8.8 herein to be transferred to the Trustee quarterly on
the Quarterly Payment Date following the receipt thereof and the completion of the City’s
reporting and reconciliation procedures relating to the collection thereof. If any receipts from the
Pledged Taxes required to be transferred pursuant to Section 8.8 are received by the City after
the Quarterly Payment Date for any quarter and the receipts are from the preceding quarter, the
City shall pay those amounts on the next subsequent Quarterly Payment Date.
(g) The City shall cause amounts representing the City EC Sales Tax and the State
EC Mixed Beverage Tax – City Portion to be transferred to the Trustee pursuant to Section 8.8
herein, following the receipt thereof and the completion of the City’s reporting and reconciliation
procedures related to the receipt thereof.
(h) The City shall cause amounts representing the State EC Sales Tax, the State EC
Hotel Tax and the State EC Mixed Beverage Tax – State Portion to be transferred to the Trustee
pursuant to Section 8.8, following the receipt thereof and the completion of the City’s reporting
and reconciliation procedures related to the receipt thereof.
(i) The City shall cause amounts representing the Federal Subsidy to be transferred to
the Trustee pursuant to Section 8.8, following the receipt thereof and the completion of the
City’s reporting and reconciliation procedures related to the collection thereof.
Section 2.3. Security Agreement.
(a) This Ordinance, certified and delivered to and accepted by the Trustee, is and
shall continuously be and constitute a security agreement establishing a first lien and security
interest in the Pledged Taxes and Pledged Revenues and Funds, pursuant to Applicable Law,
with the Trustee as the secured party. The grants, assignments, lien, pledge and security interest
of the Trustee created herein on and against the Pledged Taxes and Pledged Revenues and Funds,
as applicable, shall become effective immediately upon and from the time of payment for and
delivery of the Bonds and the same shall be continuously effective for so long as any Bonds are
Outstanding or Administrative Expenses remain unpaid.
(b) Such grants, assignments, lien, pledge and security interest shall be fully effective
as to Pledged Taxes and Pledged Revenues and Funds, on hand, and all Pledged Taxes shall be
subject thereto on and as of the day or date on which they are owed to or collected by any party
for the account of the City.
(c) The City shall keep a full and complete copy of this Ordinance, and its
authorizing proceedings at all times among the permanent records of the City. Such records shall
be open for inspection to any member of the general public and to any individual, firm,
corporation, governmental entity or other person proposing to do or doing business with, or
having or asserting claims against the City, at all times during regular business hours.
(d) The provisions and filings required by subsections (a), (b) and (c) of this
Section are included, provided, required and made herein pursuant to the requirements of, and
with the effect stated in, Chapters 1201 and 1208, Government Code, as amended. Should any
other Applicable Law, in the opinion of counsel to the City, ever require filings additional to the
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filing required by subsection (c) of this Section in order to preserve and protect the priority of the
grants, assignments, lien, pledge and security interest created herein as to the Bonds, then the
City shall diligently and regularly make such filings to the extent required by law to accomplish
such result.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE BONDS
Section 3.1. Authorization.
The City’s Bonds to be designated “City of Irving, Texas, [Special Tax] Revenue Bonds,
Series 2010A, Tax-Exempt Subseries 1 and Taxable Subseries 2 (Build America Bonds – Direct
Payment),” and “City of Irving, Texas, [Special Tax] Revenue Bonds, Series Taxable Series
2010B” are hereby authorized to be issued and delivered in accordance with the Constitution and
the laws of the State of Texas, including specifically Chapter 334, Local Government Code as
amended, Chapter 351, and Chapter 1371, Government Code, as amended. The Pricing
Committee is hereby authorized and directed to modify the title of each Series and subseries to
the extent that, in the judgment of the Pricing Committee, it is necessary and appropriate. The
final titles and allocation of principal amount between each series and subseries of Bonds shall
be determined by the Pricing Committee based on market conditions in the discretion of the
Pricing Committee and set forth in the Pricing Certificate. The Bonds shall be issued in the
number of series and subseries and aggregate principal amount per series or subseries designated
in the Pricing Certificate, provided that the aggregate principal amount of all the Bonds not
exceed $_______________, for the purpose of planning, acquiring, establishing, developing,
constructing and equipping the Entertainment Center and paying the City’s costs incurred in
connection with the issuance of the Bonds.
Section 3.2. Date, Denomination, Maturities and Interest.
(a) The Bonds shall be dated the date set forth in the Pricing Certificate. The Bonds
shall be in fully registered form, without coupons, in Authorized Denominations and shall be
numbered separately from one upward, except the Initial Bonds which shall be numbered T-1 for
Tax-Exempt Subseries 1 and B-1 for Taxable Subseries 2.
(b) The Bonds shall mature on August 15 in the years and in the principal amounts
set forth in the Pricing Certificate, provided that the maximum maturity for the Bonds shall not
exceed 30 years.
(c) Interest shall accrue on each Bond respectively from the date of delivery to the
Underwriters, until its maturity or prior redemption, from the later of the date set forth in the
Pricing Certificate for Bonds of series or subseries, or the most recent Interest Payment Date to
which interest has been paid or provided for at the rates per annum for each respective maturity
specified in the Pricing Certificate. Such interest shall be payable on each Interest Payment Date
until maturity or prior redemption. Interest on the Bonds shall be calculated on the basis of a
three hundred sixty (360) day year composed of twelve (12) months of thirty (30) days each.
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Section 3.3. Medium, Method and Place of Payment.
(a) The principal of, premium, if any, and interest on the Bonds shall be paid in
lawful money of the United States of America.
(b) Interest on the Bonds shall be payable by federal funds wire transfer upon the
written instruction from the Owner to the Paying Agent/Registrar, or by check (dated as of the
Interest Payment Date) and sent by the Paying Agent/Registrar to the person entitled to such
payment, by United States mail, first class, postage prepaid, to the address of such person as it
appears on the Register at the close of business on the last Business Day next preceding the date
of mailing of such notice or by such other customary banking arrangement acceptable to the
Paying Agent/Registrar; provided, however, that such person shall bear all risk and expense of
such other banking arrangement.
(c) The principal of each Bond shall be paid to the person in whose name such Bond
is registered on each Principal Payment Date (whether at the maturity date or the date of prior
redemption thereof) upon presentation and surrender of such Bond at the Designated
Payment/Transfer Office of the Paying Agent/Registrar.
(d) If the date for the payment of the principal of or interest on the Bonds shall be a
Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the
Designated Payment/Transfer Office is located are required or authorized by law or executive
order to close, the date for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday, or day on which banking institutions are required or 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 and no additional interest shall be due by reason of nonpayment on the
date on which such payment is otherwise stated to be due and payable.
(e) Unclaimed payments of amounts due hereunder shall be segregated in a special

account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the
Owner of the Bonds to which such unclaimed payments pertain. Subject to Title 6 of the Texas
Property Code, any unclaimed payments remaining unclaimed by the Owners entitled thereto for
three years after the applicable payment or redemption date shall be applied to the next payment
or payments on the Bonds thereafter coming due and, to the extent any such money remains after
the retirement of all outstanding Bonds, shall be paid to the City to be used for any lawful
purpose. Thereafter, neither the City, the Paying Agent/Registrar nor any other person shall be
liable or responsible to any holders of such Bonds for any further payment of such unclaimed
moneys or on account of any such Bonds, subject to Title 6 of the Texas Property Code.
Section 3.4. Execution and Registration of Bonds.
(a) The Bonds, including the Initial Bonds, shall be executed on behalf of the City by
the Mayor and the City Secretary, by their manual or facsimile signatures, and the official seal of
the City shall be impressed or placed in facsimile thereon. Such facsimile signatures on the
Bonds shall have the same effect as if each of the Bonds had been signed manually and in person
by each of said officers, and such facsimile seal on the Bonds shall have the same effect as if the
official seal of the City had been manually impressed upon each of the Bonds.
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(b) In the event that any officer of the City whose manual or facsimile signature
appears on the Bonds ceases to be such officer before the authentication of such Bonds or before
the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient
for all purposes as if such officer had remained in such office.
(c) Except as provided below, no Bond shall be valid or obligatory for any purpose or
be entitled to any security or benefit of this Ordinance unless and until there appears thereon the
Certificate of Paying Agent/Registrar substantially in the form provided herein, duly
authenticated by manual execution by an officer or duly authorized signatory of the Paying
Agent/Registrar. It shall not be required that the same officer or authorized signatory of the
Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Bonds. In
lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bond
delivered at the Closing Date shall have attached thereto the Comptroller’s Registration
Certificate substantially in the form provided herein, manually executed by the Comptroller of
Public Accounts of the State of Texas, or by his duly authorized agent, which Certificate shall be
evidence that the Bond has been duly approved by the Attorney General of the State of Texas
and that it is a valid and binding obligation of the City, and has been registered by the
Comptroller of Public Accounts of the State of Texas.
(d) On the Closing Date, one Initial Bond of each series and subseries representing
the entire principal amount of all Bonds of such series or subseries, as the terms set forth in the
Pricing Certificate, payable in installments to the Underwriters, or its designee, signed by the
Mayor and City Secretary of the City, approved by the Attorney General, and registered and
manually signed by the Comptroller of Public Accounts, will be delivered to the initial purchaser
or its designee. Upon payment for the Initial Bonds, as directed by the City, the Paying
Agent/Registrar shall cancel the Initial Bonds and deliver registered definitive Bonds for each
subseries and for each maturity, in the aggregate principal amount thereof, to DTC on behalf of
the Underwriters.
Section 3.5. Ownership.
(a) The City, the Paying Agent/Registrar and any other person may treat the person in
whose name any Bond is registered as the absolute owner of such Bond for the purpose of
making and receiving payment of the principal thereof and redemption premium, if any, thereon,
for the further purpose of making and receiving payment of the interest thereon, and for all other
purposes (except interest will be paid to the person in whose name such bond is registered on the
Record Date or Special Record Date, as applicable), whether or not such Bond is overdue, and
neither the City nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the
contrary.
(b) All payments made to the Owner of a Bond shall be valid and effectual and shall
discharge the liability of the City and the Paying Agent/Registrar upon such Bond to the extent
of the sums paid.
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Section 3.6. Registration, Transfer and Exchange.
(a) So long as any Bonds remain outstanding, the City shall cause the Paying
Agent/Registrar to keep at the Designated Payment/Transfer Office a register (the “Register”) in
which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar
shall provide for the registration and transfer of Bonds in accordance with this Ordinance.
(b) The ownership of a Bond may be transferred only upon the presentation and
surrender of the Bond at the Designated Payment/Transfer Office with such endorsement or
other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any
Bond shall be effective until entered in the Register.
(c) The Bonds shall be exchangeable upon the presentation and surrender thereof at
the Designated Payment/Transfer Office for a Bond or Bonds of the same maturity and interest
rate and in any denomination or denominations of any integral multiple of $5,000 and in an
aggregate principal amount equal to the unpaid principal amount of the Bonds presented for
exchange. So long as the Purchaser is the Owner of record of the Bonds, presentation and
surrender of any Bond is not required, and payment of such principal amount to the Owner may
be by wire transfer. The Paying Agent/Registrar is hereby authorized to authenticate and deliver
Bonds exchanged for other Bonds in accordance with this Section.
(d) Each exchange Bond delivered by the Paying Agent/Registrar in accordance with
this Section shall constitute an original contractual obligation of the City and shall be entitled to
the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of
which such exchange Bond is delivered.
(e) No service charge shall be made to the Owner for the initial registration,
subsequent transfer, or exchange for a different denomination of any of the Bonds. The Paying
Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or
other governmental charge that is authorized to be imposed in connection with the registration,
transfer or exchange of a Bond.
(f) Neither the City nor the Paying Agent/Registrar shall be required to issue,
transfer, or exchange any Bond called for redemption, in whole or in part, within 45 calendar
days prior to the date fixed for redemption; provided, however, such limitation shall not be
applicable to an exchange by the Owner of the uncalled principal balance of a Bond.
Section 3.7. Cancellation.
(a) All Bonds paid or redeemed before scheduled maturity in accordance with this
Ordinance, and all Bonds in lieu of which exchange Bonds or replacement Bonds are
authenticated and delivered in accordance with this Ordinance, shall be cancelled and proper
records shall be made regarding such payment, redemption, exchange or replacement. The
Paying Agent/Registrar shall dispose of cancelled Bonds in accordance with the Securities
Exchange Act of 1934.
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Section 3.8. Temporary Bonds.
(a) Following the delivery and registration of the Initial Bonds and pending the
preparation of definitive Bonds, the proper officers of the City may execute and, upon the City’s
request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Bonds
that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any
denomination, substantially of the tenor of the definitive Bonds in lieu of which they are
delivered, without coupons, and with such appropriate insertions, omissions, substitutions and
other variations as the officers of the City executing such temporary Bonds may determine, as
evidenced by their signing of such temporary Bonds.
(b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall
be entitled to the benefit and security of this Ordinance.
(c) The City, without unreasonable delay, shall prepare, execute and deliver to the
Paying Agent/Registrar, the Bonds; thereupon, upon the presentation and surrender of the Bonds
in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the
Bonds in temporary form and shall authenticate and deliver in exchange therefor Bonds of the
same maturity and series, in definitive form, in the authorized denomination, and in the same
aggregate principal amount, as the Bonds in temporary form surrendered. Such exchange shall
be made without the making of any charge therefor to any Owner.
Section 3.9. Replacement Bonds.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated
Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a
replacement Bond of like tenor and principal amount, bearing a number not contemporaneously
outstanding. The City or the Paying Agent/Registrar may require the Owner of such Bond to pay
a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed
in connection therewith and any other expenses connected therewith.
(b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the
Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence
of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall
authenticate and deliver a replacement Bond of like tenor and principal amount, bearing a
number not contemporaneously outstanding, provided that the Owner first:
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her

ownership of and the circumstances of the loss, destruction or theft of such Bond;
(ii) furnishes such security or indemnity as may be required by the Paying

Agent/Registrar, and acceptable to the City, to save it and the City harmless;
(iii) pays all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or
other governmental charge that is authorized to be imposed; and
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(iv) satisfies any other reasonable requirements imposed by the City and the
Paying Agent/Registrar.
(c) If, after the delivery of such replacement Bond, a bona fide purchaser of the
original Bond in lieu of which such replacement Bond was issued presents for payment such
original Bond, the City and the Paying Agent/Registrar shall be entitled to recover such
replacement Bond from the person to whom it was delivered or any person taking therefrom,
except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by the City or the
Paying Agent/Registrar in connection therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully
taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, in its
discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due and
payable or may pay such Bond when it becomes due and payable.
(e) Each replacement Bond delivered in accordance with this Section shall constitute
an original additional contractual obligation of the City and shall be entitled to the benefits and
security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such
replacement Bond is delivered.
Section 3.10. Book Entry Only System.
Notwithstanding any other provision hereof, upon initial issuance of the Bonds, the
ownership of the Bonds shall be registered in the name of Cede & Co., as nominee of DTC. The
definitive Bonds shall be initially issued in the form of a single separate fully registered
certificate for each of the maturities thereof.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC
Participant 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 City 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 an Owner, as
shown on the Register, of any notice with respect to the Bonds, including any notice of
redemption, or (iii) the payment to any DTC Participant or any other person, other than a
Bondholder, as shown in the Register of any amount with respect to principal of or interest on
the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the City and
the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each
Bond is registered in the Register as the absolute owner of such Bond for the purpose of payment
of principal of and interest on such Bonds, for the purpose of giving notices of redemption and
other matters with respect to such Bond, for the purpose of registering transfer 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 respective owners, as
shown in the Register 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
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City’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 an Owner, as shown in the Register, shall
receive a certificate evidencing the obligation of the City to make payments of amounts due
pursuant to this Ordinance. 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.,
the word “Cede & Co.” in this Ordinance shall refer to such new nominee of DTC.
The Representation Letter previously executed and delivered by the City, and applicable
to the City’s obligations delivered in book-entry-only form to DTC as securities depository is
hereby ratified and approved for the Bonds.
Section 3.11. Successor Securities Depository; Transfer Outside Book Entry Only
System.
In the event that the City or the Paying Agent/Registrar determines that DTC is incapable
of discharging its responsibilities described herein and in the Representations Letter of the City
to DTC, or in the event DTC discontinues the services described herein, the City or the Paying
Agent/Registrar shall (i) appoint a successor securities depository, qualified to act as such under
Section 17(a) 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 Register 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 Bondholders transferring or exchanging Bonds shall designate, in
accordance with the provisions of this Ordinance.
Section 3.12. Payments to Cede & Co.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect
to principal of and interest on such Bonds, and all notices with respect to such Bonds, shall be
made and given, respectively, in the manner provided in the Representation Letter.
ARTICLE IV
Section 4.1. Limitation on Redemption.
The Bonds shall be subject to redemption before scheduled maturity only as provided in
this Article IV.
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Section 4.2. Optional Redemption.
(a) The City reserves the option to redeem Bonds in the manner provided in the Form
of Bond set forth in Section 6.02 of this Ordinance with such changes as required by the Pricing
Certificate.
(b) In the event DTC is the sole registered owner of the Bonds, redemption of the
Bonds will be done in accordance with the procedures of DTC. The Issuer will direct the Trustee
to instruct DTC to pay sinking fund allocations and payments in respect of optional redemptions
of the Bonds of a particular maturity to holders through a pro rata pass-through distribution of
principal. DTC procedures currently permit either a pro rata pass-through distribution of
principal or redemption of bonds selected by lot, in either case, to DTC direct participants. The
Trustee will provide reasonable notice to holders before initial principal repayment if such
payments will not be paid on a pro-rata pass-through basis.
Assuming sinking fund payments or payments in respect of optional redemptions of the

Bonds will be distributed by a pro-rata pass-through of principal, on each date on which such a
payment is distributed to holders, the “bond factor” for the Bonds of each relevant maturity will
be reduced accordingly. On any date, the “bond factor” for Bonds of each relevant maturity will
be calculated and is defined as: the amount, expressed as a percentage, equal to the difference of,
the aggregate original face amount of Bonds issued, minus the aggregate pro-rata pass-through
distributions of principal in relation to such Bonds, divided by the aggregate original face amount
of Bonds issued. The Trustee will provide DTC with the relevant bond factors relative to each
payment in accordance with the terms of DTC’s operational agreement.
None of the Issuer, the Trustee, the Underwriters or any affiliate thereof can provide any
assurance that DTC, DTC’s direct and indirect participants or any other intermediary will
allocate such payments on the Bonds of a particular maturity among the holders on such a
proportional or any other basis. If the Trustee determines that a pro rata pass-through
distribution of principal is not feasible, the Trustee will notify the holders as described above and
pay such amounts to the holders using any method as it deems fair and appropriate, including by
lot in accordance with DTC’s governing procedures.
If the owner of any Bond that has been redeemed in part fails to present such Bond to the
Trustee for payment and exchange, such Bond will, nevertheless, become due and payable on the
date fixed for redemption to the extent of the principal amount called for redemption. In case a
Bond of a denomination larger than $5,000 is to be redeemed, the principal amount not being
redeemed must be in a denomination of $5,000 or any integral multiple thereof. Upon surrender
of any Bond for redemption in part only, the Issuer will execute and the Trustee will authenticate
and deliver to the registered owner thereof, at the expense of the Issuer, a new Bond or Bonds of
authorized denominations in an aggregate principal amount equal to the unredeemed portion of
the Bond surrendered.
(c) The City, at least 45 days before the redemption date, unless a shorter period shall
be satisfactory to the Paying Agent/Registrar, shall notify the Paying Agent/Registrar of such
redemption date and of the principal amount of Bonds to be redeemed
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Section 4.3. Extraordinary Redemption of Taxable Subseries 2 Bonds and Taxable
Series 2010B Bonds.
The Taxable Subseries 2 Bonds and Taxable Series 2010B Bonds are subject to
extraordinary redemption prior to their respective maturities, at the option of the City, as
provided in the Forms of Taxable Subseries 2 Bond and the Taxable Series 2010B Bonds, set
forth in Section 6.02 of this Ordinance with such changes as are required by the Pricing
Certificate.
Section 4.4. Mandatory Sinking Fund Redemption.
(a) Bonds designated as “Term Bonds,” if any, in the Pricing Certificate are subject
to scheduled mandatory redemption and will be redeemed by the City, in part at a price equal to
the principal amount thereof, without premium, plus accrued interest to the redemption date, out
of moneys available for such purpose in the Interest and Sinking Fund, on the dates and in the
respective principal amounts as set forth in the Pricing Certificate.
(b) At least forty-five (45) days prior to each scheduled mandatory redemption date,
the Paying Agent/Registrar shall select for redemption by lot, or by any other customary method
that results in a random selection, a principal amount of Term Bonds equal to the aggregate
principal amount of such Term Bonds to be redeemed, shall call such Term Bonds for
redemption on such scheduled mandatory redemption date, and shall give notice of such
redemption, as provided in Section 4.06, unless otherwise specified in the Pricing Certificate.
The principal amount of the Term Bonds required to be redeemed on any redemption date
pursuant to subparagraph (a) of this Section 4.4 shall be reduced, at the option of the City, by the
principal amount of any Term Bonds which, at least 45 days prior to the mandatory sinking fund
redemption date (i) shall have been acquired by the City 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, or (ii) shall have been redeemed pursuant to the
optional redemption provisions hereof and not previously credited to a mandatory sinking fund
redemption.
Section 4.5. Notice of Redemption to Owners.
(a) The Paying Agent/Registrar shall give notice of any redemption of Bonds by
sending notice by first class United States mail, postage prepaid, not less than 3 days before the
date fixed for redemption, to the Owner of each Bond (or part thereof) to be redeemed, at the
address shown on the Register at the close of business on the business day next preceding the
date of mailing such notice.
(b) The notice shall state the redemption date, the redemption price, the place at
which the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding
are to be redeemed, an identification of the Bonds or portions thereof to be redeemed.
(c) Any notice given as provided in this Section shall be conclusively presumed to
have been duly given, whether or not the Owner receives such notice.
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Section 4.6. Payment Upon Redemption.
(a) Before or on each redemption date, the City shall deposit with the Paying
Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying
Agent/Registrar shall make provision for the payment of the Bonds to be redeemed on such date
by setting aside and holding in trust such amounts as are received by the Paying Agent/Registrar
from the City and shall use such funds solely for the purpose of paying the principal of,
redemption premium, if any, and accrued interest on the Bonds being redeemed.
(b) Upon presentation and surrender of any Bond called for redemption at the
Designated Payment/Transfer Office on or after the date fixed for redemption, the Paying
Agent/Registrar shall pay the principal of, redemption premium, if any, and accrued interest on
such Bond to the date of redemption from the money set aside for such purpose.
Section 4.7. Effect of Redemption.
(a) Notice of redemption having been given as provided in Section 4.5 of this
Ordinance, the Bonds or portions thereof called for redemption shall become due and payable on
the date fixed for redemption and, unless the City defaults in its obligation to make provision for
the payment of the principal thereof, redemption premium, if any, or accrued interest thereon,
such Bonds or portions thereof shall cease to bear interest from and after the date fixed for
redemption, whether or not such Bonds are presented and surrendered for payment on such date.
(b) If the City shall fail to make provision for payment of all sums due on a
redemption date, then any Bond or portion thereof called for redemption shall continue to bear
interest at the rate stated on the Bond until due provision is made for the payment of same by the
City.
Section 4.8. Conditional Notice of Redemption.
The City reserves the right, in the case of an optional redemption, to give notice of its
election or direction to redeem Bonds conditioned upon the occurrence of subsequent events.
Such notice may state (i) that the redemption is conditioned upon the deposit of moneys and/or
authorized securities, in an amount equal to the amount necessary to effect the redemption, with
the Paying Agent/Registrar, or such other entity as may be authorized by law, no later than the
redemption date, or (ii) that the City retains the right to rescind such notice at any time on or
prior to the scheduled redemption date if the City delivers a certificate of the City to the Paying
Agent/Registrar instructing the Paying Agent/Registrar to rescind the redemption notice and such
notice and redemption shall be of no effect if such moneys and/or authorized securities are not so
deposited or if the notice is rescinded. The Paying Agent/Registrar shall give prompt notice of
any such rescission of a conditional notice of redemption to the affected Owners. Any Bonds
subject to conditional redemption and such redemption has been rescinded shall remain
Outstanding and the rescission of such redemption shall not constitute an Event of Default.
Further, in the case of a conditional redemption, the failure of the City to make moneys and or
authorized securities available in part or in whole on or before the redemption date shall not
constitute an Event of Default.
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Section 4.9. Lapse of Payment.
Money set aside for the redemption of Bonds and remaining unclaimed by the Owners of
such Bonds shall be subject to the provisions of Section 3.3(e) hereof.
ARTICLE V
Section 5.1. Appointment of Initial Paying Agent/Registrar.
Wells Fargo Bank, National Association, is hereby appointed as the initial Paying
Agent/Registrar for the Bonds. At all times while any Bonds are outstanding, the City will
maintain a Paying Agent/Registrar with respect to the Bonds that is qualified under this
Ordinance
Section 5.2. Qualifications.
Each Paying Agent/Registrar shall be a commercial bank, a trust company organized

under the laws of the State of Texas, or any other entity duly qualified and legally authorized to
serve as and perform the duties and services of paying agent and registrar for the Bonds.
Section 5.3. Maintaining Paying Agent/Registrar.
(a) At all times while any Bonds are outstanding, the City will maintain a Paying
Agent/Registrar that is qualified under Section 5.2 of this Ordinance.
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the
City will promptly appoint a replacement.
Section 5.4. Termination.
The City, upon not less than 60 days notice, reserves the right to terminate the
appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to
be terminated written notice of such termination.
Section 5.5. Notice of Change to Owners.
Promptly upon each change in the entity serving as Paying Agent/Registrar, the City will
cause notice of the change to be sent to each Owner by first class United States mail, postage
prepaid, at the address in the Register, stating the effective date of the change and the name and
mailing address of the replacement Paying Agent/Registrar.
Section 5.6. Agreement to Perform Duties and Functions.
By accepting the appointment as Paying Agent/Registrar and executing the Paying

Agent/Registrar Agreement, the Paying Agent/Registrar is deemed to have agreed to the
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provisions of this Ordinance and that it will perform the duties and functions of Paying
Agent/Registrar prescribed thereby.
Section 5.7. Delivery of Records to Successor.
If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the
appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent
books and records relating to the Bonds to the successor Paying Agent/Registrar.
ARTICLE VI
FORM OF THE BONDS
Section 6.1. Form Generally.
(a) The Bonds, the Registration Certificate of the Comptroller of Public Accounts of
the State of Texas, the Certificate of the Paying Agent/Registrar, and the Assignment form to
appear on each of the Bonds, (i) shall be substantially in the form set forth in this Article, with
such appropriate insertions, omissions, substitutions, and other variations as are permitted or
required by this Ordinance, and (ii) may have such letters, numbers, or other marks of
identification (including identifying numbers and letters of the Committee on Uniform Securities
Identification Procedures of the American Bankers Association) and such legends and
endorsements (including any reproduction of an opinion of counsel) thereon as, consistently
herewith, may be determined by the City or by the officers executing such Bonds, as evidenced
by their execution thereof.
(b) Any portion of the text of any Bonds may be set forth on the reverse side thereof,
with an appropriate reference thereto on the face of the Bonds.
(c) The definitive Bonds shall be typewritten, printed, lithographed, or engraved, and
may be produced by any combination of these methods or produced in any other similar manner,
all as determined by the officers executing such Bonds, as evidenced by their execution thereof.
(d) The Initial Bonds submitted to the Attorney General of the State of Texas may be
typewritten and photocopied or otherwise reproduced.
Section 6.2. Form of the Bonds.
The forms of the Bonds, including the form of the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas, the form of Certificate of the Paying
Agent/Registrar and the form of Assignment appearing on the Bonds, shall be substantially as
follows:
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(a) Form of Bond.
REGISTERED REGISTERED
No. __________ $__________
United States of America
State of Texas
County of Dallas
CITY OF IRVING, TEXAS
[SPECIAL TAX] REVENUE BOND
SERIES 2010A
TAX-EXEMPT SUBSERIES 1
INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP NUMBER
___________% August 15, 20__ _______1
The City of Irving, Texas (the “City”) in the County of Dallas, State of Texas, for value
received, hereby promises to pay to:
________________________
unless this Bond shall have been sooner called for redemption and the payment of the principal
hereof shall have been paid or provided for, and to pay interest on such principal amount from
the later of the Bond Date specified above or the most recent interest payment date to which
interest has been paid or provided for until payment of such principal amount has been paid or
provided for, at the per annum rate of interest specified above, computed on the basis of a three
hundred sixty (360) day year of twelve (12) thirty (30) day months, such interest to be paid
semiannually on _________ and __________2 of each year, commencing _________3. All
capitalized terms used herein but not defined shall have the meaning assigned to them in the
Ordinance (defined below).
The principal of this Bond shall be payable without exchange or collection charges in
lawful money of the United States of America upon presentation and surrender of this Bond at
the corporate trust office in _______________ (the “Designated Payment/Transfer Office”) of
Wells Fargo Bank, National Association, Dallas, Texas, as Paying Agent/Registrar or, with
respect to a successor Paying Agent/Registrar, at the Designated Payment/Transfer Office
thereof. Interest on this Bond is payable by check dated as of the interest payment date, mailed
by the Paying Agent/Registrar to the registered owner at the address shown on the registration
books kept by the Paying Agent/Registrar, or by such other customary banking arrangement
acceptable to the Paying Agent/Registrar and the registered owner; provided, however, such
registered owner shall bear all risk and expense of such other banking arrangement. At the
1
Information to be inserted from Pricing Certificate.
2
3
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option of an Owner of at least $1,000,000 principal amount of the Bonds, interest may be paid by
wire transfer to the bank account of such Owner on file with the Paying Agent/Registrar. For the
purpose of the payment of interest on this Bond, the registered owner shall be the person in
whose name this Bond is registered at the close of business on the “Record Date,” which shall be
the last business day of the month next preceding such interest payment date; provided, however,
that in the event of nonpayment of interest on a scheduled payment date and for 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 City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (the “Special Payment Date,” which shall be 15 days after
the Special Record Date) shall be sent at least five business days prior to the Special Record Date
by first-class United States mail, postage prepaid, to the address of each owner of a Bond
appearing in the registration books of the Paying Agent/Registrar at the close of business on the
last business day next preceding the date of mailing of such notice.
If the date for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, legal holiday, or day on which banking institutions in the city where the Paying
Agent/Registrar is located are required or authorized by law or executive order to close, the date
for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
holiday, or day on which banking institutions are required or 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
and no additional interest shall be due by reason of nonpayment on the date on which such
payment is otherwise stated to be due and payable.
This Bond is one of a series of fully registered bonds (the “Bonds”), issued in the
aggregate principal amount of $____________4 pursuant to a certain ordinance of the City (the
“Ordinance”) under the authority of Chapter 1371, Texas Government Code, as amended,
Chapter 351, Texas Tax Code, as amended, and Chapter 334, Texas Local Government Code, as
amended, to provide funds for planning, acquiring, establishing, developing, constructing and
equipping the Entertainment Center (as defined in the Ordinance) and paying the City’s costs
incurred in connection with the issuance of the Bonds. The Bonds are being issued concurrently
with the City’s [Special Tax] Revenue Bonds, Series 2010A, Taxable Subseries 2 (Build
America Bonds – Direct Payment) and Taxable Series 2010B in the aggregate principal amount
of $______________5, which are also being issued pursuant to the Ordinance for the purpose of
providing funds for the planning, acquiring, establishing, developing, constructing and equipping
the Entertainment Center
The Bonds and the interest thereon are payable from, and are secured by, a first lien on
and pledge of the Pledged Taxes and the Pledged Revenues and Funds. The Pledged Taxes
consist of certain revenues that are received by the City from the levy and imposition of a 2%
Hotel Tax, a 7% Hotel Tax, the City EC Sales Tax, the State Hotel Tax, the State EC Mixed
Beverage Tax – State Portion and the State EC Mixed Beverage Tax – City Portion, all as
described in the Ordinance.
4
Information to be inserted from Pricing Certificate
5
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THIS BOND AND ALL OF THE CITY OF IRVING [SPECIAL TAX] REVENUE
BONDS, SERIES 2010A, TAX-EXEMPT SUBSERIES 1 (THE “BONDS”) ARE SPECIAL
OBLIGATIONS OF THE CITY THAT, TOGETHER WITH ALL OTHER BONDS AND
PARITY CERTIFICATES (WITH RESPECT TO THE 7% HOTEL TAX) FROM TIME TO
TIME ISSUED AND OUTSTANDING ARE EQUALLY AND RATABLY PAYABLE FROM
AND SECURED BY A LIEN ON THE PLEDGED TAXES THAT ARE REQUIRED TO BE
SET ASIDE FOR AND PLEDGED TO THE PAYMENT OF THE BONDS AND FROM THE
PLEDGED REVENUES AND FUNDS, AND ALL OUTSTANDING AND ADDITIONAL
BONDS HEREAFTER ISSUED AND THE DEBT SERVICE FUND AND THE RESERVE
FUND REQUIRED TO BE MAINTAINED FOR THE PAYMENT OF ALL SUCH BONDS,
ALL AS MORE FULLY DESCRIBED AND PROVIDED FOR IN THE ORDINANCE. THIS
BOND AND THE SERIES OF WHICH IT IS PART, TOGETHER WITH THE INTEREST
THEREON, ARE PAYABLE SOLELY FROM SUCH PLEDGED TAXES AND PLEDGED
REVENUES AND FUNDS AND DO NOT CONSTITUTE AN INDEBTEDNESS OR
GENERAL OBLIGATION OF THE CITY
[The City has reserved the option to redeem the Bonds maturing on or after August 15,
______ before their respective scheduled maturities in whole or in part in integral multiples of
$5,000 on August 15, ____, or on any date thereafter, at a redemption price of par, plus accrued
interest to the date fixed for redemption. If less than all of the Bonds are to be redeemed, the
City shall determine the maturity or maturities and the amounts thereof to be redeemed and shall
direct the Paying Agent/Registrar to call by lot or other customary method that results in a
random selection of the Bonds, or portions thereof, within such maturity or maturities and in
such principal amounts, for redemption.]6
[Bonds maturing on August 15 in each of the years ____ through ___, inclusive (the
“Term Bonds”), are subject to mandatory sinking fund redemption prior to their scheduled
maturity, and will be redeemed by the City, in part at a redemption price equal to the principal
amount thereof, without premium, plus interest accrued to the redemption date, on the dates and
in the principal amounts shown in the following schedule:
Redemption Date Principal Amount
The Paying Agent/Registrar will select by lot or by any other customary method that
results in a random selection the specific Term Bonds (or with respect to Term Bonds having a
denomination in excess of $5,000, each $5,000 portion thereof) to be redeemed by mandatory
redemption. The principal amount of Term Bonds required to be redeemed on any redemption
date pursuant to the foregoing mandatory sinking fund redemption provisions hereof shall be
reduced, at the option of the City, by the principal amount of any Bonds which, at least 45 days
prior to the mandatory sinking fund redemption date (i) shall have been acquired by the City at a
price not exceeding the principal amount of such Bonds plus accrued interest to the date of
purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have
6
Insert optional redemption provisions, if any, and revise as necessary to conform to the Pricing Certificate.
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been redeemed pursuant to the optional redemption provisions hereof and not previously credited
to a mandatory sinking fund redemption.]7
Notice of such redemption or redemptions shall be given by first class mail, postage
prepaid, not less than thirty (30) days before the date fixed for redemption, to the registered
owner of each of the Bonds to be redeemed in whole or in part.
The City reserves the right, in the case of an optional redemption pursuant to the terms of
the Ordinance, to give notice of its election or direction to redeem Bonds conditioned upon the
occurrence of subsequent events. Such notice may state (i) that the redemption is conditioned
upon the deposit of moneys and/or authorized securities, in an amount equal to the amount
necessary to effect the redemption, with the Paying Agent/Registrar, or such other entity as may
be authorized by law, no later than the redemption date, or (ii) that the City retains the right to
rescind such notice at any time on or prior to the scheduled redemption date if the City delivers a
certificate of the City to the Paying Agent/Registrar instructing the Paying Agent/Registrar to
rescind the redemption notice and such notice and redemption shall be of no effect if such
moneys and/or authorized securities are not so deposited or if the notice is rescinded. The
Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice of
redemption to the affected Owners. Any Bonds subject to conditional redemption and such
redemption has been rescinded shall remain Outstanding and the rescission of such redemption
shall not constitute an Event of Default as defined in the Ordinance. Further, in the case of a
conditional redemption, the failure of the City to make moneys and or authorized securities
available in part or in whole on or before the redemption date shall not constitute an Event of
Default.
As provided in the Ordinance, and subject to certain limitations therein set forth, this
Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer
Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is
acceptable to the Paying Agent/Registrar; thereupon, one or more new fully registered Bonds of
the same stated maturity, of authorized denominations, bearing the same rate of interest, and for
the same aggregate principal amount will be issued to the designated transferee or transferees.
Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer or
exchange any Bond called for redemption where such redemption is scheduled to occur within
forty-five (45) calendar days of the transfer or exchange date; provided, however, such limitation
shall not be applicable to an exchange by the registered owner of the uncalled principal balance
of a Bond.
The City, the Paying Agent/Registrar, and any other person may treat the person in whose
name this Bond is registered as the owner hereof for the purpose of receiving payment as herein
provided (except interest shall be paid to the person in whose name this Bond is registered on the
Record Date) and for all other purposes, whether or not this Bond be overdue, and neither the
City nor the Paying Agent/Registrar shall be affected by notice to the contrary.
7
Insert mandatory sinking fund redemption provisions, if any, and revise as necessary to conform to the Pricing
Certificate.
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IT IS HEREBY CERTIFIED AND RECITED that the issuance of the Bonds and the
subseries of which it is a part, is duly authorized by law; that all acts and things required to be
done precedent to and in the issuance of this Bond have been properly done and performed and
have happened in regular and due time, form, and manner, as required by law; and that the
Pledged Taxes and Pledged Revenues and Funds have been duly pledged to the payment of the
principal of and the interest on the Bonds in accordance with the terms of the Ordinance.
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IN WITNESS WHEREOF, the City has caused this Bond to be executed in its name by
the manual or facsimile signature of the Mayor of the City and countersigned by the manual or
facsimile signature of the City Secretary, and the official seal of the City has been duly
impressed or placed in facsimile on this Bond.
Attest: City of Irving, Texas
___________________________________ ___________________________________
City Secretary Mayor
(b) Form of Comptroller’s Registration Certificate.
The following Comptroller’s Registration Certificate may be deleted from the definitive
Bonds if such Certificate on the Initial Bond is fully executed.
OFFICE OF THE COMPTROLLER §

OF PUBLIC ACCOUNTS § REGISTER NO. _____________
OF THE STATE OF TEXAS §
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Bond has been examined by him as required
by law, that he finds that it has been issued in conformity with the Constitution and laws of the
State of Texas, and that it is a valid and binding obligation of the City of Irving, Texas, and that
this Bond has this day been registered by me.
Witness my hand and seal of office at Austin, Texas, _______________.
___________________________________
Comptroller of Public Accounts
of the State of Texas
[SEAL]
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(c) Form of Certificate of Paying Agent/Registrar.
The following Certificate of Paying Agent/Registrar may be deleted from the Initial Bond
if the executed Comptroller’s Registration Certificate appears thereon.
CERTIFICATE OF PAYING AGENT/REGISTRAR
The records of the Paying Agent/Registrar show that the Initial Bond of this series of
bonds was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas, and that this is one of the Bonds referred
to in the within mentioned Ordinance.
WELLS FARGO BANK, NATIONAL

ASSOCIATION, ____________,
as Paying Agent/Registrar
Dated: __________________________ By: ______________________________

Authorized Signatory
(d) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or
typewrite name, address and Zip Code of transferee): __________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Social Security or other identifying number: ____________________) the within Bond and all
rights hereunder and hereby irrevocably constitutes and appoints ____________________
attorney to transfer the within Bond on the books kept for registration hereof, with full power of
substitution in the premises.
Dated: ____________________________ NOTICE: The signature on this Assignment

must correspond with the name of the
Signature Guaranteed By: registered owner as it appears on the face of
the within Bond in every particular and must
___________________________________ be guaranteed in a manner acceptable to the
Authorized Signatory Paying Agent/Registrar.
(e) The Initial Bond of each subseries shall be in the form set forth in paragraphs (a),
(b) and (d) of this Section, except for the following alterations:
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(i) immediately under the name of the Bond, the headings “INTEREST
RATE” and “MATURITY DATE” shall be completed with the words “As Shown
Below”; and the heading “CUSIP” shall be deleted;
(ii) in the first paragraph of the Bond, the words “on the Maturity Date
specified above” shall be deleted and the following will be inserted: “on August 15 in
each of the years, in the principal installments and bearing interest at the per annum rates
in accordance with the following schedule:
Years Principal Installments Interest Rate
(Information to be inserted from the Pricing Certificate

pursuant to Section 3.02 of this Ordinance)
(f) Form of Bond.
No. __________ $__________

State of Texas
County of Dallas
SERIES 2010A
TAXABLE SUBSERIES 2 (BUILD AMERICA BONDS – DIRECT PAYMENT)
___________% August 15, 20__ _______8
________________________
semiannually on ___________ and ____________9 of each year, commencing _________10. All
8
9
10
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aggregate principal amount of $_____________11 pursuant to a certain ordinance of the City (the
amended, to provide funds for the planning, acquiring, establishing, developing, constructing and
with the City’s [Special Tax] Revenue Bonds, Series 2010A, Tax-Exempt Subseries 1 and
11
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Taxable Series 2010B in the aggregate principal amount of $______________12, which are also
being issued pursuant to the Ordinance for the purpose of providing funds for the planning,
designing, constructing and equipping of the Entertainment Center.
Hotel Tax, a 7% Hotel Tax, the City EC Sales Tax, the State EC Hotel Tax, the State EC Mixed
BONDS, SERIES 2010A, TAXABLE SUBSERIES 2 (THE “BONDS”) ARE SPECIAL
OBLIGATIONS OF THE CITY THAT, TOGETHER WITH ALL OTHER BONDS AND
PARITY CERTIFICATES (WITH RESPECT TO THE 7% HOTEL TAX) FROM TIME TO
TIME ISSUED AND OUTSTANDING ARE EQUALLY AND RATABLY PAYABLE FROM
AND SECURED BY A LIEN ON THE PLEDGED TAXES THAT ARE REQUIRED TO BE
SET ASIDE FOR AND PLEDGED TO THE PAYMENT OF THE BONDS AND FROM THE
PLEDGED REVENUES AND FUNDS, AND ALL OUTSTANDING AND ADDITIONAL
BONDS HEREAFTER ISSUED AND THE DEBT SERVICE FUND, CONTINGENCY
RESERVE, SURPLUS FUND AND THE RESERVE FUND REQUIRED TO BE
MAINTAINED FOR THE PAYMENT OF ALL SUCH BONDS, ALL AS MORE FULLY
DESCRIBED AND PROVIDED FOR IN THE ORDINANCE. THIS BOND AND THE
SERIES OF WHICH IT IS PART, TOGETHER WITH THE INTEREST THEREON, ARE
PAYABLE SOLELY FROM SUCH PLEDGED TAXES AND PLEDGED REVENUES AND
FUNDS AND DO NOT CONSTITUTE AN INDEBTEDNESS OR GENERAL OBLIGATION
OF THE CITY
Paying Agent/Registrar shall call Bonds, or portions thereof, within such maturity or maturities
and in such principal amounts, for redemption on a pro rata basis.]13
12
13
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[The principal amount of Term Bonds required to be redeemed on any redemption date
pursuant to the foregoing mandatory sinking fund redemption provisions hereof shall be reduced,
at the option of the City, by the principal amount of any Bonds which, at least 45 days prior to
the mandatory sinking fund redemption date (i) shall have been acquired by the City at a price
not exceeding the principal amount of such Bonds plus accrued interest to the date of purchase
thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have been
redeemed pursuant to the optional redemption provisions hereof and not previously credited to a
mandatory sinking fund redemption.]14
[The Bonds are also subject to extraordinary redemption prior to their respective
maturities, at the option of the City, upon the occurrence of an Extraordinary Event (hereinafter
defined) from any source of available funds, in whole or in part, at the Make-Whole Redemption
Price (hereinafter defined). “Extraordinary Event” means a change to Sections 54AA or 6431 of
the Code (as such Sections were added by Section 1531 of the “American Recovery and
Reinvestment Act of 2009,” pertaining to “Build America Bonds”) or any other action taken by
the United States Congress or federal government, the effect of which causes the Federal
Subsidy applicable to the Bonds to be reduced or eliminated. “Make-Whole Redemption Price”
means the amount equal to the greater of the following: (i) the issue price of the Bonds (but not
less than 100%) of the principal amount of the Bonds to be redeemed; or (ii) the sum of the
present value of the remaining scheduled payments of principal and interest on the Bonds to be
redeemed to the maturity date of such Bonds, not including any portion of those payments of
interest accrued and unpaid as of the date on which the Bonds are to be redeemed, discounted to
the date on which the Bonds are to be redeemed on a semi-annual basis, assuming a 360-day year
containing twelve 30-day months, at the Treasury Rate (hereinafter defined), plus 100 basis
points, plus in each case accrued interest on the Bonds to be redeemed to the redemption date.
“Treasury Rate” means, with respect to any redemption date for a particular Bond, the yield to
maturity as of such redemption date of United States Treasury securities with a constant maturity
(as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519)
that has become publicly available at least two Business Days prior to the redemption date
(excluding inflation-indexed securities) (or, if such Statistical Release is no longer published, any
publicly available source of similar market data)) most nearly equal to the period from the
redemption date to the maturity date of the Bonds to be redeemed; provided, however that if the
period from the redemption date to the maturity date is less than one year, the weekly average
yield on actually traded United States Treasury securities adjusted to a constant maturity of one
year shall be used.]15
[In the event DTC is the sole registered owner of the Bonds, redemption of the Bonds
will be done in accordance with the procedures of DTC. The Issuer will direct the Trustee to
instruct DTC to pay sinking fund allocations and payments in respect of optional redemptions of
the Bonds of a particular maturity to holders through a pro rata pass-through distribution of
14
Certificate
15
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the Bond surrendered.]16
16
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Default.
of a Bond.
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___________________________________ ___________________________________
(g) Form of Comptroller’s Registration Certificate.

___________________________________
[SEAL]
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(h) Form of Certificate of Paying Agent/Registrar.

Dated: __________________________ By: ______________________________

(i) Form of Assignment.
ASSIGNMENT
_____________________________________________________________________________
_____________________________________________________________________________

(j) The Initial Bond of each subseries shall be in the form set forth in paragraphs (a),
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(k) Form of Bond.
No. __________ $__________

State of Texas
County of Dallas
TAXABLE SERIES 2010B
(BUILD AMERICA BONDS – DIRECT PAYMENT)
___________% August 15, 20__ _______17
________________________
17
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semiannually on __________ and __________18 of each year, commencing _________19. All
amended, to provide funds for planning, acquiring, establishing, developing, constructing and
18
19
20
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with the City’s [Special Tax] Revenue Bonds, Series 2010A, Tax-Exempt Subseries 1 and
Taxable Subseries 2 (Build America Bonds – Direct Payment) in the aggregate principal amount
of $______________21, which are also being issued pursuant to the Ordinance for planning,
acquiring, establishing, developing, constructing and equipping the Entertainment Center
Hotel Tax, a 7% Hotel Tax, the City EC Sales Tax, the State EC Hotel Tax, the State EC Mixed
BONDS, TAXABLE SERIES 2010B (BUILD AMERICA BONDS – DIRECT PAYMENT)
(THE “BONDS”) ARE SPECIAL OBLIGATIONS OF THE CITY THAT, TOGETHER WITH
ALL OTHER BONDS AND PARITY CERTIFICATES (WITH RESPECT TO THE 7%
HOTEL TAX) FROM TIME TO TIME ISSUED AND OUTSTANDING ARE EQUALLY
AND RATABLY PAYABLE FROM AND SECURED BY A LIEN ON THE PLEDGED
TAXES THAT ARE REQUIRED TO BE SET ASIDE FOR AND PLEDGED TO THE
PAYMENT OF THE BONDS AND FROM THE PLEDGED REVENUES AND FUNDS, AND
ALL OUTSTANDING AND ADDITIONAL BONDS HEREAFTER ISSUED AND THE
DEBT SERVICE FUND, THE CONTINGENCY RESERVE, THE SURPLUS FUND AND
THE RESERVE FUND REQUIRED TO BE MAINTAINED FOR THE PAYMENT OF ALL
SUCH BONDS, ALL AS MORE FULLY DESCRIBED AND PROVIDED FOR IN THE
ORDINANCE. THIS BOND AND THE SERIES OF WHICH IT IS PART, TOGETHER
WITH THE INTEREST THEREON, ARE PAYABLE SOLELY FROM SUCH PLEDGED
TAXES AND PLEDGED REVENUES AND FUNDS AND DO NOT CONSTITUTE AN
INDEBTEDNESS OR GENERAL OBLIGATION OF THE CITY
This payment of the principal amount of this Bond will be deferred by the City upon the
occurrence of certain circumstances as described in the Ordinance. If the principal amount is
deferred, it will be amortized on a pro rata basis, over the remaining maturities of the Bonds
outstanding and paid accordingly.
Trustee shall call the Bonds, or portions thereof, within such maturity or maturities and in such
principal amounts, for redemption on a pro rata basis.]22
21
22
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[The principal amount of Term Bonds required to be redeemed on any redemption date
pursuant to the foregoing mandatory sinking fund redemption provisions hereof shall be reduced,
at the option of the City, by the principal amount of any Bonds which, at least 45 days prior to
the mandatory sinking fund redemption date (i) shall have been acquired by the City at a price
not exceeding the principal amount of such Bonds plus accrued interest to the date of purchase
thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have been
redeemed pursuant to the optional redemption provisions hereof and not previously credited to a
mandatory sinking fund redemption.]23
[The Bonds are also subject to extraordinary redemption prior to their respective
maturities, at the option of the City, upon the occurrence of an Extraordinary Event (hereinafter
defined) from any source of available funds, in whole or in part, at the Make-Whole Redemption
Price (hereinafter defined). “Extraordinary Event” means a change to Sections 54AA or 6431 of
the Code (as such Sections were added by Section 1531 of the “American Recovery and
Reinvestment Act of 2009,” pertaining to “Build America Bonds”) or any other action taken by
the United States Congress or federal government, the effect of which causes the Federal
Subsidy applicable to the Taxable Series 2010B Bonds to be reduced or eliminated. “Make-
Whole Redemption Price” means the amount equal to the greater of the following: (i) the issue
price of the Bonds (but not less than 100%) of the principal amount of the Bonds to be redeemed;
or (ii) the sum of the present value of the remaining scheduled payments of principal and interest
on the Bonds to be redeemed to the maturity date of such Bonds, not including any portion of
those payments of interest accrued and unpaid as of the date on which the Bonds are to be
redeemed, discounted to the date on which the Bonds are to be redeemed on a semi-annual basis,
assuming a 360-day year containing twelve 30-day months, at the Treasury Rate (hereinafter
defined), plus 100 basis points, plus in each case accrued interest on the Bonds to be redeemed to
the redemption date. “Treasury Rate” means, with respect to any redemption date for a
particular Bond, the yield to maturity as of such redemption date of United States Treasury
securities with a constant maturity (as compiled and published in the most recent Federal
Reserve Statistical Release H.15 (519) that has become publicly available at least two Business
Days prior to the redemption date (excluding inflation-indexed securities) (or, if such Statistical
Release is no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the redemption date to the maturity date of the Bonds to be
redeemed; provided, however that if the period from the redemption date to the maturity date is
23
Certificate.
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less than one year, the weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall be used.]24
[In the event DTC is the sole registered owner of the Bonds, redemption of the Bonds
will be done in accordance with the procedures of DTC. The Issuer will direct the Trustee to
instruct DTC to pay sinking fund allocations and payments in respect of optional redemptions of
the Bonds of a particular maturity to holders through a pro rata pass-through distribution of

the Bond surrendered.]25
24
25
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Default.
of a Bond.
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___________________________________ ___________________________________
(l) Form of Comptroller’s Registration Certificate.

___________________________________
[SEAL]
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(m) Form of Certificate of Paying Agent/Registrar.

Dated: __________________________ By: ______________________________

(n) Form of Assignment.
ASSIGNMENT
_____________________________________________________________________________
_____________________________________________________________________________

(o) The Initial Bond of each subseries shall be in the form set forth in paragraphs (a),
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Section 6.3. CUSIP Registration.
The City may secure identification numbers through the CUSIP Service Bureau Division
of Standard & Poor’s Corporation, New York, New York, and may authorize the printing of such
numbers on the face of the Bonds. It is expressly provided, however, that the presence or
absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the
legality thereof and neither the City nor the attorneys approving said Bonds as to legality are to
be held responsible for CUSIP numbers incorrectly printed on the Bonds.
Section 6.4. Legal Opinion.
The approving legal opinions of Vinson & Elkins L.L.P., Bond Counsel, may be printed
on the reverse side of or attached to each Bond over the certification of the City Secretary of the
City, which may be executed in facsimile.
Section 6.5. Statement of Insurance.
A statement relating to a municipal bond insurance policy, if any, to be issued for the
Bonds may be printed on or attached to each Bond.
ARTICLE VII
Section 7.1. Appointment; Acceptance of Trust and Performance Thereof.
(a) The City hereby appoints Wells Fargo Bank, National Association to serve as
Trustee hereunder and the Trustee, as evidenced by its due execution of the Acceptance of
Trustee attached hereto, shall accept the trusts and obligations imposed upon it by this Ordinance
and shall agree to perform and observe faithfully all of the duties, conditions and requirements
imposed upon it in this Ordinance. Except during the continuance of an Event of Default, the
Trustee undertakes to perform such functions and duties and only such functions and duties as
are specifically set forth in this Ordinance, and no implied duties or obligations shall be read into
this Ordinance against the Trustee. In case an Event of Default has occurred and is continuing,
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the Trustee shall exercise such of the rights and powers vested in it by this Ordinance, and use
the same degree of care and skill in the exercise of such rights and powers, as a prudent person
would exercise or use under the circumstances in the conduct of such person’s own affairs,
subject to the limitations on liability set forth in Sections 7.1(c) and 7.2, and subject to the
provisions of Section 7.6.
(b) All notices or other instruments required by this Ordinance to be delivered in
writing to the Trustee, in order to be effective, must be delivered at the address for notices to the
Trustee set forth in Section 15.1, or at such other location as the Trustee may designate to the
City in writing. With respect to an Event of Default pursuant to Section 12.1, the Trustee shall
not be deemed to have notice of any such Event of Default (other than failure by the City to file
with the Trustee any documents required by the Ordinance to be so filed) unless and until it shall
have received actual notice thereof, and in the absence of such notice so received, the Trustee
may conclusively assume that there is no such Event of Default. Nonetheless, the Trustee may in
its sole discretion take notice of an Event of Default without specific notification thereof. In such
case, the Trustee shall proceed as if it had received such specific notification.
(c) The Trustee shall not be liable with respect to any action taken or omitted to be
taken hereunder except for its own negligence or willful misconduct; except that
(i) this Section will not be construed to limit the effect of the second sentence
of Section 7.1(a); the Trustee shall be obligated to take only such actions as are
specifically set forth herein or as are specifically required to be taken by the Trustee
when requested in writing from time to time in accordance with this Ordinance by the
City or by the Owners of not less than the aggregate principal amount of Outstanding
Bonds specified herein with respect to the action in question (subject to the restrictions
set forth in Section 7.3); and
(ii) in the absence of bad faith on the part of the Trustee, the Trustee may rely,
without any independent investigation or inquiry, as to the truth of the statements and to
the correctness of the opinions expressed therein, upon any certificate or opinion
furnished to the Trustee conforming to the procedural requirements of this Ordinance; but
in the case of any such certificate or opinion which by any provision is specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not it conforms to the procedural requirements of this
Ordinance; and
(iii) the Trustee shall not be liable for any error of judgment made in good faith
by the Trustee unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts; and
(iv) the Trustee shall not be liable with respect to any action taken or omitted
to be taken by it in good faith in accordance with the written direction of the Owners of
not less than a majority in aggregate principal amount of the Bonds Outstanding (or such
lesser amount as may be specified herein) or otherwise in accordance with the express
provisions of this Ordinance.
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No provision of this Ordinance or in any amendment to this Ordinance shall require the
Trustee to risk its own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of its powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
Section 7.2. Trustee May Rely upon Certain Documents and Opinions.
(a) Subject to Section 7.1(c)(ii), the Trustee may rely and shall be protected in acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, bond or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties.
(b) Any request, direction, election, order, certification or demand of the City shall be
sufficiently evidenced by an instrument signed by an Authorized Officer (unless specifically
prescribed otherwise in this Ordinance), and any resolution or ordinance of the City may be
evidenced to the Trustee by a certified resolution or ordinance.
(c) The Trustee may, in its sole discretion and at the expense of the City, consult with
its counsel (either in-house or outside), counsel to the City (unless the City is in default
hereunder) or Bond Counsel, and the legal advice or opinion of such counsel or Bond Counsel
shall be full and complete authorization and protection in respect of any action taken, suffered or
omitted by the Trustee hereunder in good faith and in accordance with such legal advice or
opinion of counsel or Bond Counsel.
(d) Subject to Section 7.1(a) regarding the Trustee’s obligations during the
continuance of an Event of Default, whenever, in the administration of the trust created by this
Ordinance, the Trustee shall deem it necessary or desirable that a matter be proved or established
prior to taking or suffering any action hereunder, such matter (unless other evidence in respect
thereof is specifically prescribed herein) may, in the absence of bad faith on the part of the
Trustee, be deemed to be proved and established by a certificate of an Authorized Officer; and,
in the absence of bad faith on the part of the Trustee, such certificate shall constitute full
authority for any action taken, suffered or omitted by the Trustee under the provisions of this
Ordinance in reliance thereon.
(e) The Trustee shall not be concerned with or accountable to anyone for the
subsequent use or application of any money which shall be released or withdrawn and used in
accordance with the provisions hereof.
(f) The Trustee may execute any of the trusts or powers hereof and perform the
duties required of it hereunder by or through attorneys, accountants, agents or receivers and may,
in all cases, pay, and be reimbursed for, the reasonable fees and expenses thereof. The Trustee
shall not be responsible for the conduct of such attorneys, accountants, agents or receivers it
appointed with due care.
(g) The Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Ordinance at the request or direction of any of the Owners of the Party Bonds
pursuant to this Ordinance, unless such Owners shall have offered to the Trustee reasonable
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security or indemnity against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction.
Section 7.3. Trustee Not Responsible for Ordinance Statements, Validity.
The Trustee shall not be responsible for any recital or statement in this Ordinance, any
amendment to this Ordinance, the Bonds, or any official statement or other disclosure document
prepared or distributed in connection with the Bonds or for the validity of the execution by the
City of this Ordinance, any amendment to this Ordinance or the Bonds, or for the validity of the
execution of any other or supplemental instrument by the City, or for the validity or sufficiency
of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value
of or title to the security for the Bonds pledged hereunder or for the creditworthiness of the City.
Except as otherwise expressly provided herein, the Trustee shall have no duty to ascertain or
inquire as to the performance or observance of any of the terms, conditions, covenants or
agreements herein or in an amendment to this Ordinance, or as to the existence of an Event of
Default hereunder or thereunder, but the Trustee may require of the City full information and
advice as to the performance of such covenants, conditions and agreements set forth herein and
in an amendment to this Ordinance, or a Federal Tax Certificate.
The Trustee makes no representation or warranty, express or implied, as to the title,

value, design, compliance with specifications or legal requirements, quality, operation, condition,
merchantability or fitness for any particular purpose for the use contemplated by the City or the
Tenant of the Project. In no event shall the Trustee be liable for incidental, indirect, special or
consequential damages in connection with or arising from this Ordinance for the existence,
furnishing or use of the Project.
Section 7.4. Limits on Duties and Liabilities of Trustee.
The permissive right of the Trustee to do things enumerated in this Ordinance shall not be
construed as an obligation or duty of the Trustee. The Trustee shall not be required to give any
bond or surety in respect of the execution of its trusts and powers hereunder or otherwise in
respect of the premises.
Nothing contained herein or in the Bonds shall be construed to impose any duties upon
the Trustee beyond those expressly contained in this Ordinance or in an amendment to this
Ordinance. All immunities, indemnities and other provisions of this Ordinance as related to the
duties and liabilities of the Trustee shall apply to the Bonds.
Section 7.5. Money Held in Trust.
All money held by the Trustee hereunder is held in trust for the purposes set forth herein
and shall be segregated and kept apart from other funds held by it in accordance with its general
practices and procedures in effect from time to time.
Under no circumstances shall the Trustee be liable in its individual capacity for the
obligations evidenced by the Bonds. In accepting the trust hereby created, the Trustee acts solely
as Trustee for the Owners and not in its individual capacity and, except as otherwise provided
herein, all persons, including without limitation the Owners and the City, having any claim
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against the Trustee arising from this Ordinance shall look for payment only from the funds and
accounts held by the Trustee hereunder.
Section 7.6. Costs for Maintenance of Suit; Indemnification.
(a) Other than to the extent described herein with respect to making the payments of
Debt Service on the Bonds and paying Administrative Expenses when due from money held by
the Trustee hereunder, and with respect to the redemption (other than optional redemption) of the
Bonds, the Trustee shall be under no obligation to institute any suit, to take any proceeding under
this Ordinance, to enter any appearance in or in any way defend any suit in which it may be
defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement
of any rights and powers hereunder, until it shall be assured to its satisfaction that repayment of
all costs and expenses, including the reasonable fees and disbursements of its in-house and
outside counsel, will occur in a timely manner, and until adequate indemnity against all risk and
liability is assured to its satisfaction. However, the Trustee may begin suit, or appear in and
defend suit, or do anything else in its judgment proper to be done by it as such Trustee, without
assurance of reimbursement or indemnity, and in such case the Trustee shall be reimbursed or
indemnified by the Owners for all costs and expenses, liabilities, outlays and fees of its in-house
and/or outside counsel and other reasonable disbursements properly incurred in connection
therewith, unless such liability or disbursement is adjudicated to have resulted from the
negligence or willful misconduct of the Trustee. If the Owners shall fail to make such
reimbursement or indemnification, the Trustee may reimburse itself from any money in its
possession under the provisions of this Ordinance subject only to the prior lien of the Bonds for
the payment of Debt Service.
(b) The City hereby covenants and agrees, to the extent permitted by Applicable Law
and solely from the amounts held or required to be held hereunder, to indemnify the Trustee for
any loss, liability, outlays and reasonable fees of its in-house and/or outside counsel, other
reasonable disbursements, expenses or advances reasonably incurred or made, without
negligence or willful misconduct on the part of the Trustee, arising out of or in connection with
its acceptance or administration of the trust or performance of its duties hereunder, and shall
reimburse the Trustee for any amounts paid to the Trustee by the Owners pursuant to
Section 7.6(a) which the Trustee has spent for the purposes of that Section and which the Trustee
has subsequently been required to return to the Owners.
(c) None of the provisions contained in this Ordinance, or the Bonds shall require the
Trustee to expend or risk its own funds or otherwise incur individual financial liability in the
performance of any of its duties or in the exercise of any of its rights or powers hereunder.
(d) All indemnifications and releases from liability granted to the Trustee hereunder
shall extend to its directors, officers, employees, officials and agents.
Section 7.7. Intervention in Judicial Proceedings.
In any judicial proceeding to which the City is a party and which, in the opinion of the
Trustee in its sole discretion, has a substantial bearing on the interest of the Owners of the
Bonds, the Trustee may intervene on behalf of the Owners, and must do so if requested in
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writing by the Owners of not less than a majority in aggregate principal amount of Outstanding
Bonds upon written assurance from such Owners satisfactory to the Trustee of indemnity and
reimbursement for costs and expenses, including reasonable fees and disbursements of its in-
house and/or outside counsel, incurred in so intervening. The rights and obligations of the
Trustee under this Section are subject to the approval of the court having jurisdiction in the
premises.
Section 7.8. Reports of Activities.
The Trustee shall keep and maintain accurate and complete records of fund balances, any
investments thereof and all transactions involving any part of the assets held in trust hereunder
by the Trustee pursuant to this Ordinance and to furnish monthly reports thereof to the City, if
requested. The City and its agents shall have the right to inspect all such records at all reasonable
times during regular business hours and upon reasonable notice and to make such copies and
extracts, at their expense, as they may desire.
Section 7.9. Compensation of Trustee.
All advances, in-house and/or outside counsel fees and other expenses reasonably made
or incurred by the Trustee or its agents, directors, officials, officers and employees in and about
the execution of the trust hereby created; any and all reasonable compensation to the Trustee for
its services in the premises; any and all claims, damages, demands, expenses, liabilities and taxes
of any character or nature whatsoever (including but not limited to claims for loss or damage to
any property or injury to or death of any person) asserted by or on behalf of any person arising
out of, resulting from, or in any way connected with the Project or the real property and
improvements thereon; and any and all costs and expenses (including reasonable fees and
disbursements of its in-house and/or outside counsel, agents and other experts) incurred by or on
behalf of the Trustee in defending any such claims, damages, demands, liabilities or claims for
taxes of any character whatsoever (unless such claims, damages, demands or liabilities are
adjudicated to have resulted from the negligence or willful misconduct of the Trustee), shall be
paid by the City but solely from amounts on deposit or required to be deposited hereunder in
accordance herewith. The compensation of the Trustee shall not be limited to or by any provision
of law in regard to the compensation of trustees of an express trust. The Trustee shall have a lien
against all money and other property or security held pursuant to this Ordinance, with right of
payment therefrom, subject only to the prior lien of the Bonds for the payment of, in full and
when due, the principal thereof, premium, if any, and interest thereon, for (1) the Trustee’s
reasonable compensation, expenses, advances and fees and disbursements of its in-house and/or
outside counsel, incurred on and about the execution of the trusts created hereby and the exercise
and performance of the powers and duties of the Trustee hereunder; and (2) any and all claims,
damages, demands, expenses, liabilities and taxes incurred by the Trustee or its agents, directors,
officials, officers and employees, and any and all costs and expenses incurred by or on behalf of
the Trustee in defending against the same, of any character whatsoever (unless such damage or
liability is adjudicated to have resulted from the negligence or willful misconduct of the Trustee).
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Section 7.10. Trustee May Hold Bonds.
The Trustee and its officers and directors may acquire and hold or become pledgees of
Bonds and other obligations of the City and otherwise may deal with the City in the same
manner and to the same extent and with like effect as though it were not Trustee hereunder, and
may act as depository for and permit any of its officers and directors to act as members of, or in
any other capacity with respect to, any committee formed to protect the rights of Owners,
whether or not such committee represents the Owners of the majority in aggregate principal
amount of the Bonds then Outstanding.
Section 7.11. Resignation of Trustee.
The Trustee may resign and be discharged from the trusts created by this Ordinance by
giving to the City at least 60 days’ advance written notice. Such resignation shall take effect on
the day specified in such notice, but the Trustee shall not be discharged from the trusts hereby
created until a successor Trustee has been approved and appointed. Subsequent to such date, the
Trustee shall have no further duties and obligations under this Ordinance.
Section 7.12. Removal of Trustee.
(a) The Trustee may be removed at any time, either with or without cause, by the
City (provided that an Event of Default has not occurred and is then continuing hereunder) or the
Owners of a majority in aggregate principal amount of Outstanding Bonds, provided that all fees
and expenses of the Trustee that are due and owing pursuant to Section 7.9 shall first be paid.
(b) Any removal of the Trustee pursuant to this Section shall be effected by delivery
to the Trustee of a written instrument to that effect signed by an Authorized Officer.
(c) Such removal shall take effect on the day specified in such notice, but the Trustee
shall not be discharged from the trusts hereby created until a successor Trustee has been
approved and appointed. Subsequent to such date, the Trustee shall have no further duties and
obligations under this Ordinance.
Section 7.13. Appointment of Successor Trustee.
(a) In case at any time the Trustee shall resign, be removed or otherwise become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or
of its property shall be appointed, or if a public supervisory office shall take charge or control of
the Trustee or of its property or affairs, a vacancy shall forthwith and ipso facto be created in the
office of such Trustee hereunder, and the City shall promptly appoint a successor trustee. Any
such appointment shall be made by a written instrument executed by an Authorized Officer. The
City shall direct the successor Trustee to mail notice by first class mail, postage prepaid, at least
once within 30 days of such appointment, to the Owners of all Outstanding Bonds at their
addresses on the Register.
(b) If, in a proper case, no appointment of a successor Trustee shall be made pursuant
to Section 7.13(a) within 90 days after the receipt by the City of the Trustee’s notice of
resignation given pursuant to Section 7.11 or of removal of the Trustee pursuant to Section 7.12,
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the retiring Trustee, at the expense of the City, or any Owner may apply to any court of
competent jurisdiction to appoint a successor Trustee. The court may thereupon, after such
notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee.
(c) There shall at all times be a Trustee hereunder which shall be an association or a
corporation organized and doing business under the laws of the United States or any state
thereof, authorized under such laws to exercise corporate trust powers. Any successor Trustee
shall have a combined capital and surplus of at least $50,000,000 and assets under trust of at
least $50,000,000, and be subject to supervision or examination by federal or state authority, or
shall have been appointed by a court of competent jurisdiction pursuant to Section 7.13(b). If
such association or corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of any supervising or examining authority referred to above, then for the
purposes of this Section, the combined capital and surplus of such association or corporation
shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time any successor Trustee shall cease to be eligible in
accordance with the provisions of this Section and another association or corporation is eligible,
the Trustee shall resign immediately in the manner and with the effect specified in Section 7.11.
Section 7.14. Merger of Trustee.
Any person into which the Trustee may be converted or merged, or with which it may be
consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole
or substantially as a whole, or any corporation or association resulting from any such conversion,
sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become
successor trustee hereunder and shall be vested with all of the title to the funds, accounts and
assets held hereunder and all the trusts, powers, discretions, immunities, privileges and all other
matters as was its predecessor, without the execution or filing of any instrument or any further
act, deed or conveyance on the part of any person, anything herein to the contrary
notwithstanding, but only if such resulting entity is entitled under state or federal law to exercise
corporate trust powers.
Section 7.15. Transfer of Rights and Property to Successor Trustee.
Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to
its predecessor and also to the City a written instrument accepting such appointment hereunder,
and thereupon such successor, without any further act, deed or conveyance, shall become fully
vested with the rights, powers, trusts, duties and obligations of its predecessor; but such
predecessor shall, nevertheless, on the written request from an Authorized Officer execute and
deliver a written instrument transferring to such successor all the funds, accounts and assets
hereunder and the rights, powers, trusts, duties and obligations of such predecessor hereunder,
and every predecessor trustee shall deliver all funds held by it as Trustee hereunder to its
successor. Should any assignment, conveyance or written instrument from the City be required
by any successor Trustee for more fully and certainly vesting in such successor Trustee the Trust
Estate and rights, powers, trusts, duties and obligations hereby vested or intended to be vested in
the predecessor Trustee, any and all such assignments, conveyances and written instruments
shall, on request, be executed, acknowledged and delivered by the City. Each successor Trustee
shall give, or cause the Registrar to give, notice of its appointment to all Owners appearing on
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the Register as of the date of appointment. The City shall reimburse the predecessor Trustee for
any expenses (including fees and disbursements of its in-house or outside counsel) incurred
under this Section as an Administrative Expense.
Section 7.16. Survival of Rights.
The Trustee’s rights to immunity and protection from liability hereunder, its right to
receive payment of its fees and expenses and its rights to indemnification hereunder shall survive
its removal or resignation and the final payment, defeasance or discharge of the Bonds and the
termination of the lien of this Ordinance.
Section 7.17. Appointment of a Co-Trustee.
It is the intent of the City and the Trustee that there shall be no violation of any law of
any jurisdiction (including particularly the law of the State) denying or restricting the right of
banking corporations or associations to transact business as Trustee in such jurisdiction. It is
recognized that in case of litigation under this Ordinance, and, in particular, in case of the
enforcement of any of them on default, or in case the Trustee deems that by reason of any
present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies
granted herein to the Trustee or hold title to the properties, in trust, as herein granted, or take any
other action which may be desirable or necessary in connection therewith, it may be necessary
that the Trustee appoint, with the consent of the City, an additional individual or institution as a
separate trustee or co-trustee. The following provisions of this Section are adopted to these ends.
In the event that the Trustee appoints an additional individual or institution as a separate
trustee or co-trustee, in the event of the incapacity or lack of authority of the Trustee, by reason
of any present or future law of any jurisdiction, to exercise any of the rights, powers, trusts and
remedies herein granted to the Trustee or to hold title to the funds, accounts and assets hereunder
or to take any other action which may be necessary or desirable in connection therewith, each
and every remedy, power, right, obligation, claim, demand, cause of action, immunity, estate,
title, interest and lien expressed or intended by this Ordinance to be imposed upon, exercised by
or vested in or conveyed to the Trustee with respect thereto shall be imposed upon, exercisable
by and vested in such separate trustee or co-trustee, but only to the extent necessary to enable
such separate trustee or co-trustee to exercise such powers, rights, trusts and remedies, and every
covenant and obligation necessary to the exercise thereof by such separate trustee or co-trustee
shall run to and be enforceable by either of them. Such separate trustee or co-trustee shall deliver
an instrument in writing acknowledging and accepting its appointment hereunder to the City and
the Trustee.
Should any instrument in writing from the City be required by the separate trustee or co-
trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to it
such properties, rights, powers, trusts, duties and obligations, any and all such instruments in
writing shall, on request, be executed, acknowledged and delivered by the City. If the City shall
fail to deliver the same within 15 days of such request, the Trustee is hereby appointed attorney-
in-fact for the City to execute, acknowledge and deliver such instruments in the City’s name and
stead. In case any separate trustee or co-trustee, or a successor to either, shall die, become
incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties
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and obligations of such separate trustee or co-trustee, so far as permitted by law, shall vest in and
be exercised by the Trustee until the appointment of a new trustee or successor to such separate
trustee or co-trustee.
No trustee hereunder shall be personally liable by reason of any act or omission of any
other trustee hereunder, nor will the act or omission of any trustee hereunder be imputed to any
other trustee.
ARTICLE VIII
Section 8.1. Sale of Bonds.
(a) The Bonds shall be sold at negotiated sale to the Underwriters in accordance with
the terms of this Ordinance, including this Section 8.1(a), provided that all of the conditions set
forth in this Section can be satisfied. As authorized by Chapter 1371, Texas Government Code,
as amended, the Pricing Committee is authorized to act on behalf of the City in selling and
delivering the Bonds and carrying out the other procedures specified in this Ordinance, including
determining whether to acquire bond insurance for the Bonds, the aggregate principal amount of
the Bonds and price at which each of the Bonds will be sold, the designation of series or
subseries of Bonds to be issued, the aggregate principal amount of the Bonds of each Series, if
any, the form in which the Bonds shall be issued, 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 first interest payment date, the initial date from which interest will accrue, the
dates, prices and terms upon and at which the Bonds shall be subject to redemption prior to
maturity at the option of the City and shall be subject to mandatory sinking fund redemption, and
all other matters relating to the issuance, sale and delivery of the Bonds, all of which shall be
specified in the Pricing Certificate; provided that the following conditions can be satisfied:
(i) the Bonds shall not bear interest at a rate greater than the maximum rate
allowed by Chapter 1204, Texas Government Code, as amended; and
(ii) the aggregate principal amount of the Bonds authorized to be issued for
the purposes described in shall not exceed the maximum amount authorized in Section
3.1 hereof ($____________); and
(iii) all such terms and determinations pertaining to the pricing of the Bonds
shall be based on bond market conditions and available interest rates for the Bonds on the
date of the sale of the Bonds, all as set forth in the Pricing Certificate.
(iv) prior to delivery of the Bonds to the Underwriters, the Bonds must have
been rated by a nationally recognized rating agency for municipal securities in one of the
four highest rating categories for long term obligations.
The Pricing Committee is hereby authorized and directed to execute and deliver on behalf
of the City one or more bond purchase contracts (collectively, the “Purchase Contract”),
providing for the sale of the Bonds to the Underwriters, in such form as determined by the
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Pricing Committee. The Pricing Committee is hereby authorized and directed to approve the
final terms and provisions of the Purchase Contract in accordance with the terms of the Pricing
Certificate and this Ordinance, such approval being evidenced by its execution thereof by any
member of the Pricing Committee. With regard to such terms and provisions of said Purchase
Contract, the Pricing Committee is hereby authorized to come to an agreement with the
Underwriters on the following, among other matters:
1. The details of the purchase and sale of the Bonds;

2. The details of the public offering of the Bonds by the Underwriters;
3. The details of an Official Statement (and, if appropriate, any Preliminary Official
Statement) relating to the Bonds and the City’s Rule 15c2-12 compliance;
4. A security deposit for the Bonds;
5. The representations and warranties of the City to the Underwriters;
6. The details of the delivery of, and payment for, the Bonds;
7. The Underwriters’ obligations under the Purchase Contract;
8. The certain conditions to the obligations of the City under the Purchase Contract;
9. Termination of the Purchase Contract;
10. Particular covenants of the City;
11. The survival of representations made in the Purchase Contract ;
12. The payment of any expenses relating to the Purchase Contract ;
13. Notices; and
14. Any and all such other details that are found by the Pricing Committee to be
necessary and advisable for the purchase and sale of the Bonds.
Any member of the Pricing Committee, acting singly, is hereby authorized and directed
to execute said Purchase Contract for and on behalf of the City and as the act and deed of this
City Council.
In addition to any other authority provided under this Ordinance, any member of the
Pricing Committee, acting singly, is hereby further expressly authorized, in connection with the
sale of the Taxable Subseries 2 Bonds and the Taxable Series 2010B Bonds, to make appropriate
irrevocable elections under Section 54AA and Section 6431 of the Code, to designate the
Taxable Subseries 2 Bonds and Taxable Series 2010B Bonds as “build America bonds” (“Build
America Bonds”) to the extent such Taxable Subseries 2 Bonds and Taxable Series 2010B Bonds
are eligible for such designation and the Pricing Committee determines that such designation is
beneficial to the City. In furtherance thereof, any Authorized Officer, is hereby expressly
authorized and empowered to take all actions necessary to obtain any moneys from the Federal
government that may be available to the City if any Taxable Subseries 2 Bonds and Taxable
Series 2010B Bonds are designated as Build America Bonds. Any Authorized Officer is hereby
further expressly authorized and empowered from time to time and at any time to perform all
such acts and things deemed necessary or desirable and to execute and deliver any agreements,
certificates, documents or other instruments, whether or not herein mentioned, to carry out the
terms and provisions of this section, including but not limited to, the preparation and making of
any filings with the Internal Revenue Service.
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The authority granted to the Pricing Committee under this Section 8.01(a) shall expire at
5:00 p.m., _____________, 2010, unless otherwise extended by the City Council by separate
action.
Any finding or determination made by the Pricing Committee relating to the issuance and
sale of the Bonds and the execution of the Bond Purchase Contract in connection therewith shall
have the same force and effect as a finding or determination made by the City Council.
(b) Any member of the Pricing Committee, acting singly, is hereby authorized and
directed to execute and deliver, and the City Secretary is hereby authorized and directed to attest,
one or more bond purchase contracts (collectively, the “Bond Purchase Contract”) which shall be
in the form approved by the Pricing Committee. Upon completion of the terms of the Bond
Purchase Contract in accordance with the terms of the Pricing Certificate and this Ordinance, any
member of the Pricing Committee, acting singly, is authorized and directed to execute such Bond
Purchase Contract on behalf of the City and the Pricing Committee and all other officers, agents
and representatives of the City are hereby authorized to do any and all things necessary or
desirable to satisfy the conditions set out therein and to provide for the issuance and delivery of
the Bonds. The Bonds shall initially be registered in the name of the Representative.
(c) The form and substance of the Preliminary Official Statement and any addenda,
supplement or amendment thereto, are hereby in all respects approved and adopted and is hereby
deemed final as of its date within the meaning and for the purposes of paragraph (b)(1) of Rule
15c2-12 under the Securities Exchange Act of 1934, as amended. The Chief Financial Officer
and City Secretary are hereby authorized and directed to cause to be prepared a final Official
Statement (the “Official Statement”) incorporating applicable pricing information pertaining to
the Bonds, and to execute the same by manual or facsimile signature and deliver appropriate
numbers of executed copies thereof to the Underwriters. The Official Statement as thus
approved, executed and delivered, with such appropriate variations as shall be approved by the
Authorized Officer and the Underwriters, may be used by the Underwriters in the public offering
and sale thereof. The City Secretary is hereby authorized and directed to include and maintain a
copy of the Official Statement and any addenda, supplement or amendment thereto thus
approved among the permanent records of this meeting. The use and distribution of the
Preliminary Official Statement, and the preliminary public offering of the Bonds by the
Underwriters, is hereby ratified, approved and confirmed.
(d) All officers of the City are authorized to execute such documents, certificates and
receipts as they may deem appropriate in order to consummate the delivery of the Bonds in
accordance with the terms of sale therefor including, without limitation, the Purchase Contract.
(e) The obligation of the Underwriters identified in subsection (a) of this Section to
accept delivery of the Bonds is subject to the Underwriters being furnished with the final,
approving opinion of Vinson & Elkins L.L.P., bond counsel for the City, which opinion shall be
dated and delivered the Closing Date.
Section 8.2. Creation of Funds. The creation of the Venue Project Fund (a separate
account held by the City and not part of the Trust Estate) by the City pursuant to the Venue
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Project Fund Resolution is hereby confirmed, and the City hereby establishes the following
additional special funds or accounts:
(i) 7% Hotel Occupancy Tax Fund
(ii) 2010A & 2010B Revenue Fund;
(A) 2% Hotel Tax Account
(B) City Taxes Account
(C) State Taxes Account
(D) 7% Hotel Tax Account
(E) Federal Subsidy Account
(iii) 2010A Debt Service Fund;
(A) Subseries 1 Account
(1) Subseries 1 Capitalized Interest Account
(2) 2% Hotel Tax Account Sub-account
(3) City Taxes Account Sub-account
(4) State Taxes Account Sub-account
(6) Federal Subsidy Account Sub-account
(B) Subseries 2 Account
(1) Subseries 2 Capitalized Interest Account
(iv) 2010A Debt Service Reserve Fund;
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(v) 2010B Debt Service Fund
(A) 2010B Capitalized Interest Account
(B) 2% Hotel Tax Account
(C) City Taxes Account
(D) State Taxes Account
(E) 7% Hotel Tax Account
(F) Federal Subsidy Account
(vi) 2010B Debt Service Reserve Fund
(vii) Administrative Expense Fund
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(C) Series 2010B Account
(viii) 2010A Project Fund;
(A) Subseries 1 Project Account
(B) Subseries 2 Project Account
(ix) 2010B Project Fund
(x) 2010A & 2010B Contingency Reserve
(A) 2% Hotel Tax Account Sub-account
(xi) 2010A & 2010B Surplus Fund
(A) 2% Hotel Tax Account Sub-account
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(xii) Costs of Issuance Fund;
(xiii) Redemption Fund
(xiv) Rebate Fund
Section 8.3. Flow of Funds of the 2% Hotel Tax.
All 2% Hotel Tax Revenues received by the City shall be deposited to the 2% Hotel Tax
Account of the Venue Project Fund, which fund and its accounts are held by the City pursuant to
Chapter 334, Local Government Code and is not part of the Trust Estate. The City shall then
allocate such revenues in the following priority;
First, to the 2% Hotel Tax Account of the 2010A & 2010B Revenue Fund in the amount
provided in Section 8.8;
Second, to the 2% Hotel Tax Sub-Account of the Subseries 1 Account and Subseries 2
Account of the 2010A Debt Service Fund, on a pro rata basis, to pay Debt Service on the Tax-
Exempt Subseries 1 and Taxable Subseries 2 Bonds, when issued as authorized by this
Ordinance;
Third, to the 2% Hotel Tax Sub-Account of the Subseries 1 Account and Subseries 2
Account of the 2010A Debt Service Reserve Fund, on a pro rata basis, for the Series 2010A
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Bonds until the Subseries 1 Debt Service Reserve Fund Requirement and the Subseries 2 Debt
Service Reserve Fund Requirement are met;
Fourth, to the 2% Hotel Tax Account of the of the 2010B Debt Service Fund to pay Debt
Service on the Taxable Series 2010B Bonds.
Fifth, to the 2% Hotel Tax Account of the 2010B Debt Service Reserve Fund for the
Taxable Series 2010B Bonds until the Series 2010B Debt Service Reserve Fund Requirement for
the Taxable Series 2010B Bonds is met;
Sixth, to the 2% Hotel Tax Sub-Account of the Subseries 1 Account, Subseries 2 Account
and 2010B Account of the Administrative Expenses Fund, on a pro rata basis, in amounts
necessary to pay the Administrative Expenses, on a quarterly basis, of which the City has
received 30-day actual notice;
Seventh, to the 2% Hotel Tax Account of the 2010A & 2010B Contingency Reserve until
the Contingency Reserve Requirement is met.
Eighth, to the Revenue Reserve Account of the 2010A & 2010B Surplus Fund, until the
Surplus Fund Requirement is met.
Ninth, to the 2010C Revenue Fund in an amount necessary to pay any Debt Service
shortfall on the Series 2010C Bonds.
Tenth, to the Capital Improvement Reserve Account of the 2010A & 2010B Surplus
Fund until the Capital Improvement Reserve Requirement is met.
Eleventh, to the 2% Hotel Tax Accountof the 2010A & 2010B Surplus Fund for: a) the
payment of Debt Service on the Series 2010A, Taxable Series 2010B or Series 2010C Bonds, b)
for the redemption of Bonds, or c)to the City for any lawful purpose, as directed by the City
pursuant to a Letter of Instructions..
Section 8.4. Flow of States Sales Tax, State EC Hotel Tax and State EC Mixed
Beverage Tax – State Portion. All State EC Sales Tax Revenues, State EC Hotel Tax and State
Mixed Beverage Tax Revenues – State Portion which are received by the City pursuant to
Chapter 351 shall be part of the Trust Estate and shall be allocated in the following priority:
First, to the State Taxes Account of the 2010A & 2010B Revenue Fund in the amount
Second, to the State Taxes Sub-Account of the Subseries 1 Account and Subseries 2
Ordinance;
Third, to the State Taxes Sub-Account of the Subseries 1 Account and Subseries 2
Account of the 2010A Debt Service Reserve Fund, on a pro rata basis, until the Subseries 1 Debt
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Service Reserve Fund Requirement and Subseries 1 Debt Service Reserve Fund Requirement
and the Subseries 2 Debt Service Reserve Fund Requirement are met;
Fourth, to the State Taxes Account of the 2010B Debt Service Fund to pay Debt Service
on the Taxable Series 2010B Bonds.
Fifth, to the State Taxes Account of the 2010B Debt Service Reserve Fund for the
Taxable Series 2010B Bonds until the Series 2010B Debt Service Reserve Fund Requirement is
met;
Sixth, to the State Taxes Sub-Account of the Subseries 1 Account, Subseries 2 Account
and Series 2010B Account of the Administrative Expenses Fund, on a pro rata basis, in an
amount necessary to pay the Administrative Expenses, on a quarterly basis, of which the City has
received 30-day actual notice;
Seventh, to the State Taxes Account of the 2010A & 2010B Contingency Reserve until
Ninth, to the Revenue Fund for the Series 2010C Bonds to pay any shortfall in Debt
Service on the Series 2010C Bonds.
Tenth, to the City for reimbursement of the 7% Tax Revenues transferred pursuant to
Section 8.8 herein.
Tenth, to the Maintenance and Operations Account of the 2010C Surplus Fund until the
Maintenance and Operations Balance is met.
Eleventh, to the City for any lawful use in an amount equal to $1,500,000 (net of any
transfers made to the Maintenance and Operations Account of the 2010C Surplus Fund).
Twelfth, to the State Taxes Account of the 2010A & 2010B Surplus Fund for: a) the
for the redemption of Bonds, or c) to the City for any lawful purpose, as directed by the City
pursuant to a Letter of Instructions.
Section 8.5. Flow of City EC Sales Tax and State EC Mixed Beverage Tax – City
Portion. All City EC Sales Tax and State EC Mixed Beverage Tax – City Portion revenues
which are received by the City pursuant to Chapter 351 shall be part of the Trust Estate and
shall be allocated in the following priority:
First, to the City Taxes Account of the 2010A & 2010B Revenue Fund in the amount
Second, to the City Taxes Sub-Account of the Subseries 1 Account and Subseries 2
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Ordinance;
Third, to the City Taxes Sub-Account of the Subseries 1 Account and Subseries 2
Account of the 2010A Debt Service Reserve Fund, on a pro rata basis, until the Subseries 1 Debt
Service Reserve Fund Requirement and the Subseries 2 Debt Service Reserve Fund Requirement
are met;
Fourth, to the City Taxes Account of the 2010B Debt Service Fund to pay Debt Service
on the Taxable Series 2010B Bonds.
Fifth, to the State Taxes Account of the 2010B Debt Service Reserve Fund for the
met;
Sixth, to the City Taxes Sub-Account of the Subseries 1 Account, Subseries 2 Account
and Series 2010B Account of the Administrative Expenses Fund in an amount necessary to pay
the Administrative Expenses, on a quarterly basis, of which the City has received 30-day actual
notice;
Seventh, to the City Taxes Account of the 2010A & 2010B Contingency Reserve until
Eighth, to the Revenue Reserve Account of the 2010A & 2010B Surplus Fund until the
Tenth, to the City Taxes Account of the 2010A & 2010B Surplus Fund for: a) the
pursuant to a Letter of Instructions..
Section 8.6. Flow of Federal Subsidy. All Federal Subsidy revenues which are
received by the City shall be part of the Trust Estate and shall be allocated in the following
priority:
First, to the Federal Subsidy Account of the 2010A & 2010B Revenue Fund in the
amount provided in Section 8.8;
Second, to the Federal Subsidy Sub-Account of the Subseries 1 Account and Subseries 2
Account of the 2010A Debt Service Fund, to pay Debt Service on the Tax-Exempt Subseries 1
and Taxable Subseries 2 Bonds, when issued as authorized by this Ordinance;
Third, to the Federal Subsidy Sub-Account of the Subseries 1 Account and Subseries 1
Account of the 2010A Debt Service Reserve Fund for until the Subseries 1 Debt Service Reserve
Fund Requirement and the Subseries 2 Debt Service Reserve Fund Requirement are met;
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Fourth, to the Federal Subsidy Account of the 2010B Debt Service Fund to pay Debt
Service on the Taxable Series 2010B Bonds.
Fifth, to the Federal Subsidy Account of the 2010B Debt Service Reserve Fund for the
met;
Sixth, to the Federal Subsidy Sub-Account of the Subseries 1 Account, Subseries 2
Account and 2010B Account of the Administrative Expenses Fund in an amount necessary to
pay the Administrative Expenses, on a quarterly basis, of which the City has received 30-day
actual notice;
Seventh, to the Federal Subsidy Account of the 2010A & 2010B Contingency Reserve
until the Contingency Reserve Requirement is met.
Tenth, to the Federal Subsidy Account of the 2010A & 2010B Surplus Fund for: a) the
pursuant to a Letter of Instructions.
Section 8.7. 7% Hotel Occupancy Tax Fund.
(a) On each 7% Quarterly Payment Date in each Certificate Year, which began with
the February 15, 2009 Quarterly Payment Date, the City transfers 2/7 of the 7% Quarterly
Payment plus additional 7% Hotel Revenues in the amount of $157,000.00 (collectively, the
“2/7”) to the Trustee for deposit to the Chapter 351 Hotel Occupancy Tax Fund for the purpose
of saving such funds for the payment of Debt Service on the Parity Certificates in the subsequent
Certificate Year. The remaining 5/7 of the 7% Quarterly Payment minus $157,000.00
(collectively, the “5/7”) received by the City is retained by the City and used for any lawful
purpose pursuant to the Ordinance authorizing the Parity Certificates.
(b) On the Business Day following the Quarterly Payment Date on August 15 of each
Certificate Year, which began with Quarterly Payment on August 15, 2009, the Trustee
calculates the amount on deposit in the Chapter 351 Hotel Occupancy Tax Fund. Such funds are
used to pay Debt Service on the Parity Certificates and Debt Service on the Bonds, if necessary,
pursuant to 8.8 below. Pursuant to the Ordinance authorizing the Parity Certificates, the City has
the option to assess an ad valorem tax to pay Debt Service on the Parity Certificates in an amount
that would allow for up to all of the funds in the Chapter 351 Hotel Occupancy Tax Fund to be
available to pay Debt Service on the Bonds, pursuant to 8.8 below.
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Section 8.8. Series 2010A & 2010B Revenue Fund.
(a) On each Quarterly Payment Date in each Bond Year, beginning with the
February 15, 2011 Quarterly Payment Date, the City shall transfer all of the 2% Quarterly
Payment to the Trustee for deposit to the Series 2010A & 2010B Revenue Fund for the purpose
of saving such funds for the payment of Debt Service on the Series 2010A Bonds and Taxable
Series 2010B Bonds in the subsequent Bond Year.
(b) Upon receipt thereof, the City shall transfer all of the State EC Sales Tax, State
EC Hotel Tax and State EC Mixed Beverage Tax – State Portion to the Trustee for deposit to the
Series 2010A & 2010B Revenue Fund for the purpose of saving such funds for the payment of
Debt Service on the Series 2010A Bonds and Taxable Series 2010B Bonds in the subsequent
Bond Year.
(c) Upon receipt thereof, the City shall transfer all of the City EC Sales Tax and State
EC Mixed Beverage Tax – City Portion to the Trustee for deposit to the Series 2010A & 2010B
Revenue Fund for the purpose of saving such funds for the payment of Debt Service on the
Series 2010A Bonds and Taxable Series 2010B Bonds in the subsequent Bond Year.
(d) The Federal Subsidy shall be deposited to the 2010A & 2010B Revenue Fund
when and as received by the City for the purpose of paying Debt Service on the Bonds.
(e) On the Business Day following the Quarterly Payment Date on August 15 of each
Bond Year, beginning with Quarterly Payment on August 15, 2011, the Trustee shall calculate
the amount on deposit in the Series 2010A & 2010B Revenue Fund.
(f) After the calculation in (e) above, if the Trustee determines that the combined
amount on deposit in the Series 2010A & 2010B Revenue Fund, the 2010A & 2010B
Contingency Fund and the 2010A & 2010B Surplus Fund, taking into account any amounts then
on deposit in the Series 2010A & 2010B Revenue Fund, including revenues on deposit from the
State EC Sales Tax, State EC Hotel Tax, State EC Mixed Beverage Tax – State Portion, State EC
Mixed Beverage Tax – City Portion, City EC Sales Tax and the Federal Subsidy, and investment
earnings actually realized (including accrued interest and amortization of original issue discount
or premium) and money deposited in the 2010A Debt Service Fund and 2010B Debt Service
Fund from the proceeds of the Bonds, if any (with respect to the payment of Debt Service on the
Bonds), is not sufficient to pay Debt Service on the Series 2010A Bonds and Taxable Series
2010B Bonds in the subsequent Bond Year, then the Trustee shall notify the City of the amount
of the deficit in the Series 2010A & 2010B Revenue Fund.
(g) Upon the Trustee’s notification in (f) above, the Trustee shall transfer all amounts
in the Series 2010A & 2010B Revenue Fund to the 2010A Debt Service Fund first, pursuant to th
flow of funds above, for the payment of Debt Service on the Series 2010A Bonds, and then to the
2010B Debt Service Fund for the payment of Debt Service on the Taxable Series 2010B Bonds
for the next Bond Year.
(h) If the transfers in (g) are not sufficient to pay Debt Service on both the Series
2010A Bonds and the Taxable Series 2010B Bonds, then the Trustee shall then transfer amounts
from the 2010A & 2010B Contingency Reserve first to the Subseries 1 Account and Subseries 2
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Account, of the 2010A Debt Service Fund, on a pro rata basis, in an amount necessary to pay
Debt Service on the Tax-Exempt Subseries 1 Bonds and Taxable Subseries 2 Bonds, respectively
and then to the 2010B Debt Service Fund to pay Debt Service on the Taxable Series 2010B
Bonds. Amounts transferred to the 2010A Debt Service Fund from the 2010A & 2010B
Contingency Reserve shall be transferred first from the 2% Hotel Tax Sub-Account of the
Subseries 1 Account and Subseries 2 Account, and then, on a pro rata basis, from the City Taxes
Sub-Account and the State Taxes Sub-Account of the Subseries 1 Account and Subseries 2
Account, and finally from the Federal Subsidy Sub-Account of the Subseries 1 Account and
Subseries 2 Account. Amounts transferred to the 2010B Debt Service Fund from the 2010A &
2010B Contingency Reserve shall be transferred first from the 2% Hotel Tax Account and then,
from the City Taxes Account and the State Taxes Account, on a pro rata basis, and finally from
the Federal Subsidy Account. Any amounts on deposit in the 2010B Debt Service Fund
subsequent to these transfers that are not sufficient to fully pay the Debt Service due on the
Taxable Series 2010B Bonds, shall be used to pay interest coming due and payable on the
Taxable Series 2010B Bonds in the next Bond Year.
(i) After the transfer in (h) above, if there are still insufficient funds in the 2010A
Debt Service Fund and the 2010B Debt Service Fund to pay Debt Service on the Series 2010A
Bonds and the Taxable Series 2010B Bonds, then the Trustee shall transfer amounts from the
Revenue Reserve Account or from the 2% Hotel Tax Account, the City Taxes Account, the State
Taxes Account or the Federal Subsidy Account of the 2010A & 2010B Surplus Fund, as directed
by the City in a Letter of Instructions, in an amount necessary to pay Debt Service on the Series
2010A Bonds first and then to pay Debt Service on the Taxable Series 2010B Bonds in the next
Bond Year.
(j) After the transfers made above, the principal amount of the Taxable Series 2010B
Bonds the payment of which has not been provided for by the transfers made above, shall be
amortized pro rata over the maturities of the Taxable Series 2010B Bonds that remain
Outstanding, beginning with the next Bond Year. Notwithstanding the above, if, in any Bond
Year, there are sufficient revenues on deposit in the 2010B Debt Service Fund (after the transfers
above) to pay all interest due and payable on the Taxable Series 2010B Bonds in the subsequent
Bond Year, and there are also sufficient revenues to pay a portion, but not all of the principal
coming due on the Taxable Series 2010B Bonds in the subsequent Bond Year, the City shall pay
for a portion of the principal coming due on the Taxable Series 2010B Bonds in the next Bond
Year, as funds are available, and then amortize the unpaid principal coming due on the Taxable
Series 2010B Bonds in the next Bond Year. Bonds selected for payment of this principal shall
be selected by lot by the Trustee.
(k) If, after the transfers above, there are still insufficient funds in the 2010A Debt
Service Fund and the 2010B Debt Service Fund to pay Debt Service on the Series 2010A and the
interest due and payable on the Taxable Series 2010B Bonds, then depending on the City’s
instruction to the Trustee regarding the payment of Debt Service on the Parity Certificates
(which instruction shall be within 15 days of the notification pursuant to the ordinance
authorizing the Parity Certificates), the Trustee shall take the following actions:
(i) If the City elects to levy an ad valorem tax to cover the entirety of the
Debt Service on the Parity Certificates in the subsequent Certificate Year, then all
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amounts held in the 7% Hotel Occupancy Tax Fund shall be transferred to the 7% Hotel
Tax Account of the 2010A Debt Service Fund first and then the 7% Hotel Tax Account
of the 2010B Debt Service Fund for payment of the Series 2010A Bonds and the interest
coming due on the Taxable Series 2010B Bonds in the next Bond Year. The City shall
not be authorized to levy an ad valorem tax to pay any Debt Service on the Series 2010A
or Taxable Series 2010B Bonds.
(A) If, after the transfers made pursuant to (k)(i), there remains a Debt
Service shortfall on the Debt Service for the Series 2010A Bonds and on the
payment of interest coming due on the Taxable Series 2010B Bonds, the Trustee
shall transfer from the 5/7 of the 7% Quarterly Payment (the “5/7”) on the next
Quarterly Payment Date and each subsequent Quarterly Payment Date, if
necessary, amounts sufficient to cover any remaining Debt Service shortfall on
the Series 2010A Bonds and shortfall in the payment of interest due and payable
on the Taxable Series 2010B Bonds in the current Bond Year, to the 7% Hotel
Tax Account of the 2010A Debt Service Fund first, and then to the 7% Hotel Tax
Account of the 2010B Debt Service Fund for the payment of the Debt Service
shortfall on the Series 2010A Bonds and shortfall in the payment of interest due
and payable on the Taxable Series 2010B Bonds in the current Bond Year.
(ii) If the City elects to levy an ad valorem tax to cover less than the entirety
of the Debt Service on the Parity Certificates for the next Certificate Year, then the
Trustee shall calculate any remaining Debt Service shortfall on the Parity Certificates
after the application of the ad valorem tax revenues and shall transfer amounts held in the
7% Hotel Occupancy Tax Fund on a pro rata basis to the Parity Certificates and the 7%
Hotel Tax Account of the Series 2010A Bonds in amounts necessary to cover the Debt
Service shortfall on the Parity Certificates and the Series 2010A Bonds in the next
Obligation Year, and then to the 7% Hotel Tax Account of the Series 2010B Debt Service
Fund in an amount necessary to cover the shortfall in the payment of interest coming due
on the Series 2010B Bonds in the current Bond year.
(A) If, after the transfers made pursuant to (k)(ii), there remains a Debt
Service shortfall on the Debt Service for the Parity Certificates and the Series
2010A Bonds and in the payment of interest due on the Taxable Series 2010B
Bonds, the Trustee shall transfer from the 5/7 of the 7% Quarterly Payment on the
next Quarterly Payment Date and each subsequent Quarterly Payment Date, if
necessary, amounts sufficient to cover any remaining Debt Service shortfall on
the Parity Certificates and the Series 2010A Bonds in the current Obligation Year
to the Debt Service fund for the Parity Certificates and to the 7% Hotel Tax
Account of the 2010A Debt Service Fund, on a pro rata basis, and then to the 7%
Hotel Tax Account of the 2010B Debt Service Fund for the payment of interest
coming due on the Taxable Series 2010B Bonds in the current Bond Year.
(l) If the Trustee determines that, on any Quarterly Payment Date, amounts on
deposit in the Series 2010A & 2010B Revenue Fund are sufficient to pay Debt Service on the
Series 2010A Bonds and Taxable Series 2010B Bonds in the next Bond Year, the Trustee shall
allocate the remaining amount of the 2% Hotel Tax, State EC Sales Tax, State EC Hotel Tax,
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State EC Mixed Beverage Tax – State Portion, State EC Mixed Beverage Tax – City Portion and
City EC Sales Tax held pursuant to section (a) above, according to the priorities listed in
Sections 8.3, 8.4 and 8.5 above.
(m) Upon the occurrence of the release of all or a portion of the 2% Hotel Tax, State
EC Sales Tax, State EC Mixed Beverage Tax – State Portion, State EC Hotel Tax, State EC
Mixed Beverage Tax – City Portion and City EC Sales Tax pursuant to (l) above, the Trustee
shall not begin transfers pursuant to (a) above until the first Quarterly Payment Date of the
subsequent Bond Year.
(n) Moneys in the Subseries 1 Sub-Account and Subseries 2 Sub-Account of the

2010A Capitalized Interest Account and 2010B Capitalized Interest Account shall be used for
the payment of interest on the Tax-Exempt Subseries 1 Bonds and the Taxable Subseries 2
Bonds and 2010B Bonds, respectively, on the following dates and in the following amounts:
Date Amount
(o) Any amounts on deposit to the Subseries 1 Sub-Account and Subseries 2 Sub-
Account of the 2010A Capitalized Interest Account and 2010B Capitalized Interest Account after
the payment of interest on the dates and in the amounts listed shall remain in the Subseries 1
Account and Subseries 2 Account of the 2010A Debt Service Fund and the 2010B Debt Service
Fund, respectively, and the 2010A Capitalized Interest Account and 2010B Capitalized Interest
Account shall be closed.
Section 8.9. 2010A Debt Service Fund.
(a) Money on deposit in the Subseries 1 Account of the 2010A Debt Service Fund
shall be used to pay the principal of and interest on the Tax-Exempt Subseries 1 Bonds as such
become due and payable
(b) Money on deposit in the Subseries 2 Account of the 2010A Debt Service Fund
shall be used to pay the principal of and interest on the Taxable Subseries 2 Bonds as such
become due and payable
(c) From time to time as needed to pay the obligations relating to the Bonds, but no
later than five (5) Business Days before each Interest Payment Date, the Trustee shall withdraw
funds from Subseries 1 Account and Subseries 2 Account of the 2010A Debt Service Fund
amounts sufficient to pay Debt Service on the Tax-Exempt Subseries 1 Bonds and the Taxable
Subseries 2 Bonds, respectively.
(d) If, after the foregoing transfers, there are insufficient funds to make the payments
provided in (a) above, the Trustee shall apply the available funds in the Subseries 1 Account and
Subseries 2 Account of 2010A Debt Service Fund first to the payment of interest, then to the
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payment of principal (including any Sinking Fund Installments) of the Tax-Exempt Subseries 1
Bonds and the Taxable Subseries 2 Bonds, respectively.
Section 8.10. 2010B Debt Service Fund.
(a) Money on deposit in the 2010B Debt Service Fund shall be used to pay the
principal of and interest on the Taxable Series 2010B Bonds as such become due and payable
(b) From time to time as needed to pay the obligations relating to the Bonds, but no
funds from 2010B Debt Service Fund amounts sufficient to pay Debt Service on the Taxable
Series 2010B Bonds. Such amounts shall be drawn first from the 2% Hotel Tax Account and
then from the State Taxes Account, the City Taxes Account, the 7% Hotel Tax Account and the
Federal Subsidy Account on a pro rata basis.
(c) If, after the foregoing transfers, there are insufficient funds to make the payments
provided in (a) above, the Trustee shall apply the available funds in the 2010B Debt Service
Fund first to the payment of interest, then to the payment of principal (including any Sinking
Fund Installments).
Section 8.11. 2010A Debt Service Reserve Fund.
(a) All amounts deposited into the Subseries 1 Account and Subseries 2 Account of
the 2010A Debt Service Reserve Fund shall be used for the purpose of making transfers to the
Subseries 1 Account and Subseries 2 Account of the 2010A Debt Service Fund, respectively, to
pay Debt Service on the Series 2010A Bonds in the event of any deficiency in the Subseries 1
Account or Subseries 2 Account of the 2010A Debt Service Fund.
(b) If, after transfers made pursuant to Sections 8.8, 8.12 and 8.13 on any Interest
Payment Date, there are insufficient funds in the Subseries 1 Account of the 2010A Debt Service
Fund to pay Debt Service on the Tax-Exempt Subseries 1 Bonds, the Trustee shall withdraw
from the Subseries 1 Account of the 2010A Debt Service Reserve Fund an amount necessary to
pay Debt Service on the Tax-Exempt Subseries 1 Bonds.
(c) . If, after transfers made pursuant to Sections 8.8, 8.12 and 8.13 on any Interest
Payment Date, there are insufficient funds in the Subseries 2 Account of the 2010A Debt Service
Fund to pay Debt Service on the Taxable Subseries 2 Bonds, the Trustee shall withdraw from the
Subseries 2 Account of the 2010A Debt Service Reserve Fund an amount necessary to pay Debt
Service on the Taxable Subseries 2 Bonds
(d) If, after a 2010A Debt Service Reserve Fund withdrawal pursuant to paragraph
(b) above, the amount on deposit in the Subseries 1 Account of the 2010A Debt Service Reserve
Fund is less than the Subseries 1 Debt Service Reserve Fund Requirement, the Trustee shall
transfer from the 2010A & 2010B Revenue Fund the amount of such deficiency pursuant to the
flow of funds above on the 5th Business Day after each Quarterly Payment Date in equal
amounts sufficient to restore the amount on deposit in the Subseries 1 Account of the 2010A
Debt Service Reserve Fund to the Subseries 1 Debt Service Reserve Fund Requirement over 24
months, (the “Replenishment Period”). Such funds shall be transferred first from the 2% Hotel
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Tax Account, and then, on a pro rata basis, from the State Taxes Account and City Taxes
Account, and last from the Federal Subsidy Account. If there are insufficient funds from in the
2010A & 2010B Revenue Fund accounts as described above to make such payments to restore
the Subseries 1 Debt Service Reserve Fund Requirement on each 5th Business Day after each
Quarterly Payment Date, then the City shall draw from the 5/7 from each 7% Quarterly Payment
in equal amounts necessary to replenish the amount in the Subseries 1 Account of the 2010A
Debt Service Reserve Fund to the Subseries 1 Debt Service Reserve Fund Requirement during
the Replenishment Period. Such amounts drawn from the 5/7 shall be transferred to the Trustee
for deposit to the Subseries 1 Account of the 2010A Debt Service Reserve Fund.
(e) If, after a 2010A Debt Service Reserve Fund withdrawal pursuant to paragraph (c)
above, the amount on deposit in the Subseries 2 Account of the 2010A Debt Service Reserve
Fund is less than the Subseries 2 Debt Service Reserve Fund Requirement, the Trustee shall
transfer from the 2010A & 2010B Revenue Fund the amount of such deficiency pursuant to the
flow of funds above on the 5th Business Day after each Quarterly Payment Date in equal
amounts sufficient to restore the amount on deposit in the Subseries 2 Account of the 2010A
Debt Service Reserve Fund to the Subseries 2 Debt Service Reserve Fund Requirement over 24
months (the “Replenishment Period”). Such funds shall be transferred first from the 2% Hotel
Tax Account, and then, on a pro rata basis, from the State Taxes Account and City Taxes
Account, and last from the Federal Subsidy Account. If there are insufficient funds from in the
2010A & 2010B Revenue Fund accounts as described above to make such payments to restore
the 2010A Debt Service Reserve Fund Requirement on each 5th Business Day after each
Quarterly Payment Date, then the City shall draw from the 5/7 from each 7% Quarterly Payment
in amounts necessary to replenish the amount in the Subseries 2 Account of the 2010A Debt
Service Reserve Fund to the Subseries 2 Debt Service Reserve Fund Requirement during the
Replenishment Period. Such amounts drawn from the 5/7 shall be transferred to the Trustee for
deposit to the Subseries 2 Account of the 2010A Debt Service Reserve Fund.
Section 8.12. 2010B Debt Service Reserve Fund.
(a) All amounts deposited into the 2010B Debt Service Reserve Fund shall be used
for the purpose of making transfers to the 2010B Debt Service Fund to pay Debt Service on the
Taxable Series 2010B Bonds in the event of any deficiency in the 2010A Debt Service Fund.
(b) If, after transfers made pursuant to Sections 8.8, 8.12 and 8.13, on any Interest
Payment Date, there are insufficient funds in the 2010B Debt Service Fund to pay interest due
and payable on the Taxable Series 2010B Bonds and to pay any principal due (taking into
account any deferral of principal pursuant to Section 8.8), the Trustee shall withdraw from the
2010B Debt Service Reserve Fund an amount necessary to pay interest due and payable on the
Taxable Series 2010B Bonds and to pay any principal due (taking into account any deferral of
principal pursuant to Section 8.8) on the Taxable Series 2010B Bonds. If there are insufficient
funds in the 2010B Debt Service Reserve Fund to pay interest due and payable on the Taxable
Series 2010B Bonds and to pay any principal due (taking into account any deferral of principal
pursuant to Section 8.8) on the Taxable Series 2010B Bonds, then the amount available in the
2010B Debt Service Reserve Fund shall be transferred to the 2010B Debt Service Fund and used
to pay pay interest due and payable on the Taxable Series 2010B Bonds and to pay any principal
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due (taking into account any deferral of principal pursuant to Section 8.8) on the Taxable Series
2010B Bonds.
(c) If, after a 2010B Debt Service Reserve Fund withdrawal pursuant to paragraph (b)
above, the amount on deposit in the 2010B Debt Service Reserve Fund is less than the 2010B
Debt Service Reserve Fund Requirement, the Trustee shall transfer from the 2010A & 2010B
Revenue Fund the amount of such deficiency pursuant to the flow of funds above on the August
15th Quarterly Payment Date in amounts sufficient to restore the amount on deposit in the 2010B
Debt Service Reserve Fund to the 2010B Debt Service Reserve Fund Requirement over 24
months (the “Replenishment Period”). If there are insufficient funds from in the 2010A &
2010B Revenue Fund to make such payments to restore the 2010B Debt Service Reserve Fund
Requirement on the August 15th Quarterly Payment Date each year, then the City shall draw
from the 5/7 from each the August 15th Quarterly Payment in amounts necessary to replenish the
amount in the 2010A Debt Service Reserve Fund to the 2010B Debt Service Reserve Fund
Requirement during the Replenishment Period. Such amounts drawn from the 5/7 shall be
transferred to the Trustee for deposit to the 2010B Debt Service Reserve Fund.
Section 8.13. Series 2010A & 2010B Contingency Reserve.
(a) Money in the 2010A & 2010B Contingency Reserve shall be used to pay Debt
Service on the Series 2010A Bonds and Taxable Series 2010B Bonds.
(b) If, on any Interest Payment Date, there are insufficient funds in the 2010A Debt
Service Fund or the 2010B Debt Service Fund to pay Debt Service on the Series 2010A and
Taxable Series 2010B Bonds, respectively, the Trustee shall withdraw from the 2010A & 2010B
Contingency Reserve an amount necessary to pay Debt Service on the Series 2010A first, on a
pro rata basis between the Tax-Exempt Subseries 1 and Taxable Subseries 2 Bonds, and then to
to pay Debt Service on the Taxable Series 2010B Bonds. Amounts drawn from the 2010A &
2010B Contingency Reserve shall be drawn first from the 2% Hotel Tax Account and then, on a
pro rata basis, from the State Taxes Account, and City Taxes Account and last, from the Federal
Subsidy Account of the 2010A & 2010B Contingency Reserve basis.
(c) If there are insufficient funds in the 2010A & 2010B Contingency Reserve for the
payment of Debt Service on the Series 2010A Bonds and Taxable Series 2010B Bonds, the
Trustee shall transfer whatever funds are available in the 2010A & 2010B Contingency Reserve
to the Subseries 1 Account and Subseries 2 Account of the 2010A Debt Service Fund, on a pro
rata basis first, and then to the 2010B Debt Service Fund. The Trustee shall then transfer funds
from the 2010A & 2010B Surplus Fund amounts needed to pay Debt Service on the 2010A
Bonds first (on a pro rata basis between the Tax-Exempt Subseries 1 and Taxable Subseries 1
Bonds)and then to pay Debt Service on the Taxable Series 2010B Bonds pursuant to 8.14 below.
(d) If there are insufficient funds in the 2010A & 2010B Surplus Fund, for the
payment of Debt Service on the Series 2010A Bonds and Taxable Series 2010B Bonds, then the
Trustee shall then transfer amounts needed to pay Debt Service on the Tax-Exempt Subseries 1
Bonds and the Taxable Subseries 2 Bonds and the interest due on the Taxable Series 2010B
Bonds from the Subseries 1 Account and the Subseries 2 Account, respectively, of the 2010A
Debt Service Reserve Fund and from the 2010B Debt Service Reserve fund for the payment of
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Debt Service on the Tax-Exempt Subseries 1 Bonds and the Taxable Subseries 2 Bonds and the
payment of interest coming due on the Taxable Series 2010B Bonds, respectively, pursuant to
Sections 8.11 and 8.12 above.
(e) If, after a withdrawal from the 2010A & 2010B Contingency Reserve pursuant to
the provisions above, the amount on deposit in the 2010A & 2010B Contingency Reserve is less
than the Contingency Reserve Requirement, pursuant to a Letter of Instructions from the City,
the Trustee shall transfer either: 1) from the 2% Hotel Tax Account of 2010A & 2010B Surplus
Fund first, and then, on a pro rata basis, from the City Taxes Account and State Taxes Account,
and finally from the Federal Subsidy Account of the 2010A & 2010B Surplus Fund, or 2) from
the Revenue Reserve Account of the 2010A & 2010B Surplus Fund, an amount of such
deficiency on the August 15th Quarterly Payment Date. If there are insufficient revenues in the
2% Hotel Tax Account, City Taxes Account, State Taxes Account, and Federal Subsidy Account
of the 2010A & 2010B Surplus Fund or in the Revenue Reserve Account of the 2010A & 2010B
Surplus Fund to meet such deficiency, the Trustee shall transfer funds from the Series 2010A &
2010B Revenue Fund pursuant to the flow of funds set forth above to meet the Contingency
Reserve Requirement.
(f) Funds on deposit in the 2010A & 2010B Contingency Fund shall be invested at
not more than the lowest yield on the Bonds or the Series 2010B Bonds.
Section 8.14. 2010A & 2010B Surplus Fund.
(a) Subject to the flow of funds in Section 8.3, any remaining 2% Hotel Tax revenues
shall be deposited to the Revenue Reserve Account of the 2010A & 2010B Surplus Fund until
the amount of funds in the Revenue Reserve Account, including deposits made pursuant to (b)
and (c) below, equals $5,000,000.
(i) Once the Revenue Reserve Account contains a balance of at least

$5,000,000, 2% Hotel Tax revenues shall be deposited to the 2% Hotel Tax Account of
the 2010A & 2010B Surplus Fund and shall be used for the payment of any Debt Service
shortfalls on the Series 2010A first, then the Taxable Series 2010B and then the Series
2010C Bonds.
(ii) Funds remaining after any transfers pursuant to (i) above shall be
deposited to the Capital Improvement Reserve Account of the 2010A & 2010B Surplus
Fund in an amount needed in order for the Capital Improvement Reserve Account to
contain the Capital Improvement Reserve Requirement.
(A) Funds in the Capital Improvement Reserve Account shall be used

for capital improvement costs of the Entertainment Center. Disbursements from
the Capital Improvement Reserve Account to pay Actual Costs of capital
improvements shall be made by the Trustee upon receipt by the Trustee of a
properly executed and completed Payment Request in substantially the form
attached hereto as Exhibit B.
(iii) Any remaining 2% Hotel Tax revenues shall be transferred to the 2%

Hotel Tax Account of the 2010A & 2010B Surplus Fund. Funds on deposit in the 2%
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Hotel Tax Account, after the transfers above, may be used to redeem Bonds, pay debt
service on the Bonds or the Series 2010C Bonds, or may be transferred to the City for any
lawful purpose, pursuant to a Letter of Instructions from the City.
(b) Subject to the flow of funds in Section 8.4, State EC Sales Tax Revenue, State EC
Hotel Tax Revenue and State EC Mixed Beverage Tax – State Portion revenues shall be
deposited to the Revenue Reserve Account of the 2010A & 2010B Surplus Fund until the
amount of funds in the Revenue Reserve Account, including deposits made pursuant to (a) and
(c) herein, equals $5,000,000.
(i) Once the Revenue Reserve Account contains a balance of at least

$5,000,000, State EC Sales Tax, State EC Hotel Tax and State EC Mixed Beverage Tax –
State Portion revenues shall be deposited to the State Taxes Account of the 2010A &
2010B Surplus Fund and shall be used for the payment of any Debt Service shortfalls on
the Series 2010A first, then the Taxable Series 2010B and then the Series 2010C Bonds
(ii) Any remaining State EC Sales Tax, State EC Hotel Tax and State EC
Mixed Beverage Tax – State Portion revenues shall then be transferred to the City for
reimbursement of the 7% Tax Revenues transferred pursuant to Section 8.8(k) above.
(iii) Once reimbursement, if any, has been made pursuant to (ii) above,
remaining State EC Sales Tax, State EC Hotel Tax and State EC Mixed Beverage Tax –
State Portion revenues shall be deposited to the Maintenance and Operations Account of
the 2010C Surplus Fund if needed in order for the Maintenance and Operations Account
to contain the Maintenance and Operations Account Balance.
(iv) If the Maintenance and Operations Account of the 2010C Surplus Fund
contains the Maintenance and Operations Account Balance, State EC Sales Tax, State EC
Hotel Tax and State EC Mixed Beverage Tax – State Portion revenues in an amount up to
$1,500,000, (net of any amounts transferred pursuant to (ii) above) shall be transferred to
the City for any lawful use.
(v) Any remaining State EC Sales Tax, State EC Hotel Tax and State EC
Mixed Beverage Tax – State Portion Revenues after the transfers made above, shall be
deposited to the State Taxes Account of the 2010A & 2010B Surplus Fund. Funds on
deposit in the State Taxes Account, after the transfers above, may be used to redeem
Bonds, pay debt service on the Bonds or the Series 2010C Bonds, or may be transferred
to the City for any lawful purpose, pursuant to a Letter of Instructions from the City.
(c) Subject to the flow of funds in Section 8.5, City EC Sales Tax Revenues and State
EC Mixed Beverage Tax – City Portion revenues shall be deposited to the Revenue Reserve
Account of the 2010A & 2010B Surplus Fund until the amount of funds in the 2010C Revenue
Reserve Account, including deposits made pursuant to (a) and (b) above, equals $5,000,000.
(i) Once the Revenue Reserve Account contains a balance of $5,000,000,

City EC Sales Tax and State EC Mixed Beverage Tax – City Portion revenues shall be
deposited to the City Taxes Account of the 2010A & 2010B Surplus Fund and shall be
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used for the payment of any Debt Service shortfalls on the Series 2010A first, then the
Taxable Series 2010B and then the Series 2010C Bonds
(ii) Any remaining City EC Sales Tax and State EC Mixed Beverage Tax –
City Portion revenues after the transfers made pursuant to (i) above, shall be transferred
to the City for any lawful use.
(d) Funds in the Revenue Reserve Account shall be used for the payment of Debt
Service on the Series 2010A Bonds first, then the Taxable Series 2010B Bonds, and then the
Series 2010C Bonds.
(e) Subsequent to any draws on the Revenue Reserve Account to pay Debt Service on
the Series 2010A Bonds, Taxable Series 2010B or Series 2010C Bonds, the deposits made
pursuant to (a), (b) and (c) above shall resume until the balance in the Revenue Reserve Account
is $5,000,000.
(f) If, after a withdrawal from the Reserve Revenue Account of the 2010A & 2010B
Surplus Fund pursuant to the provisions above, the amount on deposit in the 2010A & 2010B
Surplus Fund is less than the Surplus Fund Requirement, the Trustee shall transfer funds in the
amount of the deficiency to the Revenue Reserve Account of the 2010A &2010B Surplus Fund
from the 2% Hotel Tax Account first, then, on a pro rata basis, from the City Taxes Account and
State Taxes Account and last from the Federal Subsidy Account of the 2010A & 2010B Surplus
Fund of the 2010A & 2010B Revenue Fund on the August 15th Quarterly Payment Date. If
there are insufficient revenues in the 2% Hotel Tax Account, City Taxes Account, State Taxes
Account, and Federal Subsidy Account of the 2010A & 2010B Surplus Fund to meet such
deficiency, the Trustee shall transfer fund from the Series 2010A & 2010B Revenue Fund
pursuant to the flow of funds set forth above to meet the Surplus Fund Requirement.
(g) Funds on deposit in the 2010A & 2010B Contingency Fund shall be invested at
not more than the lowest yield on the Bonds or the Series 2010B Bonds.
Section 8.15. 2010A Project Fund.
(a) Money on deposit in the Subseries 1 Account and Subseries 2 Account of the
2010A Project Fund, including investment earnings thereof, shall be used for the purposes
specified in Section 3.1 of this Ordinance.
(b) Disbursements from the Subseries 1 Account and Subseries 2 Account 2010A
Project Fund to pay Actual Costs shall be made by the Trustee upon receipt by the Trustee of a
properly executed and completed Payment Request attached hereto as Exhibit E. Disbursements
made by the Trustee pursuant to a Payment Request shall be made on a pro rata basis from the
Subseries 1 Account and the Subseries 2 Account.
(c) All amounts remaining in the Subseries 1 Account of the 2010A Project Fund
after the accomplishment of the purposes for which the Bonds are hereby issued, including
investment earnings of the 2010A Project Fund, shall be deposited into the Subseries 1 Account
of the 2010A Debt Service Fund.
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(d) All amounts remaining in the Subseries 2 Account of the 2010A Project Fund
after the accomplishment of the purposes for which the Bonds are hereby issued, including
investment earnings of the 2010A Project Fund, shall be deposited into the Subseries 2 Account
of the 2010A Debt Service Fund.
Section 8.16. 2010B Project Fund
(a) Money on deposit in the 2010B Project Fund, including investment earnings
thereof, shall be used for the purposes specified in Section 3.1 of this Ordinance.
(b) Disbursements from the 2010B Project Fund to pay Actual Costs shall be made
by the Trustee upon receipt by the Trustee of a properly executed and completed Payment
Request attached hereto as Exhibit E.
(c) All amounts remaining in the 2010B Project Fund after the accomplishment of the
purposes for which the Bonds are hereby issued, including investment earnings of the 2010B
Project Fund, shall be deposited into the 2010B Debt Service Fund.
Section 8.17. Redemption Fund. Money on deposit in the Subseries 1 Account,

Subseries 2 Account and 2010B Account of the Redemption Fund shall be used by the Trustee to
redeem the Tax-Exempt Subseries 1, Taxable Subseries 2 and Taxable Series 2010B Bonds,
respectively, in accordance with Article IV of this Ordinance.
Section 8.18. Costs of Issuance Fund.
On the Closing Date, the Trustee shall deposit bond proceeds in the amount specified in
Section 8.12 to the Subseries 1 Account, Subseries 2 Account and 2010B Account of the Costs
of Issuance Fund for disbursement to pay the costs of issuing the Bonds and the Taxable Series
2010B Bonds. The Costs of Issuance Fund shall be closed the earlier of (i) once all funds have
been disbursed on Closing Date, or (ii) 180 days following the Closing Date. To the extent there
are any funds remaining in the Subseries 1 Account, Subseries 2 Account and 2010B Account of
the Costs of Issuance Fund, the funds shall be transferred to the Subseries 1 Account, Subseries 2
Account of the 2010A Project Fund, and to the 2010B Project Fund, respectively.
Section 8.19. Administrative Expenses Fund.
(a) Upon receipt of 30-day actual notice of Administrative Expenses due and owing
to any Person under this Ordinance, the City shall direct the Trustee to pay such outstanding
Administrative Expenses to the Person such Administrative Expenses are owed pursuant to a
Letter of Instructions.
(b) On a quarterly basis, subsequent to the transfers described in Section 8.3, 8.4 and
8.5, the Trustee shall transfer, on a pro rata basis, from the Subseries 1 Account, Subseries 2
Account and Series 2010B Account of the Administrative Expenses Fund, an amount required to
pay the Administrative Expenses then due of which the City has 30-day actual notice prior to the
due date thereof. The Trustee shall transfer first from the 2% Hotel Tax Sub-Account and then,
on a pro rata basis, from the City Taxes Sub-Account and State Taxes Sub-Account of the
Subseries 1 Account and the Subseries 2 Account and the 2% Hotel Tax Account and then on a
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pro rata basis, from the City Taxes Account and the State Taxes Account and last from the
Federal Subsidy Account of the Administrative Expenses Fund.
(c) As identified in the Letter of Instructions, the Trustee shall pay an amount equal
to the Administrative Expenses then due from the Administrative Expenses Fund.
Section 8.20. Rebate Fund; Rebatable Arbitrage.
There is hereby established special funds of the City to be designated “Venue Project
Rebate Fund ”(the “Rebate Fund”) to be held by the Trustee in accordance with the terms and
provisions of this Indenture. The Rebate Fund shall be funded from the 2010A & 2010B
Revenue Fund and amounts on deposit in the Subseries 1 Account, Subseries 2 Account and
Series 2010B Account of the Rebate Fund shall be used solely for the purpose of paying amounts
due the United States Government with respect to the Tax-Exempt Subseries 1 Bonds, the
Taxable Subseries 2 Bonds and the Taxable Series 2010B Bonds, respectively, in accordance
with the Code. Such amounts shall be transferred from the 2010A & 2010B Revenue Fund from
the 2% Hotel Tax first, then, on a pro rata basis, from the State Taxes Account and the City
Taxes Account and last from the Federal Subsidy Account to the Subseries 1 Account, the
Subseries 2 Account and the Series 2010B Account of the Rebate Fund after the payment of
Debt Service on the Series 2010A Bonds and 2010B Bonds.
The Trustee conclusively shall be deemed to have complied with the provisions of this
Section and shall not be liable or responsible if it follows the instructions of the City and shall
not be required to take any action under this Section in the absence of instructions from the City.
(a) If, on the date of each annual calculation, the amount on deposit in the Subsereis 1
Account, Subseries 2 Account and 2010B Account of the Rebate Fund, collectively, exceeds the
amount of the rebatable arbitrage, the City may direct the Trustee, pursuant to a Letter of
Instructions, to transfer the amount in excess of the rebatable arbitrage in each of the above
accounts to the Subseries 1 Account and Subseries 2 Account of the 2010A Debt Service Fund or
the 2010B Debt Service Fund, respectively.
Section 8.21. Security of Funds.
All moneys on deposit in the funds referred to in this Ordinance shall be secured in the
manner and to the fullest extent required by the laws of the State of Texas for the security of
public funds, and moneys on deposit in such funds shall be used only for the purposes permitted
by this Ordinance.
Section 8.22. Deposit of Proceeds.
(a) All proceeds of the Tax-Exempt Subseries 1 Bonds received on the Closing Date
as accrued interest, if any, on the Tax-Exempt Subseries 1 Bonds from the Bond Date to the
Closing Date, shall be deposited to the Subseries 1 Account of the 2010A Debt Service Fund.
(b) All proceeds of the Taxable Subseries 2 Bonds received on the Closing Date as
accrued interest, if any, on the Taxable Subseries 2 Bonds from the Bond Date to the Closing
Date, shall be deposited to the Subseries 2 Account of the 2010A Debt Service Fund.
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(c) All proceeds of the Taxable Series 2010B Bonds received on the Closing Date as
accrued interest, if any, on the Taxable Series 2010B Bonds from the Bond Date to the Closing
Date, shall be deposited to the 2010B Debt Service Fund.
(d) $_____________ of proceeds of the Tax-Exempt Subseries 1 Bonds shall be

deposited to the Subseries 1 Account of the 2010A Debt Service Reserve Fund.
(e) $_____________ of proceeds of the Taxable Subseries 2 Bonds shall be deposited
to the Subseries 2 Account of the 2010A Debt Service Reserve Fund
(f) $_____________ of proceeds of the Tax-Exempt Subseries 1 Bonds shall be

deposited to the Subseries 1 Account of the 2010A Debt Service Reserve Fund.
(g) $_____________ of proceeds of the Taxable Series 2010B Bonds shall be

deposited to the 2010B Debt Service Reserve Fund
(h) $_____________ of proceeds of the Tax-Exempt Subseries 1 Bonds shall be

deposited to the Subseries 1 Sub-account of the 2010A Capitalized Interest Account of the
2010A Debt Service Fund.
(i) $_____________ of proceeds of the Taxable Subseries 2 Bonds shall be deposited

to the Subseries 2 Sub-account of the 2010A Capitalized Interest Account of the 2010A Debt
Service Fund.
(j) $_____________ of proceeds of the Series 2010 Bonds shall be deposited to the
2010B Capitalized Interest Account of the 2010B Debt Service Fund.
(k) $_____________ of proceeds of the Tax-Exempt Subseries 1 Bonds shall be

deposited to the Subseries 1 Account of the Costs of Issuance Fund and shall be used to pay the
costs of issuing the Tax-Exempt Subseries 1 Bonds.
(l) $_____________ of proceeds of the Taxable Subseries 2 Bonds shall be deposited

to the Subseries 2 Account of the Costs of Issuance Fund and shall be used to pay the costs of
issuing the Taxable Subseries 2 Bonds
(m) $_____________ of proceeds of the Taxable Series 2010B Bonds shall be

deposited to the 2010B Account of the Costs of Issuance Fund and shall be used to pay the costs
of issuing the Taxable Series 2010B Bonds
(n) The remaining proceeds of the Tax-Exempt Subseries 1 Bonds received on the
Closing Date shall be deposited to the Subseries 1 Account of the 2010A Project Fund, such
moneys to be dedicated and used for the purposes specified in Section 3.1.
(o) The remaining proceeds of the Taxable Subseries 2 Bonds received on the
Closing Date shall be deposited to the Subseries 2 Account of the 2010A Project Fund, such
moneys to be dedicated and used for the purposes specified in Section 3.1.
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(p) The remaining proceeds of the Taxable Series 2010B Bonds received on the
Closing Date shall be deposited to the 2010B Project Fund, such moneys to be dedicated and
used for the purposes specified in Section 3.1.
Section 8.23. Investments.
(a) Money in any fund or account created hereunder at the option of the City, may be
invested in such securities or obligations as permitted under Applicable Law. All investments
shall be made by the Trustee pursuant to a Letter of Instructions which Letter of Instructions
shall be in accordance with Applicable Law and the City’s investment policy approved by the
City Council from time to time. Such investments shall mature in such amounts and at such
times as may, in the judgment of the Authorized Officer executing such Letter of Instructions, be
necessary to provide funds when needed to make timely payments from such fund or account. In
order to avoid loss in the event of a need for funds, the City may, in lieu of a liquidation of
investments in the fund or account needing funds, exchange such investments for investments in
another fund or account that may be liquidated at no, or at a reduced, loss. In the event that the
City fails to provide the Trustee with a Letter of Instructions regarding the investment of monies
in any fund or account created hereunder, the Trustee is authorized to invest such funds in the
Wells Fargo Advantage Government Money Market Fund.
(b) Except as otherwise provided in this Ordinance, obligations purchased as an

investment of moneys in any fund or account or subaccount created in or confirmed by this
Ordinance shall be deemed at all times to be a part of such fund or account and, except to the
extent otherwise provided in this Ordinance, the income or interest earned, profits realized or
losses suffered by a fund or account due to the investment thereof shall be retained in, credited or
charged, as the case may be, to such fund or account
Section 8.24. Control and Delivery of Bonds.
(a) The Any member of the Pricing Committee is hereby authorized to have control
of the Initial Bonds and all necessary records and proceedings pertaining thereto pending
investigation, examination and approval of the Attorney General of the State of Texas,
registration by the Comptroller of Public Accounts of the State and registration with, and initial
exchange or transfer by, the Paying Agent/Registrar.
(b) After registration by the Comptroller of Public Accounts, delivery of the Bonds
shall be made to the Purchaser under and subject to the general supervision and direction of the
Mayor, and pursuant to Section 3.10 herein.
(c) In the event the Mayor or City Secretary is absent or otherwise unable to execute
any document or take any action authorized herein, the Mayor Pro Tem and the Assistant City
Secretary, respectively, shall be authorized to execute such documents and take such actions, and
the performance of such duties by the Mayor Pro Tem and the Assistant City Secretary shall for
the purposes of this Ordinance have the same force and effect as if such duties were performed
by the Mayor and City Secretary, respectively.
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ARTICLE IX
INVESTMENTS
(a) Money in the funds and accounts created by this Ordinance, at the option of the
City, may be invested in such securities or obligations as permitted under applicable law as in
effect on the date of the investment.
(b) Any securities or obligations in which money so invested shall be kept and held in
trust for the benefit of the Owners and shall be sold and the proceeds of sale shall be timely
applied to the making of all payments required to be made from the fund from which the
investment was made.
Section 9.2. Investment Income.
Interest and income derived from investment of any fund created by this Ordinance shall
be credited to such Fund.
ARTICLE X
ADDITIONAL BONDS
Section 10.1. No Prior Lien Bonds.
The City hereby covenants that it will not issue any additional bonds or other obligations
payable from and secured by a lien on and pledge of the Pledged Taxes that is senior to the lien
security for the Bonds.
Section 10.2. Refunding Bonds.
The City expressly reserves the right to issue refunding bonds to refund all or a portion of
the Bonds. Such refunding bonds may be secured by a lien on the Pledged Taxes on a parity
with or subordinate to the lien securing the Bonds.
Section 10.3. Other Additional Bonds Secured by the 7% Hotel Taxes.
The City reserves the right to issue additional bonds secured in whole or in part by a lien
junior and subordinate to the lien on the 7% Hotel Taxes securing payment of the Bonds,
including bonds to refund such junior lien bonds. Such additional junior lien bonds secured by
the 7% Hotel Tax may also contain a pledge of other lawfully available revenues of the City.
Section 10.4. Parity Certificates.
The City has issued its Combination Tax and Hotel Occupancy Tax Revenue Certificates
of Obligation, Series 2009 (the “Parity Certificates”) with a pledge of the 7% Hotel Tax that is
on a parity with the pledge of the 7% Hotel Tax securing the Bonds. In the Ordinance
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authorizing the Parity Certificates, the City has retained the right to issue additional parity
obligations containing a parity pledge of the 7% Hotel Tax.
Section 10.5. Other Additional Bonds Secured by the Pledged Taxes.
[The City reserves the right to issue or incur additional bonds secured in whole or in part
by a lien junior and subordinate to the lien on the Pledged Taxes securing payment of the Bonds
(the “Junior Lien Bonds”), including bonds to refund such Junior Lien Bonds. Such additional
junior lien bonds secured by the Pledged Special may also contain a pledge of other lawfully
available revenues of the City.]
ARTICLE XI
Section 11.1. Payment of the Bonds.
On or before each Interest Payment Date for the Bonds and while any of the Bonds are
outstanding and unpaid, there shall be made available to the Paying Agent/Registrar, out of the
Debt Service Fund, money sufficient to pay such interest on and principal of the Bonds as will
accrue or mature on the applicable Interest Payment Date, maturity date or date of prior
redemption.
Section 11.2. Other Representations and Covenants.
The City will faithfully perform at all times any and all covenants, undertakings,
stipulations, and provisions contained in this Ordinance and in each Bond. The City is duly
authorized under the laws of the State of Texas to issue the Bonds; all action on its part for the
creation and issuance of the Bonds has been duly and effectively taken; and the Bonds in the
hands of the Owners thereof are and will be valid and enforceable obligations of the City in
accordance with their terms.
Section 11.3. Provisions Concerning Federal Income Tax Exclusion of Tax-Exempt

Subseries 1 Bonds.
The City intends that the interest on the Tax-Exempt Subseries 1 Bonds shall be
excludable from gross income for purposes of federal income taxation pursuant to sections 103
and 141 through 150 of the Internal Revenue Code of 1986, as amended (the “Code”), and the
applicable regulations promulgated thereunder (the “Regulations”). The City covenants and
agrees not to take any action, or omit to take any action within its control, that if taken or
omitted, respectively, would cause the interest on the Tax-Exempt Subseries 1 Bonds to be
includable in the gross income, as defined in section 61 of the Code, for federal income tax
purposes. In particular, the City covenants and agrees to comply with each requirement of
Section 11.3 and Sections 11.5 through 11.11 of this Article IX; provided, however, that the City
shall not be required to comply with any particular requirement of Section 11.3 and Sections
11.5 through 11.11 of this Article IX if the City has received an opinion of nationally recognized
bond counsel (“Counsel’s Opinion”) that such noncompliance does not adversely affect the
exclusion from gross income for federal income tax purposes of interest on the Tax-Exempt
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Subseries 1 Bonds or to the effect that compliance with some other requirement set forth in this
Article IX will satisfy the applicable requirements of the Code, in which case compliance with
such other requirement specified in such Counsel’s Opinion shall constitute compliance with the
corresponding requirement specified in Section 11.3 and Sections 11.5 through 11.11 of this
Article XI.
Section 11.4. Provisions Concerning Tax Status of Taxable Bonds.
If the City makes an election in the Pricing Certificate to treat the Taxable Bonds as
“build America bonds” under section 54AA(d) and “qualified bonds” under section 54AA(g) of
the Code, the City will not take, or omit to take any action within its control, that if taken or
omitted, respectively, would cause the Taxable Bonds to cease to qualify as “build America
bonds” under section 54AA(d) of the Code and “qualified bonds” under section 54AA(g) of the
Code, and the in event of such action or omission, it will use all reasonable efforts to cure the
effect that failure to comply with such covenant will not cause the Taxable Bonds to cease to
qualify as “build America bonds” under section 54AA(d) of the Code and “qualified bonds”
under section 54AA(g) of the Code. In particular, the City covenants and agrees to comply with
each requirement of Sections 11.4 through 11.12 of this Article IX; provided, however, the City
shall not be required to comply with any particular requirement of Sections 11.4 through 11.12
of this Article IX if the City has received a Counsel’s Opinion that such noncompliance does not
adversely affect the status of the Taxable Bonds as “build America bonds” under section
54AA(d) and “qualified bonds” under section 54AA(g) or the effect that compliance with some
other requirements set forth in Article IX will satisfy the applicable requirements of the Code, in
which case compliance with such other requirement specified in such Counsel’s Opinion shall
constitute compliance with the corresponding requirement specified in Sections 11.4 through
11.12 of this Article XI.
Section 11.5. No Private Activity Bond Financing and No Private Loan Financing.
The City covenants and agrees that it will; a) make such use of the proceeds of the Bonds
including interest or other investment income derived from Bond proceeds, b) regulate the use of
property financed, directly or indirectly, with such proceeds, (c) regulate the payment of debt
service on the Bonds that is directly or indirectly to be derived from payments, including taxes in
respect of property, used or to be used for private business use, (d) regulate the payment of debt
service on the Bonds that is directly or indirectly secured by any interest in property used or to be
used for private business use or payments, including taxes in respect of property, used or to be used
for private business use, and (e) take such other and further action as may be required so that each
issue of the Bonds will not be “private activity bonds” within the meaning of section 141 of the
Code and the Regulations promulgated thereunder. Moreover, the City will certify, through an
authorized officer, employee or agent, based upon all facts and estimates known or reasonably
expected to be in existence on the date the Bonds are delivered, that the proceeds of the Bonds
will not be used in a manner that would cause any issue of the Bonds to be “private activity
bonds” within the meaning of section 141 of the Code and the Regulations.
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Section 11.6. No Federal Guaranty.
The City covenants and agrees not to take any action, or omit to take any action within its
control, that, if taken or omitted, respectively, would cause any issue of the Bonds to be
“federally guaranteed” within the meaning of section 149(b) of the Code and the Regulations,
except as permitted by section 149(b)(3) of the Code and the Regulations.
Section 11.7. Bonds are not Hedge Bonds.
The City covenants and agrees not to take any action, or omit to take any action, and has
not omitted and will not omit to take any action, within its control, that, if taken or omitted,
respectively, would cause any issue of the Bonds to be “hedge bonds” within the meaning of
section 149(g) of the Code and the Regulations.
Section 11.8. No Arbitrage Covenant.
The City shall certify, through an authorized officer, employee or agent, that, based upon
all facts and estimates known or reasonably expected to be in existence on the date of each issue
of the Bonds are delivered, the City will reasonably expect that the proceeds of the Bonds will
not be used in a manner that would cause the Bonds to be “arbitrage bonds” within the meaning
of section 148(a) of the Code and the Regulations. Moreover, the City covenants and agrees that
it will make such use of the proceeds of the Bonds including interest or other investment income
derived from Bond proceeds, regulate investments of proceeds of the Bonds, and take such other
and further action as may be required so that any issue of the Bonds will not be “arbitrage bonds”
within the meaning of section 148(a) of the Code and the Regulations.
Section 11.9. Arbitrage Rebate.
If the City does not qualify for an exception to the requirements of Section 148(f) of the
Code, the City will take all necessary steps to comply with the requirement that certain amounts
earned by the City on the investment of the “gross proceeds” of each issue of the Bonds (within
the meaning of section 148(f)(6)(B) of the Code), be rebated to the federal government.
Specifically, the City will (i) maintain records regarding the investment of the gross proceeds of
each issue of the Bonds as may be required to calculate the amount earned on the investment of
the gross proceeds of each issue separately from records of amounts on deposit in the funds and
accounts of the City allocable to other bond issues of the City or moneys which do not represent
gross proceeds of any bonds of the City, (ii) calculate at such times as are required by the
Regulations, the amount earned from the investment of the gross proceeds of each issue which is
required to be rebated to the federal government, and (iii) pay, not less often than every fifth
anniversary date of the delivery of each issue or on such other dates as may be permitted under
the Regulations, all amounts required to be rebated to the federal government. Further, the City
will not indirectly pay any amount otherwise payable to the federal government pursuant to the
foregoing requirements to any person other than the federal government by entering into any
investment arrangement with respect to the gross proceeds of the Bonds that might result in a
reduction in the amount required to be paid to the federal government because such arrangement
results in a smaller profit or a larger loss than would have resulted if the arrangement had been at
arm’s length and had the yield on the issue not been relevant to either party.
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The City hereby certifies and covenants that it will not, and will not direct the Trustee to
use, or permit the use of any proceeds of the Bonds, directly or indirectly, in any manner, and
shall not take or omit to take any action, if such use, action or omission would cause the Bonds
to be treated as an obligation not described in Section 103(a) of the Code. In furtherance of the
foregoing, the City specifically covenants to comply with the provisions and procedures of the
Federal Tax Certificate delivered concurrently with the delivery of the Bonds, which is
incorporated herein by reference as if set forth in full herein. In the case of any inconsistency
between this Section 11.8 and the Federal Tax Certificate, the provisions of the Federal Tax
Certificate shall control. The covenants herein made and the certifications herein authorized are
for the benefit of the Owners with respect to the Bonds and may be relied upon by such Owners
and by Bond Counsel rendering opinions on the same. Within the limitations of this Article XI,
the City shall be permitted to transfer money from one Fund, Account or Subaccount to another,
adjust interest rates on Investment Securities or take such other actions as may be required in
order to prevent the Bonds from becoming “arbitrage bonds.”
The City hereby covenants to cause to be calculated, at the times and in the manner set
forth in the Federal Tax Certificate and in compliance with the Code, the amount of rebatable
arbitrage determined with respect to each issue of the Bonds and shall, within ten (10) Business
Days of such calculation, pursuant to a Letter of Instructions, direct the Trustee to transfer to the
Rebate Fund from the subaccounts designated in such Letter of Instructions, an amount equal to
the amount of the rebatable arbitrage determined on such date of calculation. The City hereby
covenants to direct the Trustee to deposit to the Rebate Fund such amounts as will cause the
amount on deposit therein to equal the rebatable arbitrage determined on the applicable
calculation date.
The City hereby covenants to direct the Trustee to pay rebatable arbitrage to the United
States in installments as required under the Code. In order to assure that rebatable arbitrage is
paid to the United States rather than to a third party, investments of funds on deposit in the
Rebate Fund shall be made in accordance with the Code and the Federal Tax Certificate.
The City shall keep and retain for a period of six (6) years following retirement of the
Bonds, records of the determinations made pursuant to this Section 11.9 and the Federal Tax
Certificate.
Section 11.10. Information Reporting.
The City covenants and agrees to file or cause to be filed with the Secretary of the
Treasury, not later than the 15th day of the second calendar month after the close of the calendar
quarter in which Bonds or Series, an information statement concerning each issue of Bonds, all
under and in accordance with section 149(e) of the Code and the Regulations.
Section 11.11. Record Retention. The City will retain all pertinent and material records
relating to the use and expenditure of the Proceeds of each issue of the Bonds until six years
after the last Bond is redeemed, or such shorter period as authorized by subsequent guidance
issued by the Department of Treasury, if applicable. All records will be kept in a manner that
ensures their complete access throughout the retention period. For this purpose, it is acceptable
that such records are kept either as hardcopy books and records or in an electronic storage and
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retrieval system, provided that such electronic system includes reasonable controls and quality
assurance programs that assure the ability of the City to retrieve and reproduce such books and
records in the event of an examination of any issue of the Bonds by the Internal Revenue
Service.
Section 11.12. Capital Costs.
With respect to the Taxable Bonds, the City covenants and agrees that 100 percent of the
excess of (i) the "available project proceeds" (defined below) over (ii) the amounts in a
reasonably required reserve (within the meaning of section 150(a)(3)) will be used for capital
expenditures. For this purpose, "available project proceeds" means (i) the excess of (A) the sale
proceeds of the Taxable Bonds over (B) the issuance costs financed by the Taxable Bonds (to the
extent that such issuance costs do not exceed 2 percent of such proceeds) and (ii) any investment
proceeds of such excess.
Section 11.13. Continuing Obligation.
Notwithstanding any other provision of this Ordinance, the City’s obligations under the
covenants and provisions of Section 11.03 and Sections 11.05 through 11.11 of this Article XI
shall survive the defeasance and discharge of the Tax-Exempt Subseries 1 Bonds. Furthermore,
notwithstanding any other provision of this Ordinance, the City’s obligations under the
covenants and provisions of Sections 11.04 through Section 11.12 of this Article XI shall survive
the defeasance and discharge of the Taxable Bonds.
ARTICLE XII
Section 12.1. 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 City, which default materially and adversely affects the
rights of the Owners, 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 30 days after
notice of such default is given by any Owner to the City.
Section 12.2. Remedies for Default.
(a) Upon the happening and continuance of any of the Events of Default described in
Section 12.1:
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(i) The Trustee shall transfer all amounts representing 2% Hotel Tax
Revenues, State EC Sales Tax Revenues, State EC Hotel Tax Revenues, State EC Mixed
Beverage Tax – State Portion Revenues, State EC Mixed Beverage Tax – City Portion
Revenues and City EC Sales Tax Revenues received from the City that are held by the
Trustee and any 7% Hotel Tax Revenues that are held by the Trustee to the 2010A Debt
Service Fund first for the payment of Debt Service on the Series 2010A Bonds and then
to the 2010B Debt Service fund for the payment of Debt Service on the Taxable Series
2010B Bonds immediately as received, and shall discontinue transfers to any other funds,
accounts or subaccounts under Article VIII until such default has been cured in full and
all payments of Debt Service on Outstanding Series 2010A and Taxable Series 2010B
Bonds are made current; in the event 2% Hotel Tax Revenues, State EC Sales Tax
Revenues, State EC Mixed Beverage Tax – State Portion Revenues, State EC Mixed
Beverage Tax – City Portion Revenues and City EC Sales Tax Revenues and 7% Hotel
Tax Revenues held by the Trustee are not adequate to cure each and every default, the
available 2% Hotel Tax Revenues, State EC Sales Tax Revenues, State EC Hotel Tax
Revenues, State EC Mixed Beverage Tax – State Portion Revenues, State EC Mixed
Beverage Tax – City Portion Revenues and City EC Sales Tax Revenues and any 7%
Hotel Tax Revenues held by the Trustee shall be applied, on a pari passu basis to the
payment of Debt Service on the Parity Certificates (with respect to the 7% Hotel Tax
Revenues) and the Series 2010A Bonds and then to the 2010B Debt Service fund for the
payment of Debt Service on the Taxable Series 2010B Bonds (with respect to the 7%
Hotel Tax Revenues, State EC Sales Tax Revenues, State EC Hotel Tax Revenues, State
EC Mixed Beverage Tax – State Portion Revenues, State EC Mixed Beverage Tax – City
Portion Revenues and City EC Sales Tax Revenues and the 2% Hotel Tax Revenues);
(ii) The Owners of at least 25% of the principal amount of the Bonds then
Outstanding, may proceed against the City for the purpose of protecting and enforcing the
rights of the Owners under this Ordinance, by action seeking mandamus or by other suit,
action or special proceeding in equity or at law, in any court of competent jurisdiction,
for any relief to the extent permitted by Applicable Law, including, but not limited to, the
specific performance of any covenant or agreement contained herein, or injunction;
provided, however, that the maturity of the Bonds shall not be subject to acceleration
upon the occurrence of an Event of Default hereunder.
(b) From and after the 30th day after the occurrence of an Event of Default (for which
a remedy is required or is sought under either subsection (a)(i) or (a)(ii) of this Section 12.2,
above) has been cured, the City shall be restored to its former position under this Ordinance prior
to the occurrence of such Event of Default. Any proceedings theretofore commenced for relief
shall be abandoned and dismissed within 30 days after such Event of Default has been cured.
(c) Notwithstanding any provision herein, upon the occurrence of an Event of Default
hereunder or an event of default, amounts on deposit in the Project Fund, and any earnings
thereon, shall be maintained in the Project Fund and shall be applied to the payment of Project
Costs in accordance with Section 8.8.
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Section 12.3. Restriction on Owner’s Action.
(a) Except to enforce the rights given under Section 12.3(b), no Owner of any Bonds
shall have any right to institute any action, suit or proceeding at law or in equity for the
enforcement of this Ordinance or for the execution of any trust thereof or any other remedy
hereunder, unless (a) a default has occurred and is continuing of which the Trustee has been
notified in writing as provided in Section 7.1(b), or of which by such Section it is deemed to
have notice, (b) such default has become an Event of Default and the Owners of 25% of the
aggregate principal amount of Bonds then Outstanding have made written request to the Trustee
and offered it reasonable opportunity either to proceed to exercise the powers hereinbefore
granted or to institute such action, suit or proceeding in its own name, (c) the Owners have
offered to the Trustee indemnity as provided in Section 7.6, (d) the Trustee has for 60 days after
such notice failed or refused to exercise the powers hereinbefore granted, or to institute such
action, suit or proceeding in its own name, (e) no direction inconsistent with such written request
has been given to the Trustee during such 60 day period by the Owners of a majority of the
aggregate principal amount of the Bonds Outstanding, and (f) notice of such action, suit or
proceeding is given to the Trustee; no one or more Owners of the Bonds shall have any right in
any manner whatsoever to affect, disturb or prejudice this Ordinance by its, his or their action or
to enforce any right hereunder except in the manner provided herein, and that all proceedings at
law or in equity shall be instituted and maintained in the manner provided herein and for the
equal benefit of the Owners of all Bonds then Outstanding. The notification, request and offer of
indemnity set forth above shall, at the option of the Trustee, be conditions precedent to the
execution of the powers and trusts of this Ordinance and to any action or cause of action for the
enforcement of this Ordinance or for any other remedy hereunder.
(b) Nothing in this Ordinance shall affect or impair the right of any Owner to enforce,
by action at law, payment of any Bonds at and after the maturity thereof, or on the date fixed for
redemption or the obligation of the City to pay each Bonds issued hereunder to the respective
Owners thereof at the time, place, from the source and in the manner expressed herein and in the
Bonds.
In case the Trustee or any Owners shall have proceeded to enforce any right under this
Ordinance and such proceedings shall have been discontinued or abandoned for any reason or
shall have been determined adversely to the Trustee or any Owners, then and in every such case
the City, the Trustee, and the Owners shall be restored to their former positions and rights
hereunder, and all rights, remedies and powers of the Trustee shall continue as if no such
proceedings had been taken.
Section 12.4. Effect of Waiver.
No delay or omission of the Trustee, or any Owner to exercise any right or power
accruing upon any default shall impair any such right or power or shall be construed to be a
waiver of any such default or an acquiescence therein; and every power and remedy given by this
Ordinance to the Trustee, and the Owners, respectively, may be exercised from time to time and
as often as may be deemed expedient.
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Section 12.5. Evidence of Ownership of Bonds.
(a) Any request, consent, revocation of consent or other instrument which this
Ordinance may require or permit to be signed and executed by the Owners of Bonds may be in
one or more instruments of similar tenor, and shall be signed or executed by such Owners in
person or by their attorneys appointed in writing. Proof of the execution of any such instrument,
or of any instrument appointing any such attorney, or the holding by any person of the Bonds
shall be sufficient for any purpose of this Ordinance (except as otherwise herein expressly
provided) if made in the following manner:
(i) The fact and date of the execution by any Owner of Bonds or his or her
attorney of such instruments may be provided by a guarantee of the signature thereon by
a bank or trust company or by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds, that the person signing such request or
other instrument acknowledged to him the execution thereof, or by an affidavit of a
witness of such execution, duly sworn to before such notary public or other officer.
Where such execution is by an officer of a corporation or association or a member of a
partnership, on behalf of such corporation, association or partnership, such signature
guarantee, certificate or affidavit shall also constitute sufficient proof of his authority.
(ii) The ownership of registered Bonds and the amount, numbers and other
identification and date of holding the same shall be proved by the Register.
(b) Except as otherwise provided in Section 12.4 with respect to revocation of a

consent, any request or consent by a Owner of Bonds shall bind all future Owners of the same
Bonds in respect of anything done or suffered to be done by the City, the Trustee or the Paying
Agent/Registrar in accordance therewith.
Section 12.6. Remedies Not Exclusive.
(a) 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.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
ARTICLE XIII
Section 13.1. Annual Reports.
(a) The City shall provide annually to the MSRB, within six (6) months after the end
of each fiscal year, financial information and operating data with respect to the City of the
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general type included in the final Official Statement, being the information described in
Exhibit A hereto. Any financial statements so to be provided shall be (i) prepared in accordance
with the accounting principles described in Exhibit A hereto, and (ii) audited, if the City
commissions an audit of such statements and the audit is completed within the period during
which they must be provided and (iii) submitted through EMMA, in an electronic format with
accompany identifying information, as prescribed by the MSRB. If the audit of such financial
statements is not complete within such period, then the City shall provide notice that audited
financial statements are not available and shall provide unaudited financial statements for the
applicable fiscal year to the MSRB. The City shall provide audited financial statements for the
applicable fiscal year to the MSRB, when and if audited financial statements become available.
(b) If the City changes its fiscal year, it will notify the MSRB of the change (and of
the date of the new fiscal year end) prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
(c) 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
referenced to any document (including an official statement or other offering document, if it is
available from the MSRB) that theretofore has been provided to the MSRB of filed with the
SEC.
Section 13.2. Material Event Notices.
(a) The City shall notify the MSRB, in a timely manner, of any of the following
events with respect to the Bonds, if such event is material within the meaning of the federal
securities laws:
(i) principal and interest payment delinquencies;
(ii) nonpayment related defaults;
(iii) unscheduled draws on debt service reserves reflecting financial

difficulties;
(iv) unscheduled draws on credit enhancements reflecting financial

difficulties;
(v) substitution of credit or liquidity providers, or their failure to perform;
(vi) adverse tax opinions or events affecting the tax exempt status of the Tax-
Exempt Subseries 1 Bonds;
(vii) modifications to rights of Owners;
(viii) redemption calls;
(ix) defeasances;
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(x) release, substitution, or sale of property securing repayment of the Bonds;
and
(xi) rating changes.
The City will provide notice of such events to the MSRB in an electronic format and
accompanied by identifying information, as prescribed by the MSRB.
(b) The City shall notify the MSRB, in a timely manner, of any failure by the City to
provide financial information or operating data in accordance with Section 12.01 of this
Ordinance by the time required by such Section.
Section 13.3. Limitations, Disclaimers and Amendments.
(a) The City shall be obligated to observe and perform the covenants specified in this
Article for so long as, but only for so long as, the City remains an “obligated person” with
respect to the Bonds within the meaning of the Rule, except that the City in any event will give
notice of any Bond calls and any defeasances that cause the City to be no longer an “obligated
person.”
(b) The provisions of this Article are for the sole benefit of the Owners and beneficial
owners of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it
has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City’s
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Article or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE 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 CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS ARTICLE, 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.
(c) No default by the City in observing or performing its obligations under this
Article shall constitute a breach of or default under the Ordinance for purposes of any other
(d) Nothing in this Article is intended or shall act to disclaim, waive, or otherwise
limit the duties of the City under federal and state securities laws.
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(e) The provisions of this Article may be amended by the City from time to time to
adapt to changed circumstances that arise from a change in legal requirements, a change in law,
or a change in the identity, nature, status, or type of operations of the City, but only if (i) the
provisions of this Article, 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 to the date of such amendment, as well as such
changed circumstances, and (ii) either (A) the Owners of a majority in aggregate principal
amount (or any greater amount required by any other provisions of this Ordinance that authorizes
such an amendment) of the outstanding Bonds consent to such amendment or (B) an entity or
individual person that is unaffiliated with the City (such as nationally recognized bond counsel)
determines that such amendment will not materially impair the interests of the Owners and
beneficial owners of the Bonds. If the City so amends the provisions of this Article, it shall
include with any amended financial information or operating data next provided in accordance
with Section 13.01 an explanation, in narrative form, of the reasons for the amendment and of
the impact of any change in type of financial information or operating data so provided.
ARTICLE XIV
Section 14.1. Limitations on Modifications.
This Ordinance shall not be modified or amended in any respect except as provided in
and in accordance with and subject to the provisions of this Article.
Section 14.2. Powers of Amendment.
The City may, without the consent of or notice to any Owners, from time to time and at
any time, amend this Ordinance in any manner not detrimental to the interests of the Owners,
including the curing of any ambiguity, inconsistency, or format defect or omission herein or to
make clear the intent of the City with respect to the provisions herein. In addition, the City may,
with the written consent of Owners holding a majority in aggregate principal amount of the
Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this
Ordinance; provided that, without the consent of all Owners of Outstanding Bonds, no such
amendment, addition, or rescission shall (1) extend the time or times of payment of the Debt
Service on the Bonds, reduce the principal amount or Maturity Amounts thereof, the redemption
price of the Bonds, or the rate of interest thereon, or in any other way modify the terms of
payment of the Debt Service on the Bonds or the security for the Bonds, (2) give any preference
to any Bonds over any other Bonds, or (3) reduce the aggregate principal amount of the Bonds
required for consent to any such amendment, addition, or rescission.
Section 14.3. Consent of Owners.
The City may at any time adopt an amendment to this Ordinance making a modification
or amendment permitted by the provisions of Section 14.2, to take effect when and as provided
in this Section. A copy of such amendment (or brief summary thereof or reference thereto),
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together with a request for consent, addressed to each Owner whose consent is required, shall
promptly after adoption be mailed by the City to the appropriate Owners (but failure to mail such
copy and request shall not affect the validity of the amendment to the Ordinance when consented
to as herein provided). Such amendment shall not be effective unless and until the City shall
have received the written consents and the proper Owners having the percentages specified in
Section 13.2. Any such consent shall be continuously binding upon the Owner giving such
consent and upon any subsequent Owner thereof and of any Bonds issued in exchange therefor
(whether or not such subsequent Owner thereof has notice thereof), unless such consent is
revoked in writing by the Owner giving such consent or a subsequent Owner thereof by filing
with the City, prior to the time action is taken in response to such consents. At any time
thereafter notice, stating in substance that the amendment has been consented to by the Owners
of the required percentages of Bonds and will be effective as hereinafter provided, shall be given
to the Owners (whose consent was required) by the City by mailing such notice to such Owners
(but failure to mail such notice shall not prevent such amendment from becoming effective and
binding). The amendment shall be deemed conclusively binding upon the City, the Trustee, the
Paying Agent/Registrar, and all Owners at the expiration of 30 days after the mailing by the City
of such last mentioned notice, except in the event of a final decree of a court of competent
jurisdiction setting aside such amendment in a legal action or equitable proceeding for such
purpose commenced within such 30 day period; provided, however, that the City, the Paying
Agent/Registrar, and the Trustee during such 30 day period and any such further period during
which any such action or proceeding may be pending shall be entitled in their reasonable
discretion to take such action, or to refrain from taking such action, with respect to such
amendment as they may deem expedient.
Section 14.4. Mailing of Notice.
Any provision in this Article for the mailing of a notice or other document to Owners
shall be fully complied with if it is mailed, first class postage prepaid, only to each registered
owner of Owners at the address, if any, appearing upon the Register.
Section 14.5. Amendments by Unanimous Consent.
Subject to any limitations contained or rights reserved in an amendment to this

Ordinance, the rights and obligations of the City, and the Owners of each of the Bonds, and the
terms and provisions of this Ordinance may be modified or amended in any respect upon the
adoption of an amendment to this Ordinance by the City with the consent of all Owners of each
of the Bonds Outstanding, such consent to be given as provided in Section 13.4.
Section 14.6. Exclusion of Bonds.
The Bonds owned or held by or for the account of the City will not be deemed
Outstanding for the purpose of consent or other action or any calculation of Outstanding Bonds
provided for in this Ordinance, and the City shall not be entitled with respect to such Bonds to
give any consent or take any other action provided for in this Ordinance.
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Section 14.7. Attorney General Modification.
In order to obtain the approval of the Bonds by the Attorney General of the State of
Texas, any provision of this Ordinance may be modified, altered or amended after the date of its
adoption if required by the Attorney General in connection with the Attorney General’s
examination as to the legality of the Bonds and approval thereof in accordance with the
applicable law. Such changes, if any, shall be provided to the City Secretary and the City
Secretary shall insert such changes into this Ordinance as if approved on the date hereof.
ARTICLE XV
DISCHARGE
Section 15.1. Discharge.
The Bonds may be defeased, discharged or refunded in any manner permitted by

applicable law.
ARTICLE XVI
Section 16.1. Notices.
Any notice, request, demand, communication or other paper hereunder shall be

sufficiently given and shall be deemed given to the respective party when addressed and actually
delivered, as follows:
To the City: City of Irving, City Hall

101 W. Abrams
Irving, Texas 76010
Attention: City Manager
With copies to: Vinson & Elkins L.L.P.

2001 Ross Avenue, Suite 3700
Dallas, Texas 75201
Attn: Robert R. Collins III
To the Trustee: Wells Fargo Bank, National Association

Corporate Trust
201 Main Street, Suite 301
Fort Worth, Texas 76102
Attn: Cheri Whitford
Each party may designate further or different addresses to which subsequent notices, certificates
or other communications shall be sent.
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Section 16.2. Conflicts.
All Ordinances, orders, actions or other proceedings of the City hereto adopted or taken
which are in conflict herewith are repealed to the extent of any such conflict.
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APPROVED AND ADOPTED this ____ day of _____, 2010.
___________________________________
Mayor, City of Irving, Texas
ATTEST:
___________________________________
City Secretary
___________________________________
City Attorney
Signature Page for Ordinance
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TRUSTEE’S ACCEPTANCE OF TRUST AND DUTIES
The Trustee, acting by and through the below named duly authorized officer, hereby
accepts the trusts imposed by this Ordinance and agrees to perform the duties of Trustee
hereunder, but only upon and subject to the express terms and conditions herein.
Dated: __________________- WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
By: _____________________________
Title: _____________________________
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EXHIBIT A
DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION
The following information is referred to in Article XII of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or other
headings of the Official Statement referred to) below:
1. The portions of the financial statements of the City appended to the Official
Statement as Appendix B, but for the most recently concluded fiscal year.
2. Statistical and financial data set forth in Tables ___ and ___ of the Official
Statement.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in Paragraph 1 above.
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EXHIBIT B
CAPITAL IMPROVEMENT RESERVE ACCOUNT PAYMENTS
The undersigned Authorized Officer hereby requests from the Trustee a payment from
the Capital Improvement Reserve Account of the 2010A & 2010B Surplus Fund in the total
amounts of $________________ with respect to the capital improvements costs all as more fully
described below. In connection with this Payment Request, the undersigned hereby represents
and warrants to the Trustee as follows:
1. He (she) is qualified to execute this Payment Request for payment on

behalf of the City and is knowledgeable as to the matters set forth herein.
2. All costs of the capital improvements thereof for which payment is

requested hereby are Actual Costs. The items for which payment is requested
have not been the subject of any prior Payment Request submitted to the Trustee
or, if previously requested, no disbursement was made with respect thereto.
3. The City is in compliance with the terms and provisions of the Ordinance.
4. The City has received a property executed Payment Certificate (as defined
in the Lease Agreement).
5. The City certifies that the disbursement being requested herein is a proper
expenditure from the Capital Improvement Reserve Account of the 2010A &
2010B Surplus Fund.
6. Funds in the total amount of $_________________ shall be distributed to

the party identified below via the wiring instructions provided below.
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. CALCULATION OF COSTS TO BE PAID
Total amount of disbursement pursuant to this Payment Request:

$_______________
Capital Improvement Contractor/Supplier Invoice No. Amount
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Sub-total $
TOTAL: $
Name of party to receive funds: ______________________
Wiring Instructions: _______________________________
I hereby declare that the above representations and warranties are true and correct.
By: ___________________________
Authorized Officer
Date: ______________
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EXHIBIT C
SCHEDULE OF CAPITAL IMPROVEMENT RESERVE ACCOUNT BALANCE
YEAR MAXIMUM BALANCE IN CAPITAL
IMPROVEMENT RESERVE ACCOUNT
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EXHIBIT D
MAINTENANCE AND OPERATIONS ACCOUNT BALANCE

SERIES 2010C BONDS
YEAR MAXIMUM BALANCE IN
MAINTENANCE AND OPERATIONS
ACCOUNT
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EXHIBIT E
FORM OF PAYMENT REQUEST FROM 2010A PROJECT FUND AND 2010B

PROJECT FUND
PAYMENT REQUEST NO. _____
2010A Project Fund and/or the 2010B Project Fund in the total amounts of $________________
from the 2010A Project Fund and $_____________________ from the 2010B Project Fund, with
respect to the costs all as more fully described in Attachment 1 hereto. In connection with this
Payment Request, the undersigned hereby represents and warrants to the Trustee as follows:

2. All costs of the improvements thereof for which payment is requested

hereby are Actual Costs. The items for which payment is requested have not been
the subject of any prior payment request submitted to the Trustee or, if previously
requested, no disbursement was made with respect thereto.
4. Supporting documentation (such as third-party invoices) for each Actual

Cost to be funded pursuant to this Payment Request is attached to Attachment 1
hereto.
expenditure from the 2010A Project Fund and/or 2010B Project Fund.
6. If this Payment Request is for Actual Costs of a an Entertainment Center

improvement attributable to costs under a construction contract, attached hereto
are the required releases by the general contractor of materialsman’s and
mechanic’s liens for work for which payment is requested hereby.
7. To the City’s best knowledge, information and belief, based on the City
Designee’s Approval, the work covered hereby has been completed in accordance
with the construction contracts with respect to the Entertainment Center and the
current payment shown herein is now due.
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By: ___________________________
Authorized Officer
Date: ______________
CITY DESIGNEE’S APPROVAL FOR NON-COST OF ISSUANCE

AND NON-CAPITALIZED INTEREST REQUESTS ONLY
If this requisition is for a disbursement other than costs of issuance of the Series 2010A
or Taxable Series 2010B Bonds or payment of capitalized interest, or a requisition presented on
the date of closing of the Series 2010A or Taxable Series 2010B Bonds, the undersigned City
Designee hereby certifies that (a) this disbursement is for Actual Costs of the Project and is
consistent with the applicable acquisition or construction contract for the portion of the
Entertainment Center project with respect to which such disbursement is being made, (b) the
City Designee approves the requisition. (c) the amount requisitioned is due and unpaid, (d) that,
insofar as the payment is to be made for work, material, supplies or equipment, the work has
been performed and the material, supplies or equipment have been installed as part of the
Entertainment Center project or any portion thereof or have been delivered either at the proper
site or at a proper place for fabrication and are covered by the builders’ risk insurance; (e) that all
work, material, supplies and equipment for which payment is to be made are, in the signer’s
opinion, in accordance with the plans and specifications or duly approved change orders; and (f)
all approvals for the acquisition, construction, reconstruction, installation and equipping of the
Entertainment Center project or any portion thereof have been obtained or can reasonably be
expected to be obtained from all applicable regulatory bodies.
CITY DESIGNEE
By:
Its:
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ATTACHMENT 1
CALCULATION OF COSTS TO BE PAID
$_______________
Project
Fund
2010A or
Improvement Contractor/Supplier Invoice No. Amount 2020B
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Sub-total $
TOTAL: $
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Attachment: Bond Ordinance - EC Series 2010C (3526 : Entertainment Center Bond Validation Suit)
BOND ORDINANCE NO. 2010-_____

[SPECIAL REVENUE] AND REFUNDING BONDS
TAXABLE SERIES 2010C
Adopted: ____________, 2010
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TABLE OF CONTENTS
Page
ARTICLE I
Section 1.1. Definitions. ..............................................................................................................4

Section 1.2. Findings. ................................................................................................................13
Section 1.3. Table of Contents, Titles and Headings.................................................................13
Section 1.4. Interpretation. ........................................................................................................13
ARTICLE II
Section 2.1. Levy of 2% Hotel Tax, Parking Tax, Admissions Tax and City EC Sales Tax. ...14
Section 2.2. Pledge and Security; Assignment to Trustee.........................................................14
Section 2.3. Security Agreement. ..............................................................................................16
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS
Section 3.1. Authorization.........................................................................................................16

Section 3.2. Date, Denomination, Maturities and Interest.........................................................17
Section 3.3. Medium, Method and Place of Payment. ..............................................................17
Section 3.4. Execution and Registration of Bonds. ...................................................................18
Section 3.5. Ownership..............................................................................................................19
Section 3.6. Registration, Transfer and Exchange.....................................................................19
Section 3.7. Cancellation. ..........................................................................................................20
Section 3.8. Temporary Bonds. .................................................................................................20
Section 3.9. Replacement Bonds. ..............................................................................................21
Section 3.10. Book Entry Only System.......................................................................................22
Section 3.11. Successor Securities Depository; Transfer Outside Book Entry Only System. ....22
Section 3.12. Payments to Cede & Co. .......................................................................................23
ARTICLE IV
Section 4.1. Limitation on Redemption.....................................................................................23

Section 4.2. Optional Redemption.............................................................................................23
Section 4.3. Mandatory Sinking Fund Redemption. .................................................................23
Section 4.4. Notice of Redemption to Owners. .........................................................................24
Section 4.5. Payment Upon Redemption...................................................................................24
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Section 4.6. Effect of Redemption.............................................................................................25
Section 4.7. Conditional Notice of Redemption........................................................................25
Section 4.8. Lapse of Payment. .................................................................................................25
ARTICLE V
Section 5.1. Appointment of Initial Paying Agent/Registrar. ...................................................25
Section 5.2. Qualifications. .......................................................................................................26
Section 5.3. Maintaining Paying Agent/Registrar. ....................................................................26
Section 5.4. Termination. ..........................................................................................................26
Section 5.5. Notice of Change to Owners. ................................................................................26
Section 5.6. Agreement to Perform Duties and Functions. .......................................................26
Section 5.7. Delivery of Records to Successor..........................................................................26
ARTICLE VI
FORM OF THE BONDS
Section 6.1. Form Generally......................................................................................................26

Section 6.2. Form of the Bonds. ................................................................................................27
Section 6.3. CUSIP Registration. ..............................................................................................35
Section 6.4. Legal Opinion. .......................................................................................................35
Section 6.5. Statement of Insurance. .........................................................................................35
ARTICLE VII
Section 7.1. Appointment; Acceptance of Trust and Performance Thereof..............................35

Section 7.2. Trustee May Rely upon Certain Documents and Opinions...................................37
Section 7.3. Trustee Not Responsible for Ordinance Statements, Validity...............................38
Section 7.4. Limits on Duties and Liabilities of Trustee. ..........................................................38
Section 7.5. Money Held in Trust. ............................................................................................38
Section 7.6. Costs for Maintenance of Suit; Indemnification. ..................................................39
Section 7.7. Intervention in Judicial Proceedings......................................................................39
Section 7.8. Reports of Activities..............................................................................................40
Section 7.9. Compensation of Trustee.......................................................................................40
Section 7.10. Trustee May Hold Bonds.......................................................................................41
Section 7.11. Resignation of Trustee...........................................................................................41
Section 7.12. Removal of Trustee. ..............................................................................................41
Section 7.13. Appointment of Successor Trustee........................................................................41
Section 7.14. Merger of Trustee. .................................................................................................42
Section 7.15. Transfer of Rights and Property to Successor Trustee. .........................................42
Section 7.16. Survival of Rights..................................................................................................43
Section 7.17. Appointment of a Co-Trustee. ...............................................................................43
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ARTICLE VIII
Section 8.1. Sale of Bonds.........................................................................................................44

Section 8.2. Creation of Funds ..................................................................................................46
Section 8.3. Flow of Funds of the Parking Tax and Admissions Tax. ......................................47
Section 8.4. Flow of Pledged Rent ............................................................................................48
Section 8.5. Series 2010C Revenue Fund. ................................................................................49
Section 8.6. 2010C Debt Service Fund. ....................................................................................50
Section 8.7. 2010C Debt Service Reserve Fund........................................................................51
Section 8.8. 2010C Contingency Reserve. ................................................................................51
Section 8.9. 2010C Surplus Fund. .............................................................................................52
Section 8.10. 2010C Project Fund. ..............................................................................................53
Section 8.11. Costs of Issuance Fund. .........................................................................................53
Section 8.12. Redemption Fund. .................................................................................................53
Section 8.13. Administrative Expenses Fund..............................................................................53
Section 8.14. Security of Funds...................................................................................................54
Section 8.15. Deposit of Proceeds. ..............................................................................................54
Section 8.17. Control and Delivery of Bonds..............................................................................55
ARTICLE IX
INVESTMENTS

Section 9.2. Investment Income. ...............................................................................................55
ARTICLE X
ADDITIONAL BONDS
Section 10.1. No Prior Lien Bonds..............................................................................................56

Section 10.2. Refunding Bonds. ..................................................................................................56
Section 10.3. Other Additional Bonds Secured by the Pledged Taxes........................................56
ARTICLE XI
Section 11.1. Payment of the Bonds............................................................................................56

Section 11.2. Other Representations and Covenants...................................................................56
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ARTICLE XII
Section 12.1. Events of Default. ..................................................................................................57

Section 12.2. Remedies for Default.............................................................................................57
Section 12.3. Restriction on Owner’s Action. .............................................................................58
Section 12.4. Effect of Waiver. ...................................................................................................58
Section 12.5. Evidence of Ownership of Bonds..........................................................................59
Section 12.6. Remedies Not Exclusive........................................................................................59
ARTICLE XIII
Section 13.1. Annual Reports. .....................................................................................................60

Section 13.2. Material Event Notices. .........................................................................................60
Section 13.3. Limitations, Disclaimers and Amendments. .........................................................61
ARTICLE XIV
Section 14.1. Limitations on Modifications. ...............................................................................62

Section 14.2. Powers of Amendment. .........................................................................................62
Section 14.3. Consent of Owners. ...............................................................................................63
Section 14.4. Mailing of Notice. .................................................................................................63
Section 14.5. Amendments by Unanimous Consent. ..................................................................63
Section 14.6. Exclusion of Bonds................................................................................................63
Section 14.7. Attorney General Modification. ............................................................................64
ARTICLE XV
DISCHARGE
Section 15.1. Discharge. ..............................................................................................................64
ARTICLE XVI
REFUNDED OBLIGATIONS
Section 16.1. Payment of Paying Agency. ..................................................................................64

Section 16.2. Escrow Agreement. ...............................................................................................64
Section 16.3. Redemption of Refunded Obligations. ..................................................................65
Section 16.4. Purchase of Federal Securities...............................................................................65
Section 16.5. Notice of Deposit and Redemption. ......................................................................65
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ARTICLE XVII
Section 17.1. Notices. ..................................................................................................................65

Section 17.2. Conflicts. ...............................................................................................................66
Exhibit A – Continuing Disclosure
Exhibit B – Payment Request Form for Maintenance and Operations Account
Exhibit C –Schedule of Maximum Balances in Maintenance and Operations Account
Exhibit D – Payment Request Form for 2010C Project Fund
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AN ORDINANCE PROVIDING FOR THE ISSUANCE AND
SALE OF CITY OF IRVING, TEXAS, [SPECIAL REVENUE]
AND REFUNDING BONDS, TAXABLE SERIES 2010C, IN
THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO
EXCEED $_____________; PROVIDING FOR THE AWARD
OF THE SALE THEREOF IN ACCORDANCE WITH
SPECIFIED PARAMETERS; APPROVING AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A
BOND PURCHASE AGREEMENT, AN ESCROW
AGREEMENT, AND A PAYING AGENT/REGISTRAR
AGREEMENT; AND PRESCRIBING OTHER MATTERS WITH
RESPECT THERETO
WHEREAS, there are presently outstanding certain obligations of the City, described on
Schedule I attached hereto and incorporated herein by reference for all purposes (collectively, the
“Refunded Obligation Candidates”), which are secured by and payable from ad valorem taxes
levied on property within the City in an amount sufficient to pay principal of and interest on such
bonds as they become due within the limits prescribed by law; and
WHEREAS, Chapter 1207, Texas Government Code, as amended (“Chapter 1207”)

further authorizes the City to enter into an escrow agreement with any commercial bank with
respect to the safekeeping, investment, reinvestment, administration and disposition of any such
deposit, upon such terms and conditions as the City and such bank may agree, provided that such
deposits may be invested and reinvested only in direct obligations of the United States of
America, including obligations the principal of and interest on which are unconditionally
guaranteed by the United States of America, and which shall mature and bear interest payable at
such times and in such amounts as will be sufficient to provide for the scheduled payment or
prepayment of the Refunded Obligations; and
WHEREAS, The Wells Fargo Bank, National Association, is a commercial bank which
does not act as depository for the City and the Escrow Agreement hereinafter authorized
constitutes an escrow agreement of the kind authorized by said Chapter 1207; and
WHEREAS, the City Council of the City hereby finds and determines that the issuance
and delivery of the refunding bonds hereinafter authorized is in the public interest and the use of
the proceeds in the manner herein specified constitutes a valid public purpose; and
WHEREAS, the City Council hereby finds and determines that the refunding
contemplated in this Ordinance will benefit the City by restructuring the City’s long term debt
service obligations, and that such benefit is sufficient consideration for the refunding of the
Refunded Obligations; and
WHEREAS, , in addition to the refunding bonds, the City intends to issue new money
and Chapter 1371, Government Code, as amended (“Chapter 1371”), Chapter 334, Local
Government Code, as amended (“Chapter 334”) and Chapter 351, Tax Code, as amended
(“Chapter 351”) authorize the City of Irving, Texas (the “City”), to issue its bonds or other
obligations for the purpose of financing all or a portion of the costs of a convention center (the
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“Convention Center”) and a related multi-functional theater, performance hall, music hall and
community and Entertainment Center and related infrastructure, including hotel, retail, restaurant
and parking facilities (the “Entertainment Center” and, together with the Convention Center, the
“Project”) that is planned to be located within the Las Colinas Urban Center of the City; and
WHEREAS, at an election held within the City, on November 6, 2007, a majority of the
voters voting at said election voted in favor of a proposition authorizing the City to (i) to provide
for the planning, acquisition, establishment, development, construction and financing of the
Project, (ii) to impose a tax, not to exceed three dollars ($3.00) on each parked motor vehicle
parking in a parking facility of the Entertainment Center, (iii) to impose a tax on each ticket sold
as admission to an event held at the Entertainment Center, at a rate not to exceed ten percent
(10%) of the price of the ticket sold as admission; and (iv) to impose a tax on the occupancy of a
room in a hotel located within the City, at a rate not to exceed two percent (2%) of the price paid
for such room; and
WHEREAS, pursuant to the Special Tax Ordinance adopted by the City on March 13,
2008, the City levied the 2% hotel occupancy tax (the “2% Hotel Tax”), pursuant to Chapter 334,
and began imposing the 2% Hotel Tax on April 1, 2008; and
WHEREAS, the City is a city with an estimated 2010 population of 207,776, located in
Dallas County, a county with a population of more than one million, and on July 8, 2010, the
City approved and adopted a Capital Improvement Program for the expansion of the City’s
existing Convention Center, which includes the construction of the Entertainment Center; and as
such, the City is an “Eligible Central Municipality” pursuant to Chapter 351; and
WHEREAS, the Entertainment Center includes twelve (12) luxury hotel suites within the
performance hall, a hotel lobby, reception desk, concierge and hotel parking facilities
(collectively, the “EC Hotel”); and
WHEREAS, the Convention Center and the Entertainment Center are considered to be
one project by the City with the primary purpose of hosting conventions and meetings; and
WHEREAS, the Entertainment Center is a key component of the Convention Center and
will be used by the Convention Center to book speakers and other special performance events in
conjunction with Convention Center meetings and conventions; and
WHEREAS, the Entertainment Center will be located immediately adjacent to the

Convention Center and will allow patrons to access the Entertainment Center for Convention
Center events held at the Entertainment Center through a pedestrian walkway connecting the
facilities; and
WHEREAS, the Entertainment Center will supply special performance space to the
Convention Center that will allow the Convention Center to attract additional events and increase
its capacity to hold events requiring a performance space; and
WHEREAS, the City intends for the Convention Center and Entertainment Center to
have coordinated booking so as to allow the Convention Center to have access to the
Entertainment Center space for Convention Center purposes; and
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WHEREAS, pursuant to Chapter 351, and Chapter 151, Texas Tax Code, as amended,
the City, as an Eligible Central Municipality, is authorized to pledge to bonds issued to construct
the Entertainment Center, funds derived from the imposition of the State EC Sales Tax, and the
State EC Hotel Tax (all as defined herein), provided that such funds are those collected from the
Entertainment Center; and
WHEREAS, pursuant to Chapter 351 and Chapter 2303, Texas Government Code, as
amended, the City is also authorized to pledge the City EC Sales Tax, the State EC Mixed
Beverage Tax – State Portion, the State EC Hotel Tax and the State EC Mixed Beverage Tax –
City Portion, (all as defined herein) to Bonds issued for the construction of the Entertainment
Center, provided that such funds are those collected from the Entertainment Center; and
WHEREAS, the City proposes to issue its Bonds for the purpose of paying a portion of
the costs of planning, acquiring, establishing, developing constructing and equipping the
Entertainment Center, such Bonds to be secured by and payable solely from the receipts from the
Parking Tax, the Admissions Tax, and Pledged Rent, on a senior lien basis, the 2% Hotel Tax ,
State EC Sales Tax, the State EC Hotel Tax, the State EC Mixed Beverage Tax – State Portion,
the State EC Mixed Beverage Tax – City Portion, and the City EC Sales Tax, on a junior lien
basis, all as described and defined in this Ordinance; and
WHEREAS, pursuant to Chapter 1371, the City is authorized to issue bonds for the
payment of the costs of planning, constructing and equipping the Entertainment Center and to
pledge to the payment of such bonds, the revenues received from the levy and/or receipt of the,
the Parking Tax, the Admissions Tax and the Pledged Rent on a senior lien basis, the 2% Hotel
Tax, State EC Sales Tax, the State EC Hotel Tax, the State EC Mixed Beverage Tax – State
Portion, the State EC Mixed Beverage Tax – City Portion and the City EC Sales Tax on a junior
lien basis; and
WHEREAS, the City Council desires to delegate, pursuant to Chapter 1371 and the
parameters of this Ordinance, to the Pricing Committee, the authority to approve the amount, the
interest rate, the number of series, the price and terms of the Bonds authorized hereby and to
otherwise take such actions as necessary and appropriate to effect the sale of the Bonds; and
WHEREAS, it is hereby found and determined that the meeting at which this Ordinance
is considered is open to the public as required by law, and public notice of the time, place, and
purpose of said meeting was given as required by Chapter 551, Texas Government Code, as
amended;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY

OF IRVING, TEXAS:
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ARTICLE I
Section 1.1. Definitions.
Unless otherwise expressly provided or unless the context clearly requires otherwise in
this Ordinance, the following terms shall have the meanings specified below:
“2% Hotel Tax” means the 2% hotel occupancy tax levied and imposed in the Special
Tax Ordinance.
on the 2% Quarterly Payment Dates.
“2010C Administrative Expenses Fund” means the fund created under Section 8.2 and
administered under Section 8.13.
“2010C Contingency Reserve” means that reserve created in Section 8.2 and
“2010C Contingency Reserve Requirement” means the amount, on an annual basis, that
is accumulated in the 2010C Contingency Reserve for the payment of Debt Service on the Bonds
as specified in Section 8.8 herein, such amount to be accumulated until the 2010C Contingency
Reserve contains funds in an amount equal to the Average Annual New Debt Service on the
Series 2010C.
“2010C Debt Service Fund” means that fund created in Section 8.2 and administered
“2010C Debt Service Reserve Fund” means that fund created in Section 8.2 and
“2010C Debt Service Reserve Fund Requirement” means the least of: (i) Maximum
Annual Debt Service on the Series 2010C Bonds, as of the date of issuance, (ii) 125% of average
Annual Debt Service on the Series 2010C Bonds as of the date of issuance, or (iii) 10% of the
original principal amount of the Series 2010C Bonds as of the date of issuance (or sale proceeds
in the event that the amount of original issue discount exceeds 2% multiplied by the stated
redemption price at maturity); provided however, that the 2010C Debt Service Reserve Fund
Requirement shall be reduced by a percentage equal to the pro rata amount of Series 2010C
Bonds redeemed pursuant to optional redemption divided by the total amount of the Outstanding
Series 2010C Bonds prior to such redemption.
“2010C Maximum Annual Debt Service” means the largest Annual Debt Service for any
Bond Year after the calculation is made through the final maturity date of any Outstanding Series
2010B Bonds.
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“2010C Project Fund” means that fund created by Section 8.2 and administered pursuant
to Section 8.15.
“2010C Revenue Fund” means that fund created pursuant to Section 8.2 and administered
“2010C Surplus Fund” means that fund created by Section 8.2 and administered pursuant
to Section 8.14 of this Ordinance.
“Actual Costs” means the costs of planning, constructing and equipping the
Entertainment Center actually paid or incurred.
“Additional Bonds” means the bonds or other obligations authorized by Article X herein.
“Administrative Expenses” means the fees, expenses and indemnification liabilities

payable to the Persons to whom fees and expenses incurred in connection with the Bonds issued
hereunder are owed, including but not limited to the fees and expenses of the Paying
Agent/Registrar and the Trustee.
“Admissions Tax” means an amount equal to ten percent (10%) of the price of each ticket
sold to an Event at the Entertainment Center, as imposed by the City pursuant to the Admissions
Tax Ordinance.
“Admissions Tax Ordinance” means that Ordinance No. _____ of the City, authorizing
the levy and imposition of the Admissions Tax pursuant to Subchapter ___ of Chapter 334.
“Admissions Tax Revenues” means the gross amount of revenues collected from the Ad
missions Tax levied pursuant to the City’s Admissions Tax Ordinance.
“Annual Debt Service” means, for each Bond Year, the sum of the principal and interest
due on the Outstanding Bonds plus the redemption price of any Bonds to be redeemed in such
Bond Year, assuming that the Outstanding Bonds are retired as scheduled (including by reason
of a mandatory sinking fund redemption).
“Applicable Law” means Chapter 334, Chapter 351, Chapter 1371, Chapter 151, Texas
Tax Code, as amended and Chapter 2303, Texas Government Code, as amended, the Parking
Tax Ordinance and Admissions Tax Ordinance, the duly adopted home rule charter of the City,
and all other laws or statutes, rules or regulations, and any amendments thereto, of the State or of
the United States by which the City and its powers, securities, operations and procedures are, or
may be, governed or from which its powers may be derived.
“Authorized Denominations” means the minimum of $5,000 and any integral multiple
thereof unless otherwise designated in the Pricing Certificate.
“Authorized Officer” means that official or agent of the City authorized by the City
Council or City Manager of the City to undertake the action referenced herein.
“Average Annual Net Debt Service” means __________________.
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“Bond” means any of the Bonds.
“Bond Purchase Contract” has the meaning assigned in Section 8.1(b).
“Bond Year” means the one-year period beginning on October 1 in each year and ending
on September 30 in the following year
“Bonds” means, collectively, the City’s bonds authorized to be issued by Section 3.1 of
this Ordinance and designated as “City of Irving, Texas, [Special Revenue] and Refunding
Bonds, Taxable Series 2010C.
“Business Day” means any day other than a Saturday, Sunday or legal holiday or other
day on which banking institutions in the State of Texas are generally authorized or obligated by
law or executive order to close.
“City” means the City of Irving, Texas.
“City EC Sales Tax” means the 1% sales and use tax levied and collected by the City
pursuant to Chapter 321, Texas Tax Code, as amended, from within the Entertainment Center
and pledged to secure the Bonds by the City pursuant to Chapter 351 and Section 2303.5055,
Texas Government Code, as amended, for a period of ten (10) years.
“Closing Date” means the date of the initial delivery of and payment for the first
installment of Bonds to the Underwriters.
“Code” means the Internal Revenue Code of 1986, as amended, including applicable
regulations, published rulings and court decisions.
“Concessionaire” means BB Concepts, LLC, (i.e., the entity responsible developing

concepts and intellectual property), Las Colinas, LLC (i.e., the food and beverage operations
concessionaire), B. Retail, LLC (i.e., the retail entity), and Blue Marble 360, LLC (i.e., the
content entity), either individually or collectively, together with any of their respective affiliates
and their respective successors, assigns and substitute and replacement entities.
“Costs of Issuance Fund” means that fund created pursuant to Section 8.2 and
“County” means Dallas County, Texas.
“Debt Service” means with respect to the Bonds, an amount equal to the principal of,
redemption premium, if any, and interest on such Bonds.
“Designated Payment/Transfer Office” means (i) with respect to the initial Paying
Agent/Registrar named herein, its office in __________, or at such other location designated by
the Paying Agent/Registrar and (ii) with respect to any successor Paying Agent/Registrar, the
office of such successor designated and located as may be agreed upon by the City and such
successor.
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“DTC” means The Depository Trust Company of New York, New York, or any
successor securities depository.
“DTC Participant” means 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.
“EC Hotel” means hotel, located within the Entertainment Center, consisting of twelve
(12) luxury hotel suits overlooking the performance hall, a hotel lobby, reception desk, concierge
and hotel parking facilities.
“EMMA” means the Electronic Municipal Market Access System.
“Entertainment Center” means that site, consisting of approximately 18 acres, located in

Las Colinas on which the Entertainment Center project is to be constructed.
“Event” means all revenue producing entertainment, cultural, civic and other activities
and events conducted at the Entertainment Center and for which admission tickets are sold,
excluding City sponsored activities and events, including, without limitation, charitable
fundraisers under Section 20(v) of the Lease.
“Event of Default” means any event of default as defined in Section 12.1 of this
Ordinance.
“Festivals” means an Event at the Entertainment Center that occurs on any part of at least
two (2) consecutive days (but an Event that starts on one day and finishes by 3:00 a.m. on the
next day counts as a one-day Event) for which a customer admission fee is charged and that
covers the Plaza, the Promenade and/or all or any portion of the Walkway (and which may or
may not include other portion of the Entertainment Center). An Event that involves only the
Performance Hall and the Plaza, but does not include the Promenade or any other portion of the
Walkway, is not a Festival even if an admissions fee is charged for the Event.
“Initial Bonds” means the Initial Bonds authorized by Section 3.4 of this Ordinance.
“Initial Date” means the date designated as the Initial Date in the Pricing Certificate.
“Initial Term” means the period commencing on the first day of the first full calendar
month after the calendar month in which a notice of completion of construction of the
Entertainment Center is recorded by the Partnership in the official public records of Dallas,
County, Texas and continuing for twenty-five (25) years thereafter.
“Interest Payment Date” means the date or dates on which interest on the Bonds is
scheduled to be paid until their respective dates of maturity or prior redemption, as designated in
[“Junior Lien Bonds” means bonds secured in whole or in part by a lien junior and
subordinate to the lien on the Pledged Taxes securing payment of the Bonds secured by the
Pledged Taxes, including bonds to refund such junior lien bonds.]
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[“Junior Lien Bond Fund” means that fund created by Section ___ and administered
according to the ordinances authorizing the issuance of the Junior Lien Bonds.]
“Lease” means that certain Second Amended and Restated Entertainment Center Lease
Agreement dated August 5, 2010 entered into by and between the City and the Partnership, as
amended.
“Letter of Instruction” means a written letter of instructions addressed to the Trustee and
signed by an Authorized Officer.
“MSRB” means the Municipal Securities Rulemaking Board.
“Maintenance and Operations Account” means that account, created pursuant to

Section 8.2 and administered pursuant to Section 8.9, held by the Trustee, and described in the
Lease, the funds in which shall be used for the maintenance, repair, replacement and operation of
the Entertainment Center (excluding any general overhead and administrative expenditures, as
defined under Treasury Regulation Section 1.141-4(c)(2)(i)(C)).
“Maintenance and Operations Account Balance” means the amount not to exceed
$480,000 for Bond Year 2011 and amounts equal to those specified on Exhibit C attached hereto
for subsequent years.
“Maximum Annual Debt Service” means the maximum amount of principal and interest
due on the Series 2010C Bonds in any future fiscal year.
“Maximum Interest Rate” means the maximum net effective interest rate permitted by
law to be paid on obligations issued or incurred by the City in the exercise of its borrowing
powers (currently prescribed by Chapter 1204, Texas Government Code, as amended, or any
successor provision).
“Net Admissions Tax Revenues” means the Admissions Tax less an amount equal to one
percent (1%) of the Admissions Tax Revenues, as authorized by the City’s Admissions Tax
Ordinance.
“Net Parking Tax Revenues” means the Parking Tax less an amount equal to one percent
(1%) of the Parking Tax Revenues collected, as authorized by the City’s Parking Tax Ordinance.
“Net Sponsorship Commissions” means any commission, not to exceed 5%, paid during
the applicable time period to the concert promoter or to a third party that is not affiliated with
either the Partnership or Concessionaire as a commission for obtaining Festival sponsorships or
for the sale of naming rights of the Entertainment Center, as applicable.
“Outstanding” when used with reference to the Bonds means, as of any date, Bonds
theretofore or thereupon being authenticated and delivered under this Ordinance except:
(i) Bonds which have been fully paid at or prior to their maturity or on or prior to a
redemption date;
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(ii) Bonds (or portions thereof) for the payment of which moneys equal to the
principal amount or redemption price thereof, as the case may be, with interest to the date of
maturity or redemption, shall be held by the Trustee or a Paying Agent/Registrar in cash in trust
under Articles II or VII of this Ordinance and set aside for payment at maturity or redemption on
a redemption date and for which notice of redemption has been given or provision has been made
therefor;
(iii) Bonds in lieu of or in substitution for which other Bonds have been authenticated
and delivered pursuant to this Ordinance; and
(iv) Bonds for which payment has been provided by defeasance in accordance with
Section 16.1.
“Owner” means the person who is the registered owner of a Bond or Bonds, as shown in
the Register.
“Parking Facility” means any parking facility used, acquired or constructed to provide
parking for Irving Entertainment Center, including the complex known as Urban Towers, 222
East Las Colinas Blvd. as defined in the Parking Lease Agreement with SP Millennium Center,
LP, as landlord, and City of Irving, as tenant; and any parking facility whether on-site or off-site
used by Lessee to provide parking for the Entertainment Center; but specifically excluding the
Convention Center parking garage.
“Parking Tax” means an amount equal to $3.00 per motor vehicle assessed against each
motor vehicle parked at a Parking Facility pursuant to and as described in the Parking Tax
Ordinance.
“Parking Tax Ordinance” means that Ordinance No. _____ of the City, authorizing the
levy and imposition of the Parking Tax.
“Parking Tax Revenues” means the gross amount of revenues collected from the Parking
Tax levied and imposed pursuant to the Parking Tax Ordinance.
“Partnership” means Las Colinas Group, LP, a Texas limited partnership or its successors
and assigns.
“Paying Agent/Registrar” means initially Wells Fargo Bank, National Association,

Minneapolis, Minnesota, or any successor thereto as provided in this Ordinance.
“Performance Hall” means a performance hall within the Entertainment Center with a
seated capacity of approximately 5200 persons, including suites and boxes.
“Plaza” means the open air plaza directly connected to the Performance Hall that is
utilized for outdoor festivals, concerts and other events.
“Pledged Rent” means the amount payable by the Tenant to the City pursuant to the
Lease in an amount equal to: 1) $1,000,000 annually commencing on the first day of the Initial
Term and throughout the first Renewal Term, and at the Prevailing Rental Rate for the second
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and third Renewal Term; and 2) the greater of $250,000 or two percent (2%) of the Partnership’s
gross revenues derived from the sum of the following for the prior calendar year, (A) admission
fees from all Festivals (B) vendor booth fees (or comparable fees derived from making space
available to vendors within the Festival), plus (C) sponsorship fees (net of any sponsorship
payments reasonably allocated toward suites, tickets and other amenities and net of any Net
Sponsorship Commissions but excluding (i) State EC Sales Tax and City EC Sales Tax and (ii)
food and beverage revenues plus (3) the greater of $250,000 or ten percent (10%) of the
Partnership’s revenues for the prior calendar year from (A) the sale of naming rights for the
Entertainment Center as a whole, or (B) if the naming rights for the Entertainment Center as a
whole are not sold, then the sale of naming rights for the Performance Hall, net of any Net
Sponsorship Commissions..
“Pledged Revenues and Funds” means, with respect to the Series 2010C Bonds,
(a) receipts from the Parking Tax, Admissions Tax and Pledged Rent, (b) surplus receipts from
the 2% Hotel Tax, the State EC Sales Tax, the State EC Hotel Tax, the State EC Mixed Beverage
Tax – State Portion, the State EC Mixed Beverage Tax – City Portion, and the City EC Sales
Tax, on a junior lien basis, and all as on deposit in (i) the 2010C Revenue Fund, (ii) the 2010C
Debt Service Fund, (iii) the 2010C Debt Service Reserve Fund, (iv) the 2010C Contingency
Reserve, and (v) the 2010C Surplus Fund and (b) any Investment Securities or other investments
or earnings belonging to any of the funds identified in clauses (i) through (v), above, and not
required to be used for the other purposes permitted by Applicable Law and this Ordinance, (c)
any additional funds, accounts, revenues, or other moneys or funds of the City which hereafter
may be expressly and specifically pledged to the payment of all, but not less than all, of the
Outstanding Series 2010C Bonds.
“Pledged Taxes” means, on a senior lien basis, the gross revenues due or owing to, or
received by, the City from the levy and imposition of the Parking Tax and the Admissions Tax
(being the Net Parking Tax Revenues and the Net Admissions Tax Revenues), and on a junior
lien basis, the gross revenues due or owning to, or received by, the City from the levy and
imposition of the 2% Hotel Tax, the State EC Sales Tax, the State EC Hotel Tax, the State EC
Mixed Beverage Tax – State Portion, the State EC Mixed Beverage Tax – City Portion, and the
City EC Sales Tax, in all cases less any amounts withheld by persons in payment of costs of
collection to the extent permitted by Chapter 334, 351, Chapter 151, Chapter 2303 Texas
Government Code, as amended or the Parking Tax Ordinance or the Admissions Tax Ordinance,
as amended.
“Prevailing Rental Rate” means a rate of rental for entertainment venues of comparable
quality, size and uses as the Entertainment Center, as determined pursuant to the terms of
Exhibit D of the Lease.
“Pricing Certificate” means a certificate or certificates to be signed by the Pricing

Committee.
“Pricing Committee” means the Mayor, the Chief Financial Officer of the City and the
Chairman, Audit and Finance Committee, acting together unless otherwise specified in the
Ordinance.
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“Promenade” means the promenade outside of the Performance Hall, adjacent to the
Restaurants.
“Public Area Programming Account” means that account within the 2010C Surplus Fund,
administered pursuant to Section 8.14 herein, that shall be used solely for the purpose of funding
the costs of Festivals and other promotional activities on the Walkway, the Promenade, the Plaza
and other outdoor areas of the Entertainment Center (excluding any general overhead and
administrative expenditures and any capital expenditures).
“Quarterly Payment Date” means the February 15th, May 15th, August 15th and
November 15th in each Bond Year.
“Record Date” means the last Business Day of the month next preceding an Interest
Payment Date.
“Redemption Fund” means that fund created pursuant to Section 8.2 and administered
“Redemption Fund Requirement” means the amount deposited in the Redemption, such
amount not to exceed $3,000,000 in any year.
“Redemption Price” means, with respect to the Bonds, the principal amount thereof plus
the applicable premium, if any, payable upon redemption thereof pursuant to the terms of the
Bonds.
“Refunded Obligation Candidates” means the obligations of the City described in

Schedule 1 attached hereto which are authorized to be designated as Refunded Obligations in the
Pricing Certificate.
“Refunded Obligations” means those obligations of the City to be designated in the

Pricing Certificate from the universe of Refunded Obligation Candidates described in Schedule 1
attached hereto.
“Register” means the bond register specified in Section 3.6(a) of this Ordinance.
“Released Rent” means the amount of Pledged that shall be transferred to the City
annually for any lawful use after the expiration of ten (10) years beginning with Bond Year
2011. Such amounts shall not be transferred to the City unless the City provides an opinion of
Bond Counsel to the Trustee that such transfer does not adversely affect (a) the exclusion from
gross income for federal income tax purposes of interest on the Tax-Exempt Subseries 1 Bonds
and (b) the qualification of the Taxable Bonds as “build America bonds” under section 54AA(d)
of the Code and “qualified bonds” under section 54AA(g) of the Code for federal income tax
purposes.
“Renewal Term” means three separate and successive options to extend the term of the
Lease beyond the Initial Term for a period of twenty-five (25) years in each instance.
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“Rent Remainder” means the amount of Pledged Rent in excess of the Released Rent in
any calendar year.
“Restaurants” means the restaurants located within the Entertainment Center.
“SEC” means the United States Securities and Exchange Commission.
“Series 2010C Bonds” means any City of Irving, Texas [Special Revenue] Bonds,
Taxable Series 2010C.
“Sinking Fund Installment” means the amount of money to redeem or pay at maturity the
principal of Bonds payable from such installments at the times and in the amounts provided in
“Special Tax Ordinance” means Ordinance No. 8930 passed by the City Council on
March 13, 2008 levying the 2% Hotel Tax pursuant to Subchapter H of Chapter 334.
“State EC Hotel Tax” means the 6.00% State hotel occupancy tax levied by the State
pursuant to Chapter 151, Texas Tax Code and collected by the State from within the
Entertainment Center, as calculated by the Texas State Comptroller, and remitted to the City
(10) years.
“State EC Mixed Beverage Tax – City Portion” means that portion that portion of the
State mixed beverage tax, levied by the State pursuant to Chapter 183, Texas Tax Code, as
amended, that is collected by the State from within the Entertainment Center, as calculated by
the Texas State Comptroller, and that is remitted to the City pursuant to Section 2303.5055 of the
Government Code and Section 351.102(c) of Chapter 351. Such portion is equal to 1.50% of the
14% mixed beverage tax collected by the State, less any collection fees charged by the State, for
a period of ten (10) years.
“State EC Mixed Beverage Tax – State Portion” means that portion of the State mixed
beverage tax, levied by the State pursuant to Chapter 183, Texas Tax Code, as amended, that is
collected by the State from within the Entertainment Center, as calculated by the Texas State
Comptroller, and that is remitted to the City pursuant to Section 2303.5055 of the Government
Code and Section 351.102(c) of Chapter 351. Such portion is equal to 14% less 1.50% of the
14% remitted to the City and 1.50% of the 14% remitted to the County and less any collection
fees charged by the State, for a period of ten (10) years.
“State EC Sales Tax” means the State 6.25% sales and use tax levied by the State
pursuant to Chapter 151, Texas Tax Code, as amended, and collected by the State from within
the Entertainment Center, as calculated by the Texas State Comptroller, and remitted to the City
(10) years.
“Taxable Bonds” means Taxable Subseries 2 and Taxable Series 2010B Bonds.
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“Taxable Series 2010B Bonds” means any City of Irving, Texas [Special Tax] Revenue
Bonds, Taxable Series 2010B (Build America Bonds – Direct Payment).
“Taxable Subseries 2” means any City of Irving, Texas [Special Tax] Revenue Bonds,
Series 2010A, Taxable Subseries 2 (Build America Bonds – Direct Payment) identified in the
Pricing Certificate as a bond, interest on which is not excludable from gross income for federal
income tax purposes.
“Tax-Exempt Subseries 1” means any City of Irving, Texas [Special Tax] Revenue
Bonds, Series 2010A, Tax-Exempt Subseries 1, identified in the Pricing Certificate as a bond,
interest on which is excludable from gross income for federal income tax purposes.
“Tenant” means the Partnership, its successors and assigns as tenant under the Lease.
“Trust Estate” means the Trust Estate described in the granting clauses of this Ordinance.
“Trustee” means Wells Fargo Bank, National Association, or any successor thereto, as
provided in this Ordinance.
“Underwriters” means the Underwriters named in the Bond Purchase Contract.
“Venue Project Fund” means the “Fund” established pursuant to the Venue Project Fund
Resolution.
“Venue Project Fund Resolution” means the Resolution No. 3-13-08-113 of the City
Council adopted on March 13, 2008, in which the City Council established the Venue Project
Fund, as required and prescribed by Section 334.042, Local Government Code, as amended.
“Walkway” means ______________________.
Section 1.2. Findings.
The declarations, determinations and findings declared, made and found in the preamble
to this Ordinance are hereby adopted, restated and made a part of the operative provisions hereof.
Section 1.3. Table of Contents, Titles and Headings.
The table of contents, titles and headings of the Articles and Sections of this Ordinance
have been inserted for convenience of reference only and are not to be considered a part hereof
and shall not in any way modify or restrict any of the terms or provisions hereof and shall never
be considered or given any effect in construing this Ordinance or any provision hereof or in
ascertaining intent, if any question of intent should arise.
Section 1.4. Interpretation.
(a) Unless the context requires otherwise, words of the masculine gender shall be
construed to include correlative words of the feminine and neuter genders and vice versa, and
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words of the singular number shall be construed to include correlative words of the plural
number and vice versa.
(b) Any action required to be taken on a date which is not a Business Day shall be
done on the next succeeding Business Day and have the same effect as if done on the date so
required.
(c) This Ordinance and all the terms and provisions hereof shall be liberally
construed to effectuate the purposes set forth herein and to sustain the validity of this Ordinance.
ARTICLE II
Section 2.1. Levy of 2% Hotel Tax, Parking Tax, Admissions Tax and City EC Sales
Tax.
(a) The City hereby confirms the levy and imposition by the City of the 2% Hotel
Tax, the Parking Tax and the Admissions Tax pursuant to Chapter 334 (at the maximum rates
voted at the election held by and within the City on November 6, 2007), and the City EC Sales
Tax pursuant to Chapter 321, Texas Tax Code, as amended. The City hereby warrants and
represents that the City has duly and lawfully levied and imposed and has lawfully ordered the
collection of the 2% Hotel Tax, the Parking Tax, the Admissions Tax and the City EC Sales Tax
to the full extent permitted by and described by Applicable Law.
(b) For so long as any Bonds are outstanding, the City covenants, agrees and warrants
to take and pursue all action permissible under Applicable Law to cause the 2% Hotel Tax, the
City EC Sales Tax, the Parking Tax and the Admissions Tax to be levied, imposed and collected
continuously, in the manner and to the maximum extent permitted by Applicable Law, and to
cause no reduction, abatement or exemption in the 2% Hotel Tax, the City EC Sales Tax, the
Parking Tax and the Admissions Tax, or in the respective rates of such taxes below the
respective rates stated, confirmed and ordered in subsection (a) of this Section.
(c) The City agrees to take and pursue all action permissible under Applicable Law to
cause the 2% Hotel Tax, the City EC Sales Tax ,the Parking Tax and the Admissions Tax to be
collected, remitted, and deposited with the City as herein required.
(d) The City covenants that it shall use diligence to collect promptly the State EC
Hotel Tax, the State EC Sales Tax, the State EC Mixed Beverage Tax – State Portion and the
State EC Mixed Beverage Tax – City Portion.
Section 2.2. Pledge and Security; Assignment to Trustee.
(a) The City hereby irrevocably pledges to the payment of the Bonds (i) the Pledged
Taxes, and (ii) the Pledged Revenues and Funds, such pledge being specifically made to the
payment of Debt Service on the Bonds which are or may be Outstanding from time to time.
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(b) The provisions, covenants, pledge and lien on and against and security interest in
the Pledged Taxes, and the Pledged Revenues and Funds, on the basis, and in the manner as
herein set forth, are established and shall be for the equal benefit, protection and security, of the
Owners of the Bonds, due and payable, without distinction as to priority and rights under this
Ordinance.
(c) The Bonds, including interest payable thereon, shall constitute special obligations
of the City, payable solely from, and secured solely by a pledge of and lien on, the Pledged
Taxes, and the Pledged Revenues and Funds, and not from any other revenues, properties or
income of the City. The Bonds shall not constitute debts or obligations of the State or of the
City, except to the extent provided in this Ordinance, and the Owners shall never have the right
to demand payment out of any funds raised or to be raised by any system of ad valorem taxation.
(d) For the purpose of further supporting the pledge and lien herein created, the City
hereby TRANSFERS, SETS OVER and ASSIGNS to the Trustee and GRANTS A SECURITY
INTEREST to the Trustee in, all of the Pledged Taxes, and the Pledged Revenues and Funds, in
trust for the benefit of the Owners. It is provided, however, that the Pledged Taxes and Pledged
Revenues and Funds shall be received, deposited, held, used and applied strictly in accordance
with and subject to the terms and provisions of, Chapter 334, Chapter 351, the Parking Tax
Ordinance, the Admissions Tax Ordinance and this Ordinance.
(e) The City hereby irrevocably appoints the Trustee as its lawful agent and attorney-
in-fact, for the purpose of performing those duties which consist of receiving the Pledged Taxes
and Pledged Revenues and Funds. The power of attorney herein conferred and the agency herein
created is granted for valuable consideration and is irrevocable for so long as all or any part of
the Bonds remain Outstanding. In addition, it is intended that the power of attorney herein
conferred be coupled with an interest, and in furtherance thereof the City and the Trustee confirm
their specific, present and co-existing interest in the Pledged Taxes and the Pledged Revenues
and Funds.
(f) The City shall cause amounts representing 2% Hotel Tax that are to be transferred
pursuant to Section ___ herein to be transferred to the Trustee quarterly on the Quarterly
Payment Date following the receipt thereof and the completion of the City’s reporting and
reconciliation procedures relating to the collection thereof. If any receipts from the Pledged
Taxes required to be transferred pursuant to Section ___ are received by the City after the
Quarterly Payment Date for any quarter and the receipts are from the preceding quarter, the City
shall pay those amounts on the next subsequent Quarterly Payment Date.
(g) The City shall cause amounts representing the City EC Sales Tax and the State
EC Mixed Beverage Tax – City Portion to be transferred to the Trustee pursuant to Section ___
herein, following the receipt thereof and the completion of the City’s reporting and reconciliation
procedures related to the receipt thereof.
(h) The City shall cause amounts representing the State EC Sales Tax, the State EC
Hotel Tax and the State EC Mixed Beverage Tax – State Portion to be transferred to the Trustee
pursuant to Section ___, following the receipt thereof and the completion of the City’s reporting
and reconciliation procedures related to the receipt thereof.
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(i) The City shall cause amounts representing the Parking Tax and the Admissions
Tax to be transferred to the Trustee pursuant to Section ___, following the receipt thereof and the
completion of the City’s reporting and reconciliation procedures related to the collection thereof.
Section 2.3. Security Agreement.
(a) This Ordinance, certified and delivered to and accepted by the Trustee, is and
shall continuously be and constitute a security agreement establishing a first lien on and security
interest in the Pledged Taxes and Pledged Revenues and Funds, pursuant to Applicable Law,
with the Trustee as the secured party. The grants, assignments, lien, pledge and security interest
of the Trustee created herein on and against the Pledged Taxes and Pledged Revenues and Funds,
as applicable, shall become effective immediately upon and from the time of payment for and
delivery of the Bonds and the same shall be continuously effective for so long as any Bonds are
Outstanding or Administrative Expenses remain unpaid.
(b) Such grants, assignments, lien, pledge and security interest shall be fully effective
as to Pledged Taxes and Pledged Revenues and Funds, on hand, and all Pledged Taxes shall be
subject thereto on and as of the day or date on which they are owed to or collected by any party
for the account of the City.
(c) The City shall keep a full and complete copy of this Ordinance, and its
authorizing proceedings at all times among the permanent records of the City. Such records shall
be open for inspection to any member of the general public and to any individual, firm,
corporation, governmental entity or other person proposing to do or doing business with, or
having or asserting claims against the City, at all times during regular business hours.
(d) The provisions and filings required by subsections (a), (b) and (c) of this
Section are included, provided, required and made herein pursuant to the requirements of, and
with the effect stated in, Chapters 1201 and 1208, Government Code, as amended. Should any
other Applicable Law, in the opinion of counsel to the City, ever require filings additional to the
filing required by subsection (c) of this Section in order to preserve and protect the priority of the
grants, assignments, lien, pledge and security interest created herein as to the Bonds, then the
City shall diligently and regularly make such filings to the extent required by law to accomplish
such result.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS

REGARDING THE BONDS
Section 3.1. Authorization.
The City’s Bonds to be designated “City of Irving, Texas, [Special Revenue] and
Refunding Bonds, Taxable Series 2010C, are hereby authorized to be issued and delivered in
accordance with the Constitution and the laws of the State of Texas, including specifically
Chapter 334, Chapter 351, and Chapter 1371. The Pricing Committee is hereby authorized and
directed to modify the title of the series to the extent that, in the judgment of the Pricing
Committee, it is necessary and appropriate. The final title and principal amount shall be
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determined by the Pricing Committee based on market conditions in the discretion of the Pricing
Committee and set forth in the Pricing Certificate. The Bonds shall be issued in the aggregate
principal amount per series designated in the Pricing Certificate, provided that the aggregate
principal amount the Bonds issued for the purpose of i) planning, acquiring, establishing,
developing constructing and equipping the Entertainment Center, shall not exceed
$___________, and the aggregate principal amount of the bonds issued for the purpose of (ii)
proving funds to refund the Refunded Obligations, to the extent provided in the Pricing
Certificate, and paying the City’s costs incurred in connection with the issuance of the Bonds,
shall not exceed $______________.
Section 3.2. Date, Denomination, Maturities and Interest.
(a) The Bonds shall be dated the date set forth in the Pricing Certificate. The Bonds
shall be in fully registered form, without coupons, in Authorized Denominations and shall be
numbered separately from one upward, except the Initial Bonds which shall be numbered T-1.
(b) The Bonds shall mature on the date and in the years and in the principal amounts
set forth in the Pricing Certificate, provided that the maximum maturity for the Bonds shall not
exceed 30 years.
(c) Interest shall accrue on each Bond respectively from the date of delivery to the
Underwriters, until its maturity or prior redemption, from the later of the date set forth in the
Pricing Certificate for Bonds, or the most recent Interest Payment Date to which interest has
been paid or provided for at the rates per annum for each respective maturity specified in the
Pricing Certificate. Such interest shall be payable on each Interest Payment Date until maturity
or prior redemption. Interest on the Bonds shall be calculated on the basis of a three hundred
sixty (360) day year composed of twelve (12) months of thirty (30) days each.
Section 3.3. Medium, Method and Place of Payment.
(a) The principal of, premium, if any, and interest on the Bonds shall be paid in
lawful money of the United States of America.
(b) Interest on the Bonds shall be payable by federal funds wire transfer upon the
written instruction from the Owner to the Paying Agent/Registrar, or by check (dated as of the
Interest Payment Date) and sent by the Paying Agent/Registrar to the person entitled to such
payment, by United States mail, first class, postage prepaid, to the address of such person as it
appears on the Register at the close of business on the last Business Day next preceding the date
of mailing of such notice or by such other customary banking arrangement acceptable to the
Paying Agent/Registrar; provided, however, that such person shall bear all risk and expense of
such other banking arrangement.
(c) The principal of each Bond shall be paid to the person in whose name such Bond
is registered on each Principal Payment Date (whether at the maturity date or the date of prior
redemption thereof) upon presentation and surrender of such Bond at the Designated
Payment/Transfer Office.
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(d) If the date for the payment of the principal of or interest on the Bonds shall be a
Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the
Designated Payment/Transfer Office is located are required or authorized by law or executive
order to close, the date for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday, or day on which banking institutions are required or 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 and no additional interest shall be due by reason of nonpayment on the
date on which such payment is otherwise stated to be due and payable.
(e) Unclaimed payments of amounts due hereunder shall be segregated in a special

account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the
Owner of the Bonds to which such unclaimed payments pertain. Subject to Title 6 of the Texas
Property Code, any unclaimed payments remaining unclaimed by the Owners entitled thereto for
three years after the applicable payment or redemption date shall be applied to the next payment
or payments on the Bonds thereafter coming due and, to the extent any such money remains after
the retirement of all outstanding Bonds, shall be paid to the City to be used for any lawful
purpose. Thereafter, neither the City, the Paying Agent/Registrar nor any other person shall be
liable or responsible to any holders of such Bonds for any further payment of such unclaimed
moneys or on account of any such Bonds, subject to Title 6 of the Texas Property Code.
Section 3.4. Execution and Registration of Bonds.
(a) The Bonds, including the Initial Bonds, shall be executed on behalf of the City by
the Mayor and the City Secretary, by their manual or facsimile signatures, and the official seal of
the City shall be impressed or placed in facsimile thereon. Such facsimile signatures on the
Bonds shall have the same effect as if each of the Bonds had been signed manually and in person
by each of said officers, and such facsimile seal on the Bonds shall have the same effect as if the
official seal of the City had been manually impressed upon each of the Bonds.
(b) In the event that any officer of the City whose manual or facsimile signature
appears on the Bonds ceases to be such officer before the authentication of such Bonds or before
the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient
for all purposes as if such officer had remained in such office.
(c) Except as provided below, no Bond shall be valid or obligatory for any purpose or
be entitled to any security or benefit of this Ordinance unless and until there appears thereon the
Certificate of Paying Agent/Registrar substantially in the form provided herein, duly
authenticated by manual execution by an officer or duly authorized signatory of the Paying
Agent/Registrar. It shall not be required that the same officer or authorized signatory of the
Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Bonds. In
lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bond
delivered at the Closing Date shall have attached thereto the Comptroller’s Registration
Certificate substantially in the form provided herein, manually executed by the Comptroller of
Public Accounts of the State of Texas, or by his duly authorized agent, which Certificate shall be
evidence that the Bond has been duly approved by the Attorney General of the State of Texas
and that it is a valid and binding obligation of the City, and has been registered by the
Comptroller of Public Accounts of the State of Texas.
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(d) On the Closing Date, one Initial Bond of representing the entire principal amount
of all Bonds of such series, as the terms set forth in the Pricing Certificate, payable in
installments to the Underwriters, or its designee, signed by the Mayor and City Secretary of the
City, approved by the Attorney General, and registered and manually signed by the Comptroller
of Public Accounts, will be delivered to the representative of the Underwriters or its designee.
Upon receipt of payment for the Initial Bonds, as directed by the City, the Paying
Agent/Registrar shall cancel the Initial Bonds and deliver registered definitive Bonds for each
subseries and for each maturity, in the aggregate principal amount thereof, to DTC on behalf of
the Underwriters.
Section 3.5. Ownership.
(a) The City, the Paying Agent/Registrar and any other person may treat the person in
whose name any Bond is registered as the absolute owner of such Bond for the purpose of
making and receiving payment of the principal thereof and redemption premium, if any, thereon,
for the further purpose of making and receiving payment of the interest thereon, and for all other
purposes (except interest will be paid to the person in whose name such bond is registered on the
Record Date or Special Record Date, as applicable), whether or not such Bond is overdue, and
neither the City nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the
contrary.
(b) All payments made to the Owner of a Bond shall be valid and effectual and shall
discharge the liability of the City and the Paying Agent/Registrar upon such Bond to the extent
of the sums paid.
Section 3.6. Registration, Transfer and Exchange.
(a) So long as any Bonds remain outstanding, the City shall cause the Paying
Agent/Registrar to keep at the Designated Payment/Transfer Office a register (the “Register”) in
which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar
shall provide for the registration and transfer of Bonds in accordance with this Ordinance.
(b) The ownership of a Bond may be transferred only upon the presentation and
surrender of the Bond at the Designated Payment/Transfer Office with such endorsement or
other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any
Bond shall be effective until entered in the Register.
(c) The Bonds shall be exchangeable upon the presentation and surrender thereof at
the Designated Payment/Transfer Office for a Bond or Bonds of the same maturity and interest
rate and in any denomination or denominations of any integral multiple of $5,000 and in an
aggregate principal amount equal to the unpaid principal amount of the Bonds presented for
exchange. So long as the Purchaser is the Owner of record of the Bonds, presentation and
surrender of any Bond is not required, and payment of such principal amount to the Owner may
be by wire transfer. The Paying Agent/Registrar is hereby authorized to authenticate and deliver
Bonds exchanged for other Bonds in accordance with this Section.
(d) Each exchange Bond delivered by the Paying Agent/Registrar in accordance with
this Section shall constitute an original contractual obligation of the City and shall be entitled to
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the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of
which such exchange Bond is delivered.
(e) No service charge shall be made to the Owner for the initial registration,
subsequent transfer, or exchange for a different denomination of any of the Bonds. The Paying
Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or
other governmental charge that is authorized to be imposed in connection with the registration,
transfer or exchange of a Bond.
(f) Neither the City nor the Paying Agent/Registrar shall be required to issue,
transfer, or exchange any Bond called for redemption, in whole or in part, within 45 calendar
days prior to the date fixed for redemption; provided, however, such limitation shall not be
applicable to an exchange by the Owner of the uncalled principal balance of a Bond.
Section 3.7. Cancellation.
(a) All Bonds paid or redeemed before scheduled maturity in accordance with this
Ordinance, and all Bonds in lieu of which exchange Bonds or replacement Bonds are
authenticated and delivered in accordance with this Ordinance, shall be cancelled and proper
records shall be made regarding such payment, redemption, exchange or replacement. The
Paying Agent/Registrar shall dispose of cancelled Bonds in accordance with the Securities
Exchange Act of 1934.
Section 3.8. Temporary Bonds.
(a) Following the delivery and registration of the Initial Bonds and pending the
preparation of definitive Bonds, the proper officers of the City may execute and, upon the City’s
request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Bonds
that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any
denomination, substantially of the tenor of the definitive Bonds in lieu of which they are
delivered, without coupons, and with such appropriate insertions, omissions, substitutions and
other variations as the officers of the City executing such temporary Bonds may determine, as
evidenced by their signing of such temporary Bonds.
(b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall
be entitled to the benefit and security of this Ordinance.
(c) The City, without unreasonable delay, shall prepare, execute and deliver to the
Paying Agent/Registrar, the Bonds; thereupon, upon the presentation and surrender of the Bonds
in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the
Bonds in temporary form and shall authenticate and deliver in exchange therefor Bonds of the
same maturity and series, in definitive form, in the authorized denomination, and in the same
aggregate principal amount, as the Bonds in temporary form surrendered. Such exchange shall
be made without the making of any charge therefor to any Owner.
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Section 3.9. Replacement Bonds.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated
Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a
replacement Bond of like tenor and principal amount, bearing a number not contemporaneously
outstanding. The City or the Paying Agent/Registrar may require the Owner of such Bond to pay
a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed
in connection therewith and any other expenses connected therewith.
(b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the
Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence
of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall
authenticate and deliver a replacement Bond of like tenor and principal amount, bearing a
number not contemporaneously outstanding, provided that the Owner first:
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her

ownership of and the circumstances of the loss, destruction or theft of such Bond;
(ii) furnishes such security or indemnity as may be required by the Paying

Agent/Registrar, and acceptable to the City, to save it and the City harmless;
(iii) pays all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or
other governmental charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the City and the
Paying Agent/Registrar.
(c) If, after the delivery of such replacement Bond, a bona fide purchaser of the
original Bond in lieu of which such replacement Bond was issued presents for payment such
original Bond, the City and the Paying Agent/Registrar shall be entitled to recover such
replacement Bond from the person to whom it was delivered or any person taking therefrom,
except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by the City or the
Paying Agent/Registrar in connection therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully
taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, in its
discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due and
payable or may pay such Bond when it becomes due and payable.
(e) Each replacement Bond delivered in accordance with this Section shall constitute
an original additional contractual obligation of the City and shall be entitled to the benefits and
security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such
replacement Bond is delivered.
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Section 3.10. Book Entry Only System.
Notwithstanding any other provision hereof, upon initial issuance of the Bonds, the
ownership of the Bonds shall be registered in the name of Cede & Co., as nominee of DTC. The
definitive Bonds shall be initially issued in the form of a single separate fully registered
certificate for each of the maturities thereof.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC
Participant 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 City 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 an Owner, as
shown on the Register, of any notice with respect to the Bonds, including any notice of
redemption, or (iii) the payment to any DTC Participant or any other person, other than a
Bondholder, as shown in the Register of any amount with respect to principal of or interest on
the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the City and
the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each
Bond is registered in the Register as the absolute owner of such Bond for the purpose of payment
of principal of and interest on such Bonds, for the purpose of giving notices of redemption and
other matters with respect to such Bond, for the purpose of registering transfer 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 respective owners, as
shown in the Register 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
City’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 an Owner, as shown in the Register, shall
receive a certificate evidencing the obligation of the City to make payments of amounts due
pursuant to this Ordinance. 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.,
the word “Cede & Co.” in this Ordinance shall refer to such new nominee of DTC.
The Representation Letter previously executed and delivered by the City, and applicable
to the City’s obligations delivered in book-entry-only form to DTC as securities depository is
hereby ratified and approved for the Bonds.
Section 3.11. Successor Securities Depository; Transfer Outside Book Entry Only
System.
In the event that the City or the Paying Agent/Registrar determines that DTC is incapable
of discharging its responsibilities described herein and in the Representations Letter of the City
to DTC, or in the event DTC discontinues the services described herein, the City or the Paying
Agent/Registrar shall (i) appoint a successor securities depository, qualified to act as such under
Section 17(a) 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
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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 Register 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 Bondholders transferring or exchanging Bonds shall designate, in
accordance with the provisions of this Ordinance.
Section 3.12. Payments to Cede & Co.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect
to principal of and interest on such Bonds, and all notices with respect to such Bonds, shall be
made and given, respectively, in the manner provided in the Representation Letter.
ARTICLE IV
Section 4.1. Limitation on Redemption.
The Bonds shall be subject to redemption before scheduled maturity only as provided in
this Article IV.
Section 4.2. Optional Redemption.
(a) The City reserves the option to redeem Bonds in the manner provided in the Form
of Bond set forth in Section 6.02 of this Ordinance with such changes as required by the Pricing
Certificate.
(b) If less than all of the Bonds are to be redeemed pursuant to an optional
redemption, the City shall determine the series and maturity or maturities and the amounts
thereof to be redeemed and shall direct the Paying Agent/Registrar to call, pro rata, the Bonds, or
portions thereof, within such series and maturity or maturities and in such principal amounts for
redemption, unless otherwise specified in the Pricing Certificate.
(c) The City, at least 45 days before the redemption date, unless a shorter period shall
be satisfactory to the Paying Agent/Registrar, shall notify the Paying Agent/Registrar of such
redemption date and of the principal amount of Bonds to be redeemed.
Section 4.3. Mandatory Sinking Fund Redemption.
(a) Bonds designated as “Term Bonds,” if any, in the Pricing Certificate are subject
to scheduled mandatory redemption and will be redeemed by the City, in part at a price equal to
the principal amount thereof, without premium, plus accrued interest to the redemption date, out
of moneys available for such purpose in the Interest and Sinking Fund, on the dates and in the
respective principal amounts as set forth in the Pricing Certificate.
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(b) At least forty-five (45) days prior to each scheduled mandatory redemption date,
the Paying Agent/Registrar shall select for redemption by lot, or by any other customary method
that results in a random selection, a principal amount of Term Bonds equal to the aggregate
principal amount of such Term Bonds to be redeemed, shall call such Term Bonds for
redemption on such scheduled mandatory redemption date, and shall give notice of such
redemption, as provided in Section 4.06, unless otherwise specified in the Pricing Certificate.
The principal amount of the Term Bonds required to be redeemed on any redemption date
pursuant to subparagraph (a) of this Section 4.4 shall be reduced, at the option of the City, by the
principal amount of any Term Bonds which, at least 45 days prior to the mandatory sinking fund
redemption date (i) shall have been acquired by the City 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, or (ii) shall have been redeemed pursuant to the
optional redemption provisions hereof and not previously credited to a mandatory sinking fund
redemption.
Section 4.4. Notice of Redemption to Owners.
(a) The Paying Agent/Registrar shall give notice of any redemption of Bonds by
sending notice by first class United States mail, postage prepaid, not less than 30 days before the
date fixed for redemption, to the Owner of each Bond (or part thereof) to be redeemed, at the
address shown on the Register at the close of business on the business day next preceding the
date of mailing such notice.
(b) The notice shall state the redemption date, the redemption price, the place at
which the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding
are to be redeemed, an identification of the Bonds or portions thereof to be redeemed.
(c) Any notice given as provided in this Section shall be conclusively presumed to
have been duly given, whether or not the Owner receives such notice.
Section 4.5. Payment Upon Redemption.
(a) Before or on each redemption date, the City shall deposit with the Paying
Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying
Agent/Registrar shall make provision for the payment of the Bonds to be redeemed on such date
by setting aside and holding in trust such amounts as are received by the Paying Agent/Registrar
from the City and shall use such funds solely for the purpose of paying the principal of,
redemption premium, if any, and accrued interest on the Bonds being redeemed.
(b) Upon presentation and surrender of any Bond called for redemption at the
Designated Payment/Transfer Office on or after the date fixed for redemption, the Paying
Agent/Registrar shall pay the principal of, redemption premium, if any, and accrued interest on
such Bond to the date of redemption from the money set aside for such purpose.
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Section 4.6. Effect of Redemption.
(a) Notice of redemption having been given as provided in Section 4.5 of this
Ordinance, the Bonds or portions thereof called for redemption shall become due and payable on
the date fixed for redemption and, unless the City defaults in its obligation to make provision for
the payment of the principal thereof, redemption premium, if any, or accrued interest thereon,
such Bonds or portions thereof shall cease to bear interest from and after the date fixed for
redemption, whether or not such Bonds are presented and surrendered for payment on such date.
(b) If the City shall fail to make provision for payment of all sums due on a
redemption date, then any Bond or portion thereof called for redemption shall continue to bear
interest at the rate stated on the Bond until due provision is made for the payment of same by the
City.
Section 4.7. Conditional Notice of Redemption.
The City reserves the right, in the case of an optional redemption, to give notice of its
election or direction to redeem Bonds conditioned upon the occurrence of subsequent events.
Such notice may state (i) that the redemption is conditioned upon the deposit of moneys and/or
authorized securities, in an amount equal to the amount necessary to effect the redemption, with
the Paying Agent/Registrar, or such other entity as may be authorized by law, no later than the
redemption date, or (ii) that the City retains the right to rescind such notice at any time on or
prior to the scheduled redemption date if the City delivers a certificate of the City to the Paying
Agent/Registrar instructing the Paying Agent/Registrar to rescind the redemption notice and such
notice and redemption shall be of no effect if such moneys and/or authorized securities are not so
deposited or if the notice is rescinded. The Paying Agent/Registrar shall give prompt notice of
any such rescission of a conditional notice of redemption to the affected Owners. Any Bonds
subject to conditional redemption and such redemption has been rescinded shall remain
Outstanding and the rescission of such redemption shall not constitute an Event of Default.
Further, in the case of a conditional redemption, the failure of the City to make moneys and or
authorized securities available in part or in whole on or before the redemption date shall not
constitute an Event of Default.
Section 4.8. Lapse of Payment.
Money set aside for the redemption of Bonds and remaining unclaimed by the Owners of
such Bonds shall be subject to the provisions of Section 3.3(e) hereof.
ARTICLE V
Section 5.1. Appointment of Initial Paying Agent/Registrar.
Wells Fargo Bank, National Association, is hereby appointed as the initial Paying
Agent/Registrar for the Bonds. At all times while any Bonds are outstanding, the City will
maintain a Paying Agent/Registrar with respect to the Bonds that is qualified under this
Ordinance
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Section 5.2. Qualifications.
Each Paying Agent/Registrar shall be a commercial bank, a trust company organized

under the laws of the State of Texas, or any other entity duly qualified and legally authorized to
serve as and perform the duties and services of paying agent and registrar for the Bonds.
Section 5.3. Maintaining Paying Agent/Registrar.
(a) At all times while any Bonds are outstanding, the City will maintain a Paying
Agent/Registrar that is qualified under Section 5.2 of this Ordinance.
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the
City will promptly appoint a replacement.
Section 5.4. Termination.
The City, upon not less than 60 days notice, reserves the right to terminate the
appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to
be terminated written notice of such termination.
Section 5.5. Notice of Change to Owners.
Promptly upon each change in the entity serving as Paying Agent/Registrar, the City will
cause notice of the change to be sent to each Owner by first class United States mail, postage
prepaid, at the address in the Register, stating the effective date of the change and the name and
mailing address of the replacement Paying Agent/Registrar.
Section 5.6. Agreement to Perform Duties and Functions.
By accepting the appointment as Paying Agent/Registrar and executing the Paying

Agent/Registrar Agreement, the Paying Agent/Registrar is deemed to have agreed to the
provisions of this Ordinance and that it will perform the duties and functions of Paying
Agent/Registrar prescribed thereby.
Section 5.7. Delivery of Records to Successor.
If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the

appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent
books and records relating to the Bonds to the successor Paying Agent/Registrar.
ARTICLE VI
FORM OF THE BONDS
Section 6.1. Form Generally.
(a) The Bonds, the Registration Certificate of the Comptroller of Public Accounts of
the State of Texas, the Certificate of the Paying Agent/Registrar, and the Assignment form to
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appear on each of the Bonds, (i) shall be substantially in the form set forth in this Article, with
such appropriate insertions, omissions, substitutions, and other variations as are permitted or
required by this Ordinance and the Pricing Certificate, and (ii) may have such letters, numbers,
or other marks of identification (including identifying numbers and letters of the Committee on
Uniform Securities Identification Procedures of the American Bankers Association) and such
legends and endorsements (including any reproduction of an opinion of counsel) thereon as,
consistently herewith, may be determined by the City or by the officers executing such Bonds, as
evidenced by their execution thereof.
(b) Any portion of the text of any Bonds may be set forth on the reverse side thereof,
with an appropriate reference thereto on the face of the Bonds.
(c) The definitive Bonds shall be typewritten, printed, lithographed, or engraved, and
may be produced by any combination of these methods or produced in any other similar manner,
all as determined by the officers executing such Bonds, as evidenced by their execution thereof.
(d) The Initial Bonds submitted to the Attorney General of the State of Texas may be
typewritten and photocopied or otherwise reproduced.
Section 6.2. Form of the Bonds.
The forms of the Bonds, including the form of the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas, the form of Certificate of the Paying
Agent/Registrar and the form of Assignment appearing on the Bonds, shall be substantially as
follows:
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(a) Form of Bond.
No. __________ $__________
State of Texas
County of Dallas
[SPECIAL REVENUE] AND REFUNDING BOND
TAXABLE SERIES 2010C
___________% August 15, 20__ _______1
________________________
semiannually on _____________2 and ____________3 of each year, commencing _________4.
All capitalized terms used herein but not defined shall have the meaning assigned to them in the
1
2
3
4
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amended, to provide funds for the planning, acquiring, establishing, developing, constructing and
equipping the Entertainment Center (as defined in the Ordinance), for refunding in advance of
their maturity, certain outstanding obligations of the City, and paying the City’s costs incurred in
connection with the issuance of the Bonds.
The Bonds and the interest thereon are payable from, and are secured by, a pledge of the
Pledged Taxes and the Pledged Revenues and Funds. The Pledged Taxes consist of a senior lien
and pledge of certain revenues that are received by the City from the levy and imposition of the
Parking Tax, and the Admissions Tax and from the receipt of Pledged Rent, and a junior and
subordinate lien and pledge of certain revenues that are received by the City from the levy and
imposition of the 2% Hotel Tax, the City EC Sales Tax, the State EC Hotel Tax, the State EC
Mixed Beverage Tax – State Portion and the State EC Mixed Beverage Tax – City Portion for a
period of ten (10) years, all as described in the Ordinance.
THIS BOND AND ALL OF THE CITY OF IRVING [SPECIAL REVENUE] AND
REFUNDING BONDS, TAXABLE SERIES 2010C (THE “BONDS”) ARE SPECIAL
OBLIGATIONS OF THE CITY THAT, TOGETHER WITH ALL OTHER BONDS FROM
TIME TO TIME ISSUED AND OUTSTANDING ARE EQUALLY AND RATABLY
5
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PAYABLE FROM AND SECURED BY A LIEN ON THE PLEDGED TAXES THAT ARE
REQUIRED TO BE SET ASIDE FOR AND PLEDGED TO THE PAYMENT OF THE
BONDS AND FROM THE PLEDGED REVENUES AND FUNDS, AND ALL
OUTSTANDING AND ADDITIONAL BONDS HEREAFTER ISSUED AND THE DEBT
SERVICE FUND, THE CONTINGENCY RESERVE, THE SURPLUS FUND AND THE
RESERVE FUND REQUIRED TO BE MAINTAINED FOR THE PAYMENT OF ALL SUCH
BONDS, ALL AS MORE FULLY DESCRIBED AND PROVIDED FOR IN THE
ORDINANCE. THIS BOND AND THE SERIES OF WHICH IT IS PART, TOGETHER
WITH THE INTEREST THEREON, ARE PAYABLE SOLELY FROM SUCH PLEDGED
TAXES AND PLEDGED REVENUES AND FUNDS AND DO NOT CONSTITUTE AN
INDEBTEDNESS OR GENERAL OBLIGATION OF THE CITY
$5,000 on August 15, ____, or on any date thereafter, at the Make Whole Redemption Price
(defined below), plus accrued interest to the date fixed for redemption. If less than all of the
Bonds are to be redeemed, the Trustee shall call the Bonds, or portions thereof, within such
maturity or maturities and in such principal amounts, for redemption on a pro rata basis.]6
The Paying Agent/Registrar will select the specific Term Bonds (or with respect to Term
Bonds having a denomination in excess of $5,000, each $5,000 portion thereof) to be redeemed
by mandatory redemption on a prorata basis. The principal amount of Term Bonds required to
be redeemed on any redemption date pursuant to the foregoing mandatory sinking fund
redemption provisions hereof shall be reduced, at the option of the City, by the principal amount
of any Bonds which, at least 45 days prior to the mandatory sinking fund redemption date (i)
shall have been acquired by the City at a price not exceeding the principal amount of such Bonds
plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar
for cancellation, or (ii) shall have been redeemed pursuant to the optional redemption provisions
hereof and not previously credited to a mandatory sinking fund redemption.
“Make-Whole Redemption Price” means the amount equal to the greater of the
following: (i) the issue price of the Bonds (but not less than 100%) of the principal amount of the
Bonds to be redeemed; or (ii) the sum of the present value of the remaining scheduled payments
of principal and interest on the Bonds to be redeemed to the maturity date of such Bonds, not
6
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including any portion of those payments of interest accrued and unpaid as of the date on which
the Bonds are to be redeemed, discounted to the date on which the Bonds are to be redeemed on
a semi-annual basis, assuming a 360-day year containing twelve 30-day months, at the Treasury
Rate (hereinafter defined), plus 100 basis points, plus in each case accrued interest on the Bonds
to be redeemed to the redemption date. “Treasury Rate” means, with respect to any redemption
date for a particular Bond, the yield to maturity as of such redemption date of United States
Treasury securities with a constant maturity (as compiled and published in the most recent
Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two
Business Days prior to the redemption date (excluding inflation-indexed securities) (or, if such
Statistical Release is no longer published, any publicly available source of similar market data))
most nearly equal to the period from the redemption date to the maturity date of the Bonds to be
redeemed; provided, however that if the period from the redemption date to the maturity date is
less than one year, the weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall be used. ]7
Default.
7
Certificate.
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of a Bond.
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___________________________________ ___________________________________
[SEAL]
(b) Form of Comptroller’s Registration Certificate.

___________________________________
[SEAL]
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(c) Form of Certificate of Paying Agent/Registrar.

ASSOCIATION,
Dated: __________________________ By: ______________________________

(d) Form of Assignment.
ASSIGNMENT
_____________________________________________________________________________
_____________________________________________________________________________

(e) The Initial Bond of each subseries shall be in the form set forth in paragraphs (a),
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Section 6.3. CUSIP Registration.
The City may secure identification numbers through the CUSIP Service Bureau Division
of Standard & Poor’s Corporation, New York, New York, and may authorize the printing of such
numbers on the face of the Bonds. It is expressly provided, however, that the presence or
absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the
legality thereof and neither the City nor the attorneys approving said Bonds as to legality are to
be held responsible for CUSIP numbers incorrectly printed on the Bonds.
Section 6.4. Legal Opinion.
The approving legal opinions of Vinson & Elkins L.L.P., Bond Counsel, may be printed
on the reverse side of or attached to each Bond over the certification of the City Secretary of the
City, which may be executed in facsimile.
Section 6.5. Statement of Insurance.
A statement relating to a municipal bond insurance policy, if any, to be issued for the
Bonds may be printed on or attached to each Bond.
ARTICLE VII
Section 7.1. Appointment; Acceptance of Trust and Performance Thereof.
(a) The City hereby appoints Wells Fargo Bank, National Association to serve as
Trustee hereunder and the Trustee, as evidenced by its due execution of the Acceptance of
Trustee attached hereto, shall accept the trusts and obligations imposed upon it by this Ordinance
and shall agree to perform and observe faithfully all of the duties, conditions and requirements
imposed upon it in this Ordinance. Except during the continuance of an Event of Default, the
Trustee undertakes to perform such functions and duties and only such functions and duties as
are specifically set forth in this Ordinance, and no implied duties or obligations shall be read into
this Ordinance against the Trustee. In case an Event of Default has occurred and is continuing,
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the Trustee shall exercise such of the rights and powers vested in it by this Ordinance, and use
the same degree of care and skill in the exercise of such rights and powers, as a prudent person
would exercise or use under the circumstances in the conduct of such person’s own affairs,
subject to the limitations on liability set forth in Sections 7.1(c) and 7.2, and subject to the
provisions of Section 7.6.
(b) All notices or other instruments required by this Ordinance to be delivered in
writing to the Trustee, in order to be effective, must be delivered at the address for notices to the
Trustee set forth in Section 15.1, or at such other location as the Trustee may designate to the
City in writing. With respect to an Event of Default pursuant to Section 12.1, the Trustee shall
not be deemed to have notice of any such Event of Default (other than failure by the City to file
with the Trustee any documents required by the Ordinance to be so filed) unless and until it shall
have received actual notice thereof, and in the absence of such notice so received, the Trustee
may conclusively assume that there is no such Event of Default. Nonetheless, the Trustee may in
its sole discretion take notice of an Event of Default without specific notification thereof. In such
case, the Trustee shall proceed as if it had received such specific notification.
(c) The Trustee shall not be liable with respect to any action taken or omitted to be
taken hereunder except for its own negligence or willful misconduct; except that
(i) this Section will not be construed to limit the effect of the second sentence
of Section 7.1(a); the Trustee shall be obligated to take only such actions as are
specifically set forth herein or as are specifically required to be taken by the Trustee
when requested in writing from time to time in accordance with this Ordinance by the
City or by the Owners of not less than the aggregate principal amount of Outstanding
Bonds specified herein with respect to the action in question (subject to the restrictions
set forth in Section 7.3); and
(ii) in the absence of bad faith on the part of the Trustee, the Trustee may rely,
without any independent investigation or inquiry, as to the truth of the statements and to
the correctness of the opinions expressed therein, upon any certificate or opinion
furnished to the Trustee conforming to the procedural requirements of this Ordinance; but
in the case of any such certificate or opinion which by any provision is specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not it conforms to the procedural requirements of this
Ordinance; and
(iii) the Trustee shall not be liable for any error of judgment made in good faith
by the Trustee unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts; and
(iv) the Trustee shall not be liable with respect to any action taken or omitted
to be taken by it in good faith in accordance with the written direction of the Owners of
not less than a majority in aggregate principal amount of the Bonds Outstanding (or such
lesser amount as may be specified herein) or otherwise in accordance with the express
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No provision of this Ordinance or in any amendment to this Ordinance shall require the
Trustee to risk its own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of its powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
Section 7.2. Trustee May Rely upon Certain Documents and Opinions.
(a) Subject to Section 7.1(c)(ii), the Trustee may rely and shall be protected in acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, bond or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties.
(b) Any request, direction, election, order, certification or demand of the City shall be
sufficiently evidenced by an instrument signed by an Authorized Officer (unless specifically
prescribed otherwise in this Ordinance), and any resolution or ordinance of the City may be
evidenced to the Trustee by a certified resolution or ordinance.
(c) The Trustee may, in its sole discretion and at the expense of the City, consult with
its counsel (either in-house or outside), counsel to the City (unless the City is in default
hereunder) or Bond Counsel, and the legal advice or opinion of such counsel or Bond Counsel
shall be full and complete authorization and protection in respect of any action taken, suffered or
omitted by the Trustee hereunder in good faith and in accordance with such legal advice or
opinion of counsel or Bond Counsel.
(d) Subject to Section 7.1(a) regarding the Trustee’s obligations during the
continuance of an Event of Default, whenever, in the administration of the trust created by this
Ordinance, the Trustee shall deem it necessary or desirable that a matter be proved or established
prior to taking or suffering any action hereunder, such matter (unless other evidence in respect
thereof is specifically prescribed herein) may, in the absence of bad faith on the part of the
Trustee, be deemed to be proved and established by a certificate of an Authorized Officer; and,
in the absence of bad faith on the part of the Trustee, such certificate shall constitute full
authority for any action taken, suffered or omitted by the Trustee under the provisions of this
Ordinance in reliance thereon.
(e) The Trustee shall not be concerned with or accountable to anyone for the
subsequent use or application of any money which shall be released or withdrawn and used in
accordance with the provisions hereof.
(f) The Trustee may execute any of the trusts or powers hereof and perform the
duties required of it hereunder by or through attorneys, accountants, agents or receivers and may,
in all cases, pay, and be reimbursed for, the reasonable fees and expenses thereof. The Trustee
shall not be responsible for the conduct of such attorneys, accountants, agents or receivers it
appointed with due care.
(g) The Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Ordinance at the request or direction of any of the Owners of the Party Bonds
pursuant to this Ordinance, unless such Owners shall have offered to the Trustee reasonable
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security or indemnity against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction.
Section 7.3. Trustee Not Responsible for Ordinance Statements, Validity.
The Trustee shall not be responsible for any recital or statement in this Ordinance, any
amendment to this Ordinance, the Bonds, or any official statement or other disclosure document
prepared or distributed in connection with the Bonds or for the validity of the execution by the
City of this Ordinance, any amendment to this Ordinance or the Bonds, or for the validity of the
execution of any other or supplemental instrument by the City, or for the validity or sufficiency
of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value
of or title to the security for the Bonds pledged hereunder or for the creditworthiness of the City.
Except as otherwise expressly provided herein, the Trustee shall have no duty to ascertain or
inquire as to the performance or observance of any of the terms, conditions, covenants or
agreements herein or in an amendment to this Ordinance, or as to the existence of an Event of
Default hereunder or thereunder, but the Trustee may require of the City full information and
advice as to the performance of such covenants, conditions and agreements set forth herein and
in an amendment to this Ordinance.
The Trustee makes no representation or warranty, express or implied, as to the title,

value, design, compliance with specifications or legal requirements, quality, operation, condition,
merchantability or fitness for any particular purpose for the use contemplated by the City or the
Tenant of the Project. In no event shall the Trustee be liable for incidental, indirect, special or
consequential damages in connection with or arising from this Ordinance for the existence,
furnishing or use of the Project.
Section 7.4. Limits on Duties and Liabilities of Trustee.
The permissive right of the Trustee to do things enumerated in this Ordinance shall not be
construed as an obligation or duty of the Trustee. The Trustee shall not be required to give any
bond or surety in respect of the execution of its trusts and powers hereunder or otherwise in
respect of the premises.
Nothing contained herein or in the Bonds shall be construed to impose any duties upon
the Trustee beyond those expressly contained in this Ordinance or in an amendment to this
Ordinance. All immunities, indemnities and other provisions of this Ordinance as related to the
duties and liabilities of the Trustee shall apply to the Bonds.
Section 7.5. Money Held in Trust.
All money held by the Trustee hereunder is held in trust for the purposes set forth herein
and shall be segregated and kept apart from other funds held by it in accordance with its general
practices and procedures in effect from time to time.
Under no circumstances shall the Trustee be liable in its individual capacity for the
obligations evidenced by the Bonds. In accepting the trust hereby created, the Trustee acts solely
as Trustee for the Owners and not in its individual capacity and, except as otherwise provided
herein, all persons, including without limitation the Owners and the City, having any claim
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against the Trustee arising from this Ordinance shall look for payment only from the funds and
accounts held by the Trustee hereunder.
Section 7.6. Costs for Maintenance of Suit; Indemnification.
(a) Other than to the extent described herein with respect to making the payments of
Debt Service on the Bonds and paying Administrative Expenses when due from money held by
the Trustee hereunder, and with respect to the redemption (other than optional redemption) of the
Bonds, the Trustee shall be under no obligation to institute any suit, to take any proceeding under
this Ordinance, to enter any appearance in or in any way defend any suit in which it may be
defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement
of any rights and powers hereunder, until it shall be assured to its satisfaction that repayment of
all costs and expenses, including the reasonable fees and disbursements of its in-house and
outside counsel, will occur in a timely manner, and until adequate indemnity against all risk and
liability is assured to its satisfaction. However, the Trustee may begin suit, or appear in and
defend suit, or do anything else in its judgment proper to be done by it as such Trustee, without
assurance of reimbursement or indemnity, and in such case the Trustee shall be reimbursed or
indemnified by the Owners for all costs and expenses, liabilities, outlays and fees of its in-house
and/or outside counsel and other reasonable disbursements properly incurred in connection
therewith, unless such liability or disbursement is adjudicated to have resulted from the
negligence or willful misconduct of the Trustee. If the Owners shall fail to make such
reimbursement or indemnification, the Trustee may reimburse itself from any money in its
possession under the provisions of this Ordinance subject only to the prior lien of the Bonds for
the payment of Debt Service.
(b) The City hereby covenants and agrees, to the extent permitted by Applicable Law
and solely from the amounts held or required to be held hereunder, to indemnify the Trustee for
any loss, liability, outlays and reasonable fees of its in-house and/or outside counsel, other
reasonable disbursements, expenses or advances reasonably incurred or made, without
negligence or willful misconduct on the part of the Trustee, arising out of or in connection with
its acceptance or administration of the trust or performance of its duties hereunder, and shall
reimburse the Trustee for any amounts paid to the Trustee by the Owners pursuant to
Section 7.6(a) which the Trustee has spent for the purposes of that Section and which the Trustee
has subsequently been required to return to the Owners.
(c) None of the provisions contained in this Ordinance, or the Bonds shall require the
Trustee to expend or risk its own funds or otherwise incur individual financial liability in the
performance of any of its duties or in the exercise of any of its rights or powers hereunder.
(d) All indemnifications and releases from liability granted to the Trustee hereunder
shall extend to its directors, officers, employees, officials and agents.
Section 7.7. Intervention in Judicial Proceedings.
In any judicial proceeding to which the City is a party and which, in the opinion of the
Trustee in its sole discretion, has a substantial bearing on the interest of the Owners of the
Bonds, the Trustee may intervene on behalf of the Owners, and must do so if requested in
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writing by the Owners of not less than a majority in aggregate principal amount of Outstanding
Bonds upon written assurance from such Owners satisfactory to the Trustee of indemnity and
reimbursement for costs and expenses, including reasonable fees and disbursements of its in-
house and/or outside counsel, incurred in so intervening. The rights and obligations of the
Trustee under this Section are subject to the approval of the court having jurisdiction in the
premises.
Section 7.8. Reports of Activities.
The Trustee shall keep and maintain accurate and complete records of fund balances, any
investments thereof and all transactions involving any part of the assets held in trust hereunder
by the Trustee pursuant to this Ordinance and to furnish monthly reports thereof to the City, if
requested. The City and its agents shall have the right to inspect all such records at all reasonable
times during regular business hours and upon reasonable notice and to make such copies and
extracts, at their expense, as they may desire.
Section 7.9. Compensation of Trustee.
All advances, in-house and/or outside counsel fees and other expenses reasonably made
or incurred by the Trustee or its agents, directors, officials, officers and employees in and about
the execution of the trust hereby created; any and all reasonable compensation to the Trustee for
its services in the premises; any and all claims, damages, demands, expenses, liabilities and taxes
of any character or nature whatsoever (including but not limited to claims for loss or damage to
any property or injury to or death of any person) asserted by or on behalf of any person arising
out of, resulting from, or in any way connected with the Project or the real property and
improvements thereon; and any and all costs and expenses (including reasonable fees and
disbursements of its in-house and/or outside counsel, agents and other experts) incurred by or on
behalf of the Trustee in defending any such claims, damages, demands, liabilities or claims for
taxes of any character whatsoever (unless such claims, damages, demands or liabilities are
adjudicated to have resulted from the negligence or willful misconduct of the Trustee), shall be
paid by the City but solely from amounts on deposit or required to be deposited hereunder in
accordance herewith. The compensation of the Trustee shall not be limited to or by any provision
of law in regard to the compensation of trustees of an express trust. The Trustee shall have a lien
against all money and other property or security held pursuant to this Ordinance, with right of
payment therefrom, subject only to the prior lien of the Bonds for the payment of, in full and
when due, the principal thereof, premium, if any, and interest thereon, for (1) the Trustee’s
reasonable compensation, expenses, advances and fees and disbursements of its in-house and/or
outside counsel, incurred on and about the execution of the trusts created hereby and the exercise
and performance of the powers and duties of the Trustee hereunder; and (2) any and all claims,
damages, demands, expenses, liabilities and taxes incurred by the Trustee or its agents, directors,
officials, officers and employees, and any and all costs and expenses incurred by or on behalf of
the Trustee in defending against the same, of any character whatsoever (unless such damage or
liability is adjudicated to have resulted from the negligence or willful misconduct of the Trustee).
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Section 7.10. Trustee May Hold Bonds.
The Trustee and its officers and directors may acquire and hold or become pledgees of
Bonds and other obligations of the City and otherwise may deal with the City in the same
manner and to the same extent and with like effect as though it were not Trustee hereunder, and
may act as depository for and permit any of its officers and directors to act as members of, or in
any other capacity with respect to, any committee formed to protect the rights of Owners,
whether or not such committee represents the Owners of the majority in aggregate principal
amount of the Bonds then Outstanding.
Section 7.11. Resignation of Trustee.
The Trustee may resign and be discharged from the trusts created by this Ordinance by
giving to the City at least 60 days’ advance written notice. Such resignation shall take effect on
the day specified in such notice, but the Trustee shall not be discharged from the trusts hereby
created until a successor Trustee has been approved and appointed. Subsequent to such date, the
Trustee shall have no further duties and obligations under this Ordinance.
Section 7.12. Removal of Trustee.
(a) The Trustee may be removed at any time, either with or without cause, by the
City (provided that an Event of Default has not occurred and is then continuing hereunder) or the
Owners of a majority in aggregate principal amount of Outstanding Bonds, provided that all fees
and expenses of the Trustee that are due and owing pursuant to Section 7.9 shall first be paid.
(b) Any removal of the Trustee pursuant to this Section shall be effected by delivery
to the Trustee of a written instrument to that effect signed by an Authorized Officer.
(c) Such removal shall take effect on the day specified in such notice, but the Trustee
shall not be discharged from the trusts hereby created until a successor Trustee has been
approved and appointed. Subsequent to such date, the Trustee shall have no further duties and
obligations under this Ordinance.
Section 7.13. Appointment of Successor Trustee.
(a) In case at any time the Trustee shall resign, be removed or otherwise become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or
of its property shall be appointed, or if a public supervisory office shall take charge or control of
the Trustee or of its property or affairs, a vacancy shall forthwith and ipso facto be created in the
office of such Trustee hereunder, and the City shall promptly appoint a successor trustee. Any
such appointment shall be made by a written instrument executed by an Authorized Officer. The
City shall direct the successor Trustee to mail notice by first class mail, postage prepaid, at least
once within 30 days of such appointment, to the Owners of all Outstanding Bonds at their
addresses on the Register.
(b) If, in a proper case, no appointment of a successor Trustee shall be made pursuant
to Section 7.13(a) within 90 days after the receipt by the City of the Trustee’s notice of
resignation given pursuant to Section 7.11 or of removal of the Trustee pursuant to Section 7.12,
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the retiring Trustee, at the expense of the City, or any Owner may apply to any court of
competent jurisdiction to appoint a successor Trustee. The court may thereupon, after such
notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee.
(c) There shall at all times be a Trustee hereunder which shall be an association or a
corporation organized and doing business under the laws of the United States or any state
thereof, authorized under such laws to exercise corporate trust powers. Any successor Trustee
shall have a combined capital and surplus of at least $50,000,000 and assets under trust of at
least $50,000,000, and be subject to supervision or examination by federal or state authority, or
shall have been appointed by a court of competent jurisdiction pursuant to Section 7.13(b). If
such association or corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of any supervising or examining authority referred to above, then for the
purposes of this Section, the combined capital and surplus of such association or corporation
shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time any successor Trustee shall cease to be eligible in
accordance with the provisions of this Section and another association or corporation is eligible,
the Trustee shall resign immediately in the manner and with the effect specified in Section 7.11.
Section 7.14. Merger of Trustee.
Any person into which the Trustee may be converted or merged, or with which it may be
consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole
or substantially as a whole, or any corporation or association resulting from any such conversion,
sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become
successor trustee hereunder and shall be vested with all of the title to the funds, accounts and
assets held hereunder and all the trusts, powers, discretions, immunities, privileges and all other
matters as was its predecessor, without the execution or filing of any instrument or any further
act, deed or conveyance on the part of any person, anything herein to the contrary
notwithstanding, but only if such resulting entity is entitled under state or federal law to exercise
corporate trust powers.
Section 7.15. Transfer of Rights and Property to Successor Trustee.
Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to
its predecessor and also to the City a written instrument accepting such appointment hereunder,
and thereupon such successor, without any further act, deed or conveyance, shall become fully
vested with the rights, powers, trusts, duties and obligations of its predecessor; but such
predecessor shall, nevertheless, on the written request from an Authorized Officer execute and
deliver a written instrument transferring to such successor all the funds, accounts and assets
hereunder and the rights, powers, trusts, duties and obligations of such predecessor hereunder,
and every predecessor trustee shall deliver all funds held by it as Trustee hereunder to its
successor. Should any assignment, conveyance or written instrument from the City be required
by any successor Trustee for more fully and certainly vesting in such successor Trustee the Trust
Estate and rights, powers, trusts, duties and obligations hereby vested or intended to be vested in
the predecessor Trustee, any and all such assignments, conveyances and written instruments
shall, on request, be executed, acknowledged and delivered by the City. Each successor Trustee
shall give, or cause the Registrar to give, notice of its appointment to all Owners appearing on
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the Register as of the date of appointment. The City shall reimburse the predecessor Trustee for
any expenses (including fees and disbursements of its in-house or outside counsel) incurred
under this Section as an Administrative Expense.
Section 7.16. Survival of Rights.
The Trustee’s rights to immunity and protection from liability hereunder, its right to
receive payment of its fees and expenses and its rights to indemnification hereunder shall survive
its removal or resignation and the final payment, defeasance or discharge of the Bonds and the
termination of the lien of this Ordinance.
Section 7.17. Appointment of a Co-Trustee.
It is the intent of the City and the Trustee that there shall be no violation of any law of
any jurisdiction (including particularly the law of the State) denying or restricting the right of
banking corporations or associations to transact business as Trustee in such jurisdiction. It is
recognized that in case of litigation under this Ordinance, and, in particular, in case of the
enforcement of any of them on default, or in case the Trustee deems that by reason of any
present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies
granted herein to the Trustee or hold title to the properties, in trust, as herein granted, or take any
other action which may be desirable or necessary in connection therewith, it may be necessary
that the Trustee appoint, with the consent of the City, an additional individual or institution as a
separate trustee or co-trustee. The following provisions of this Section are adopted to these ends.
In the event that the Trustee appoints an additional individual or institution as a separate
trustee or co-trustee, in the event of the incapacity or lack of authority of the Trustee, by reason
of any present or future law of any jurisdiction, to exercise any of the rights, powers, trusts and
remedies herein granted to the Trustee or to hold title to the funds, accounts and assets hereunder
or to take any other action which may be necessary or desirable in connection therewith, each
and every remedy, power, right, obligation, claim, demand, cause of action, immunity, estate,
title, interest and lien expressed or intended by this Ordinance to be imposed upon, exercised by
or vested in or conveyed to the Trustee with respect thereto shall be imposed upon, exercisable
by and vested in such separate trustee or co-trustee, but only to the extent necessary to enable
such separate trustee or co-trustee to exercise such powers, rights, trusts and remedies, and every
covenant and obligation necessary to the exercise thereof by such separate trustee or co-trustee
shall run to and be enforceable by either of them. Such separate trustee or co-trustee shall deliver
an instrument in writing acknowledging and accepting its appointment hereunder to the City and
the Trustee.
Should any instrument in writing from the City be required by the separate trustee or co-
trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to it
such properties, rights, powers, trusts, duties and obligations, any and all such instruments in
writing shall, on request, be executed, acknowledged and delivered by the City. If the City shall
fail to deliver the same within 15 days of such request, the Trustee is hereby appointed attorney-
in-fact for the City to execute, acknowledge and deliver such instruments in the City’s name and
stead. In case any separate trustee or co-trustee, or a successor to either, shall die, become
incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties
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and obligations of such separate trustee or co-trustee, so far as permitted by law, shall vest in and
be exercised by the Trustee until the appointment of a new trustee or successor to such separate
trustee or co-trustee.
No trustee hereunder shall be personally liable by reason of any act or omission of any
other trustee hereunder, nor will the act or omission of any trustee hereunder be imputed to any
other trustee.
ARTICLE VIII
Section 8.1. Sale of Bonds.
(a) The Bonds shall be sold at negotiated sale to the Underwriters in accordance with
the terms of this Ordinance, including this Section 8.1(a), provided that all of the conditions set
forth in this Section can be satisfied. As authorized by Chapter 1371, the Pricing Committee is
authorized to act on behalf of the City in selling and delivering the Bonds and carrying out the
other procedures specified in this Ordinance, including determining whether to acquire bond
insurance for the Bonds, the aggregate principal amount of the Bonds and price at which each of
the Bonds will be sold, the designation of Bonds to be issued, the aggregate principal amount of
the Bonds, if any, the form in which the Bonds shall be issued, 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 first interest payment date, the initial date from which interest will
accrue, the dates, prices and terms upon and at which the Bonds shall be subject to redemption
prior to maturity at the option of the City and shall be subject to mandatory sinking fund
redemption, and all other matters relating to the issuance, sale and delivery of the Bonds, all of
which shall be specified in the Pricing Certificate; provided that the following conditions can be
satisfied:
(i) the Bonds shall not bear interest at a rate greater than the maximum rate
allowed by Chapter 1204, Texas Government Code, as amended; and
(ii) the aggregate principal amount of the Bonds authorized to be issued for
the purposes described in shall not exceed the maximum amount authorized in
Section 3.1(i) hereof ($____________); and
(iii) the aggregate principal amount of the Bonds authorized to be issued for
the purposes described in Section 3.1(ii) shall not exceed the maximum amount
authorized in Section 3.1(ii) hereof ($__________) and shall equal an amount sufficient
to provide for the refunding of the maximum amount of the Refunded Obligations to be
selected from the Refunded Obligation Candidates identified in Schedule I hereto; and
(iv) all such terms and determinations pertaining to the pricing of the Bonds
shall be based on bond market conditions and available interest rates for the Bonds on the
date of the sale of the Bonds, all as set forth in the Pricing Certificate.
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(v) prior to delivery of the Bonds to the Underwriters, the Bonds must have
been rated by a nationally recognized rating agency for municipal securities in one of the
four highest rating categories for long term obligations.
The Pricing Committee is hereby authorized and directed to execute and deliver on behalf
of the City one or more bond purchase contracts (collectively, the “Purchase Contract”),
providing for the sale of the Bonds to the Underwriters, in such form as determined by the
Pricing Committee. The Pricing Committee is hereby authorized and directed to approve the
final terms and provisions of the Purchase Contract in accordance with the terms of the Pricing
Certificate and this Ordinance, such approval being evidenced by its execution thereof by any
member of the Pricing Committee. With regard to such terms and provisions of said Purchase
Contract, the Pricing Committee is hereby authorized to come to an agreement with the
Underwriters on the following, among other matters:
1. The details of the purchase and sale of the Bonds;

2. The details of the public offering of the Bonds by the Underwriters;
3. The details of an Official Statement (and, if appropriate, any Preliminary Official
Statement) relating to the Bonds and the City’s Rule 15c2-12 compliance;
4. A security deposit for the Bonds;
5. The representations and warranties of the City to the Underwriters;
6. The details of the delivery of, and payment for, the Bonds;
7. The Underwriters’ obligations under the Purchase Contract;
8. The certain conditions to the obligations of the City under the Purchase Contract;
9. Termination of the Purchase Contract;
10. Particular covenants of the City;
11. The survival of representations made in the Purchase Contract;
12. The payment of any expenses relating to the Purchase Contract;
13. The Designation of the Underwriters;
14. Notices; and
15. Any and all such other details that are found by the Pricing Committee to be
necessary and advisable for the purchase and sale of the Bonds.
Any member of the Pricing Committee, acting singly, is hereby authorized and directed
to execute said Purchase Contract for and on behalf of the City and as the act and deed of this
City Council.
The authority granted to the Pricing Committee under this Section 8.01(a) shall expire at
5:00 p.m., _____________, 2010, unless otherwise extended by the City Council by separate
action.
Any finding or determination made by the Pricing Committee relating to the issuance and
sale of the Bonds and the execution of the Bond Purchase Contract in connection therewith shall
have the same force and effect as a finding or determination made by the City Council.
(b) Any member of the Pricing Committee, acting singly, is hereby authorized and
directed to execute and deliver, and the City Secretary is hereby authorized and directed to attest,
one or more bond purchase contracts (collectively, the “Purchase Contract”) which shall be in
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the form approved by the Pricing Committee. Upon completion of the terms of the Bond
Purchase Contract in accordance with the terms of the Pricing Certificate and this Ordinance, any
member of the Pricing Committee, acting singly, is authorized and directed to execute such Bond
Purchase Contract on behalf of the City and the Pricing Committee and all other officers, agents
and representatives of the City are hereby authorized to do any and all things necessary or
desirable to satisfy the conditions set out therein and to provide for the issuance and delivery of
the Bonds. The Bonds shall initially be registered in the name of the Representative.
(c) The form and substance of the Preliminary Official Statement and any addenda,
supplement or amendment thereto, are hereby in all respects approved and adopted and is hereby
deemed final as of its date within the meaning and for the purposes of paragraph (b)(1) of Rule
15c2-12 under the Securities Exchange Act of 1934, as amended. The Chief Financial Officer
and City Secretary are hereby authorized and directed to cause to be prepared a final Official
Statement (the “Official Statement”) incorporating applicable pricing information pertaining to
the Bonds, and to execute the same by manual or facsimile signature and deliver appropriate
numbers of executed copies thereof to the Underwriters. The Official Statement as thus
approved, executed and delivered, with such appropriate variations as shall be approved by the
Authorized Officer and the Underwriters, may be used by the Underwriters in the public offering
and sale thereof. The City Secretary is hereby authorized and directed to include and maintain a
copy of the Official Statement and any addenda, supplement or amendment thereto thus
approved among the permanent records of this meeting. The use and distribution of the
Preliminary Official Statement, and the preliminary public offering of the Bonds by the
Underwriters, is hereby ratified, approved and confirmed.
(d) All officers of the City are authorized to execute such documents, certificates and
receipts as they may deem appropriate in order to consummate the delivery of the Bonds in
accordance with the terms of sale therefor including, without limitation, the Purchase Contract.
(e) The obligation of the Underwriters identified in subsection (a) of this Section to
accept delivery of the Bonds is subject to the Underwriters being furnished with the final,
approving opinion of Vinson & Elkins L.L.P., bond counsel for the City, which opinion shall be
dated and delivered the Closing Date.
Section 8.2. Creation of Funds. The creation of the Venue Project Fund (a separate
account held by the City and not part of the Trust Estate) by the City pursuant to the Venue
Project Fund Resolution is hereby confirmed, and the City hereby establishes the following
additional special funds or accounts:
(i) 2010C Revenue Fund:
(A) Parking and Admissions Tax Account
(B) Rent Account;
(ii) 2010C Debt Service Fund:
(A) 2010C Capitalized Interest Account
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(B) Parking and Admissions Tax Account
(C) Rent Account;
(iii) 2010C Debt Service Reserve Fund;
(iv) Administrative Expenses Fund;
(v) 2010C Project Fund;
(vi) 2010C Contingency Reserve:
(A) Parking and Admissions Tax Account
(B) Rent Account;
(vii) 2010C Surplus Fund:
(A) Maintenance and Operations Account:
(1) Parking and Admissions Tax Sub-Account
(2) Rent Sub-Account;
(viii) Redemption Fund:
(A) Parking and Admissions Tax Sub-Account
(B) Rent Sub-Account
(C) Public Area Programming Account:
(1) Parking and Admissions Tax Account
(2) Rent Account;
(D) Surplus Balance Account; and
(ix) Costs of Issuance Fund.
Section 8.3. Flow of Funds of the Parking Tax and Admissions Tax.
All Net Parking Tax Revenues received by the City shall be deposited to the Parking and
Admissions Tax Account of the Venue Project Fund, which fund and its accounts are held by the
City pursuant to Chapter 334, Local Government Code and is not part of the Trust Estate. The
City shall then allocate such revenues in the following priority
First, to the Parking and Admissions Tax Account of the 2010C Revenue Fund in the
amount provided in Section ___;
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Second, to the Parking and Admissions Tax Account of the 2010C Debt Service Fund, to
pay Debt Service on the Bonds, when issued as authorized by this Ordinance;
Third, to the Parking and Admissions Tax Account of the 2010 Debt Service Reserve
Fund for the Bonds until the Series 2010C Debt Service Reserve Fund Requirement is met;
Fourth, to Parking and Admissions Tax Account of the Administrative Expenses Fund in
an amount necessary to pay the Administrative Expenses, on a quarterly basis, of which the City
has received 30-day actual notice;
Fifth, to the Parking and Admissions Tax Account of the 2010C Contingency Reserve
until the Contingency Reserve Requirement is met;
Sixth, to the Parking and Admissions Tax Sub-Account of the Maintenance and
Operations Account of the 2010C Surplus Fund, until the Maintenance and Operations Balance
is met;
Seventh, to the Parking and Admissions Tax Account of the Redemption Fund in the
amount specified in Section ___;
Eighth, to the Parking and Admissions Tax Sub-Account of the Public Area
Programming Account of the 2010C Surplus Fund in the amount specified in Section ___; and
Ninth, to the Parking and Admissions Tax Sub-Account of the Surplus Account of the
2010C Surplus Fund, for 1) the payment of Debt Service on the Bonds, or to the City solely for
2) expenditures for the maintenance, repair, replacement and operation of the Entertainment
Center (excluding any general overhead and administrative expenditures), as defined under
Treasury Regulation Section 1.141-4(c)(2)(i)(C), pursuant to the City’s Letter of Instructions.
Section 8.4. Flow of Pledged Rent. All amounts received by the City as Pledged Rent
shall be part of the Trust Estate and shall be allocated in the following priority:
First, to the Rent Account of the 2010C Revenue Fund in the amount provided in
Section 8.5;
Second, to the Rent Account of the 2010C Debt Service Fund, to pay Debt Service on the
Bonds, when issued as authorized by this Ordinance;
Third, to the Rent Account of the 2010C Debt Service Reserve Fund until the Series
2010C Debt Service Reserve Fund Requirement is met;
Fourth, to the Rent Account of the Administrative Expenses Fund in an amount necessary
to pay the Administrative Expenses, on a quarterly basis, of which the City has received 30-day
actual notice;
Fifth, to the Rent Account of the 2010C Contingency Reserve until the Contingency
Reserve Requirement is met;
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Sixth, to the Rent Sub-Account of the Maintenance and Operations Account of the 2010C
Surplus Fund, until Maintenance and Operations Balance is met;
Seventh, to the City for any lawful use in an amount specified in Section ____ after the
expiration of ten (10) years;
Eighth, for the first ten (10) years all remaining, and then after the first ten years, the Rent
Remainder to the Redemption Fund;
Ninth, for the first ten (10) years all remaining, and then after the first ten years, the Rent
Remainder to the City above to the Public Area Programming Account of the 2010C Surplus
Fund in an amount specified in Section 8.9; and
Tenth, for the first ten (10) years all remaining, and then after the first ten years, the Rent
Remainder to the City above to the Rent Sub-Account of the Surplus Account of the 2010C
Surplus Fund, for 1) the payment of Debt Service on the Bonds or 2) expenditures for the
maintenance, repair, replacement and operation of the Entertainment Center (excluding any
general overhead and administrative expenditures), as defined under Treasury Regulation
Section 1.141-4(c)(2)(i)(C),pursuant to the City’s Letter of Instructions.
Section 8.5. Series 2010C Revenue Fund.
(a) Upon receipt thereof, the City shall transfer all of the Net Parking Tax Revenues
and Net Admissions Tax Revenues to the Trustee for deposit to the Parking and Admissions Tax
Account of the Series 2010C Revenue Fund for the purpose of saving such funds for the payment
of Debt Service on the Bonds in the next Bond Year.
(b) Upon receipt thereof, the City shall transfer all of the Pledged Rent to the Trustee
for deposit to the Rent Account of the Series 2010C Revenue Fund for the purpose of saving
such funds for the payment of Debt Service on the Bonds in the next Bond Year
(c) On the Business Day following the Quarterly Payment Date on August 15 of each
Bond Year, beginning with Quarterly Payment on August 15, 2011, the Trustee shall calculate
the amount on deposit in the 2010C Revenue Fund.
(d) After the calculation in (e) above, if the Trustee determines that the combined
amount on deposit in the 2010C Revenue Fund, and the 2010C Contingency Fund, and
investment earnings actually realized (including accrued interest and amortization of original
issue discount or premium) and money deposited in the 2010C Debt Service Fund from the
proceeds of the Bonds, if any (with respect to the payment of Debt Service on the Bonds), is not
sufficient to pay Debt Service on the Bonds in the next Bond Year, then the Trustee shall notify
the City of the amount of the deficit in the Series 2010C Revenue Fund.
(e) Upon the Trustee’s notification in (e) above, surplus State EC Sales Tax, State EC
Hotel Tax and State EC Mixed Beverage Tax – State Portion shall be transferred by the trustee
for the Series 2010A and Taxable Series 2010B Bonds to the Trustee for deposit to the Parking
and Admissions Tax Account of the 2010C Revenue Fund after the payment of Debt Service on
the Series 2010A and Taxable Series 2010B Bonds and pursuant to the flow of funds in the
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ordinance authorizing the Series 2010A and Taxable Series 2010B Bonds, for the purpose of
saving such funds for the payment of Debt Service on the Bonds the next Bond Year. Such
surplus funds shall only be transferred upon a Debt Service shortfall for the Bonds.
(f) Upon the Trustee’s notification in (e) above, surplus City EC Sales Tax and State
EC Mixed Beverage Tax – City Portion shall be transferred by the trustee for the Series 2010A
and Taxable Series 2010B Bonds to the Trustee for deposit to the Parking and Admissions Tax
Account of the 2010C Revenue Fund after the payment of Debt Service on the Series 2010A and
Taxable Series 2010B Bonds and pursuant to the flow of funds in the ordinance authorizing the
Series 2010A and Taxable Series 2010B Bonds, for the purpose of saving such funds for the
payment of Debt Service on the Bonds the next Bond Year. Such surplus funds shall only be
transferred upon a Debt Service shortfall for the Bonds
(g) the Trustee shall transfer all amounts in the 2010C Revenue Fund to the 2010C
Debt Service Fund for the payment of Debt Service on the Bonds for the next Bond Year.
(h) If the transfers in (e), (f) and (g) are not sufficient to pay Debt Service on the
Bonds and the then the Trustee shall then transfer amounts from the 2010C Contingency Reserve
to the 2010C Debt Service Fund in an amount necessary to pay Debt Service on the Bonds.
(i) After the transfer in (h) above, if there are still insufficient funds in the 2010C
Debt Service Fund to pay Debt Service on the Bonds, then the Trustee shall transfer amounts
from the 2010C Debt Service Reserve Fund in an amount necessary to pay Debt Service on the
Bonds in the next Bond Year.
(j) Moneys in the 2010C Capitalized Interest Account shall be used for the payment
of interest on the Bonds and on the following dates and in the following amounts:
Date Amount
(k) Any amounts on deposit to the 2010C Capitalized Interest Account after the
payment of interest on the dates and in the amounts listed shall be transferred to the Parking and
Admission Tax Account and the Rent Account of the 2010C Debt Service Fund, on a pro rata
basis, and the 2010C Capitalized Interest Account shall be closed.
Section 8.6. 2010C Debt Service Fund.
(a) Money on deposit in the 2010C Debt Service Fund shall be used to pay the
principal of and interest on the Bonds as such become due and payable
(b) From time to time as needed to pay the obligations relating to the Bonds, but no
funds from 2010C Debt Service Fund amounts sufficient to pay Debt Service on the Bonds.
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(c) If, after the foregoing transfers, there are insufficient funds to make the payments
provided in (a) above, the Trustee shall apply the available funds in the 2010C Debt Service
Fund first to the payment of interest, then to the payment of principal (including any Sinking
Fund Installments).
Section 8.7. 2010C Debt Service Reserve Fund.
(a) All amounts deposited into the 2010C Debt Service Reserve Fund shall be used
for the purpose of making transfers to the 2010C Debt Service Fund to pay Debt Service on the
Bonds in the event of any deficiency in the 2010C Debt Service Fund.
(b) If, after transfers made pursuant to Sections 8.3 and 8.4 on any Interest Payment
Date, there are insufficient funds in the 2010C Debt Service Fund to pay Debt Service on the
Bonds, the Trustee shall withdraw from the 2010C Debt Service Reserve Fund an amount
necessary to pay Debt Service on the Bonds. Amounts drawn from the 2010C Contingency
Reserve shall be drawn first from the Parking and Admissions Tax Account and then from the
Rent Account of the 2010C Contingency Reserve.
(c) If, after a 2010C Debt Service Reserve Fund withdrawal pursuant to paragraph (b)
above, the amount on deposit in the 2010C Debt Service Reserve Fund is less than the 2010C
Debt Service Reserve Fund Requirement, the Trustee shall transfer from the 2010C Revenue
Fund the amount of such deficiency pursuant to the flow of funds above on the 5th Business Day
after each Quarterly Payment Date in equal amounts sufficient to restore the amount on deposit
in the 2010C Debt Service Reserve Fund to the 2010C Debt Service Reserve Fund Requirement
over 24 months (the “Replenishment Period”).
Section 8.8. 2010C Contingency Reserve.
(a) Money in the 2010C Contingency Reserve shall be used to pay Debt Service on
the Bonds.
(b) If, on any Interest Payment Date, there are insufficient funds in the 2010C Debt
Service Fund to pay Debt Service on the Bonds, the Trustee shall withdraw from the 2010C
Contingency Reserve an amount necessary to pay Debt Service on the Bonds. Amounts drawn
from the 2010C Contingency Reserve shall be drawn first from the Parking and Admissions Tax
Account and then from the Rent Account of the 2010C Contingency Reserve.
(c) If there are insufficient funds in the 2010C Contingency Reserve for the payment
of Debt Service on the Bonds, the Trustee shall transfer whatever funds are available in the
2010C Contingency Reserve to the 2010C Debt Service Fund and the Trustee shall then transfer
funds from the 2010C Debt Service Reserve Fund pursuant to Section 8.7 above.
(d) If, after a withdrawal from the 2010C Contingency Reserve pursuant to the
provisions above, the amount on deposit in the 2010C Contingency Reserve is less than the
Contingency Reserve Requirement, the Trustee shall transfer from the 2010C Revenue Fund the
amount of such deficiency pursuant to the flow of funds above on the August 15th Quarterly
Payment Date in amounts sufficient to restore the amount on deposit in the 2010C Contingency
Reserve to the Contingency Reserve Requirement.
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Section 8.9. 2010C Surplus Fund.
(a) Subject to the flow of funds in Section 8.3, any remaining Net Parking Tax
Revenues and Net Admissions Tax Revenues shall be deposited to the Parking and Admissions
Tax Sub-Account of the Maintenance and Operations Account of the 2010C Surplus Fund until
the Maintenance and Operations Balance is met. Any remaining Pledged Rent revenues shall be
deposited to the Rent Sub-Account of the Maintenance and Operations Account of the 2010C
Surplus Fund until the Maintenance and Operations Balance is met.
(A) Funds in the Maintenance and Operations Account of the 2010C

Surplus Fund shall be used for the maintenance, repair, replacement and operation
costs of the Entertainment Center (excluding any general overhead and
administrative expenditures, as defined under Treasury Regulation Section .141-
4(c)(2)(i)(C)). Expenditures from the Maintenance and Operations Account shall
not include expenditures that add to the value, or substantially prolong the useful
life, of the Entertainment Center. Disbursements from the Maintenance and
Operations Account shall be made by the Trustee upon receipt by the Trustee of a
properly executed and completed Payment Request attached hereto as Exhibit B.
The Trustee shall pay authorized expenditures first from the Parking and
Admissions Tax Sub-Account and then from the Rent Sub-Account.
(b) After the first ten years beginning with Bond Year 2011, the Released Rent shall
be transferred to the City for any lawful use. Prior to any transfer of the Released Rent, the City
shall deliver an opinion of Bond Counsel that such transfer does not adversely affect (a) the
exclusion from gross income for federal income tax purposes of interest on the Tax-Exempt
Subseries 1 Bonds and (b) the qualification of the Taxable Bonds as “build America bonds”
under section 54AA(d) of the Code and “qualified bonds” under section 54AA(g) of the Code for
federal income tax purposes. [NOTE: I ADDED THIS LANGUAGE IN ADDITION TO THE
LANGUAGE IN THE DEFINITION TO ENSURE THAT THEY UNDERSTAND THE
OPINION OF BOND COUNSEL REQUIREMENT.]
(c) Once the Maintenance and Operations Account of the 2010C Surplus Fund
contains the Maintenance and Operations Balance, remaining Net Parking Tax Revenues and ,
Net Admissions Tax Revenues after the transfers above, shall be deposited to the Parking and
Admissions Tax Account of the Redemption Fund until the Redemption Fund Requirement is
met. Pledged Rent (consisting of all Pledged Rent for the first ten years beginning with Bond
Year 2011, and then the Rent Remainder for all subsequent years) after the transfers above, shall
be transferred to the Rent Account of the Redemption Fund until the Redemption Fund
Requirement is met. Funds on deposit in the Redemption Fund, after the transfers above, shall
be used to redeem Bonds.
(d) After the transfers above, remaining Net Parking Tax Revenues, Net Admissions
Tax Revenues and Pledged Rent (consisting of all Pledged Rent for the first ten years beginning
with Bond Year 2011, and then the Rent Remainder for all subsequent years) shall be deposited
to the Public Area Programming Account of the 2010C Surplus Fund in an amount up to
$1,000,000 per calendar year (increasing 2% per calendar year commencing in the second
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calendar year of the Initial Term) and continuing in each calendar year during the Initial Term
and each Renewal Term.
(e) After the transfers above, remaining Net Parking Tax Revenues, Net Admissions
Tax Revenues and Pledged Rent (consisting of all Pledged Rent for the first ten years beginning
with Bond Year 2011, and then the Rent Remainder for all subsequent years) shall be deposited
to the Surplus Balance Account of the 2010C Surplus Fund Funds and may be used to redeem
Bonds or may be transferred to the City for maintenance and operations expenditures of the
Entertainment Center, as directed by the City in a Letter of Instructions..
Section 8.10. 2010C Project Fund.
(a) Money on deposit in the 2010C Project Fund, including investment earnings
thereof, shall be used for the purposes specified in Section 3.1 of this Ordinance.
(b) Disbursements from the 2010C Project Fund to pay Actual Costs shall be made
by the Trustee upon receipt by the Trustee of a properly executed and completed Payment
Request attached hereto as Exhibit D.
(c) All amounts remaining in the 2010C Project Fund after the accomplishment of the
purposes for which the Bonds are hereby issued, including investment earnings of the 2010C
Project Fund, shall be deposited into the 2010C Debt Service Fund.
Section 8.11. Costs of Issuance Fund.
On the Closing Date, the Trustee shall deposit bond proceeds in the amount specified in
Section 8.14 to the Costs of Issuance Fund for disbursement to pay the costs of issuing the
Bonds. The Costs of Issuance Fund shall be closed the earlier of (i) once all funds have been
disbursed on Closing Date, or (ii) 180 days following the Closing Date. To the extent there are
any funds remaining, the funds shall be transferred to the Project Fund.
Section 8.12. Redemption Fund.
Money on deposit in the Redemption Fund shall be used by the Trustee to redeem Bonds
in accordance with Article IV of this Ordinance.
Section 8.13. Administrative Expenses Fund.
(a) Upon receipt of 30-day actual notice of Administrative Expenses due and owing
to any Person under this Ordinance, the City shall direct the Trustee to pay such outstanding
Administrative Expenses to the Person such Administrative Expenses are owed pursuant to a
Letter of Instructions.
(b) On a quarterly basis, subject to the flow of funds described in Section 8.3 and 8.4,
the Trustee shall transfer from the Parking and Admissions Tax Account and the Rent Account
of the Administrative Expenses Fund, an amount required to pay the Administrative Expenses
then due of which the City has 30-day actual notice prior to the due date thereof. Such transfers
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shall be made first from the Parking and Admissions Tax Account and then from the Rent
Account.
(c) As identified in the Letter of Instructions, the Trustee shall pay an amount equal
to the Administrative Expenses then due from the Administrative Expenses Fund.
Section 8.14. Security of Funds.
All moneys on deposit in the funds referred to in this Ordinance shall be secured in the
manner and to the fullest extent required by the laws of the State of Texas for the security of
public funds, and moneys on deposit in such funds shall be used only for the purposes permitted
by this Ordinance.
Section 8.15. Deposit of Proceeds.
(a) All proceeds of the Bonds received on the Closing Date as accrued interest, if any,
on the Bonds from the Bond Date to the Closing Date, shall be deposited to the 2010C Debt
Service Fund.
(b) $_____________ of proceeds of the Bonds shall be deposited to the 2010C Debt
Service Reserve Fund.
(c) $_____________ of proceeds of the Bonds shall be deposited to the 2010C

Capitalized Interest Account of the 2010C Debt Service Fund.
(d) The remaining proceeds of the Bonds received on the Closing Date shall be
deposited to the 2010C Project Fund, such moneys to be dedicated and used for the purposes
specified in Section 3.1.
(a) Money in any fund or account created hereunder at the option of the City, may be
invested in such securities or obligations as permitted under Applicable Law. All investments
shall be made by the Trustee pursuant to a Letter of Instructions which Letter of Instructions
shall be in accordance with Applicable Law and the City’s investment policy approved by the
City Council from time to time. Such investments shall mature in such amounts and at such
times as may, in the judgment of the Authorized Officer executing such Letter of Instructions, be
necessary to provide funds when needed to make timely payments from such fund or account. In
order to avoid loss in the event of a need for funds, the City may, in lieu of a liquidation of
investments in the fund or account needing funds, exchange such investments for investments in
another fund or account that may be liquidated at no, or at a reduced, loss. In the event that the
City fails to provide the Trustee with a Letter of Instructions regarding the investment of monies
in any fund or account created hereunder, the Trustee is authorized to invest such funds in the
Wells Fargo Advantage Government Money Market Fund.
(b) Except as otherwise provided in this Ordinance, obligations purchased as an

investment of moneys in any fund or account or subaccount created in or confirmed by this
Ordinance shall be deemed at all times to be a part of such fund or account and, except to the
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extent otherwise provided in this Ordinance, the income or interest earned, profits realized or
losses suffered by a fund or account due to the investment thereof shall be retained in, credited or
charged, as the case may be, to such fund or account.
Section 8.17. Control and Delivery of Bonds.
(a) Any member of the Pricing Committee is hereby authorized to have control of the
Initial Bonds and all necessary records and proceedings pertaining thereto pending investigation,
examination and approval of the Attorney General of the State of Texas, registration by the
Comptroller of Public Accounts of the State and registration with, and initial exchange or
transfer by, the Paying Agent/Registrar.
(b) After registration by the Comptroller of Public Accounts, delivery of the Bonds
shall be made to the Purchaser under and subject to the general supervision and direction of the
Mayor, and pursuant to Section 3.10 herein.
(c) In the event the Mayor or City Secretary is absent or otherwise unable to execute
any document or take any action authorized herein, the Mayor Pro Tem and the Assistant City
Secretary, respectively, shall be authorized to execute such documents and take such actions, and
the performance of such duties by the Mayor Pro Tem and the Assistant City Secretary shall for
the purposes of this Ordinance have the same force and effect as if such duties were performed
by the Mayor and City Secretary, respectively.
ARTICLE IX
INVESTMENTS
(a) Money in the funds and accounts created by this Ordinance, at the option of the
City, may be invested in such securities or obligations as permitted under applicable law as in
effect on the date of the investment.
(b) Any securities or obligations in which money so invested shall be kept and held in
trust for the benefit of the Owners and shall be sold and the proceeds of sale shall be timely
applied to the making of all payments required to be made from the fund from which the
investment was made.
Section 9.2. Investment Income.
Interest and income derived from investment of any fund created by this Ordinance shall
be credited to such Fund.
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ARTICLE X
ADDITIONAL BONDS
Section 10.1. No Prior Lien Bonds.
The City hereby covenants that it will not issue any additional bonds or other obligations
payable from and secured by a lien on and pledge of the Pledged Taxes or the Pledged Revenues
and Funds that is senior to the lien securing the Bonds.
Section 10.2. Refunding Bonds.
The City expressly reserves the right to issue refunding bonds to refund all or a portion of
the Bonds. Such refunding bonds may be secured by a lien on the Pledged Taxes on a parity
with or subordinate to the lien securing the Bonds.
Section 10.3. Other Additional Bonds Secured by the Pledged Taxes.
[The City reserves the right to issue or incur additional bonds secured in whole or in part
by a lien junior and subordinate to the lien on the Pledged Taxes securing payment of the Bonds
(the “Junior Lien Bonds”), including bonds to refund such Junior Lien Bonds. Such additional
junior lien bonds secured by the Pledged Special may also contain a pledge of other lawfully
available revenues of the City.]
ARTICLE XI
Section 11.1. Payment of the Bonds.
On or before each Interest Payment Date for the Bonds and while any of the Bonds are
outstanding and unpaid, there shall be made available to the Paying Agent/Registrar, out of the
Debt Service Fund, money sufficient to pay such interest on and principal of the Bonds as will
accrue or mature on the applicable Interest Payment Date, maturity date or date of prior
redemption.
Section 11.2. Other Representations and Covenants.
The City will faithfully perform at all times any and all covenants, undertakings,
stipulations, and provisions contained in this Ordinance and in each Bond. The City is duly
authorized under the laws of the State of Texas to issue the Bonds; all action on its part for the
creation and issuance of the Bonds has been duly and effectively taken; and the Bonds in the
hands of the Owners thereof are and will be valid and enforceable obligations of the City in
accordance with their terms.
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ARTICLE XII
Section 12.1. 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 City, which default materially and adversely affects the
rights of the Owners, 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 30 days after
notice of such default is given by any Owner to the City.
Section 12.2. Remedies for Default.
(a) Upon the happening and continuance of any of the Events of Default described in
Section 12.1:
(i) The Trustee shall transfer all Pledged Taxes and Pledged Revenues and
Funds to the 2010C Debt Service Fund for the payment of Debt Service on the Bonds
immediately as received, and shall discontinue transfers to any other funds, accounts or
subaccounts under Article VIII until such default has been cured in full and all payments
of Debt Service on Outstanding Bonds are made current; in the event the Pledged Taxes
and Pledged Revenues and Funds are not adequate to cure each and every default, the
Pledged Tax and Pledged Revenues and Funds held by the Trustee shall be applied, on a
pari passu basis to the payment of Debt Service on Outstanding Bonds;
(ii) The Trustee or the Owners of at least 25% of the principal amount of the
Bonds then Outstanding, may proceed against the City for the purpose of protecting and
enforcing the rights of the Owners under this Ordinance, by action seeking mandamus or
by other suit, action or special proceeding in equity or at law, in any court of competent
jurisdiction, for any relief to the extent permitted by Applicable Law, including, but not
limited to, the specific performance of any covenant or agreement contained herein, or
injunction; provided, however, that the maturity of the Bonds shall not be subject to
acceleration upon the occurrence of an Event of Default hereunder.
(b) From and after the 30th day after the occurrence of an Event of Default (for which
a remedy is required or is sought under either subsection (a)(i) or (a)(ii) of this Section 12.2,
above) has been cured, the City shall be restored to its former position under this Ordinance prior
to the occurrence of such Event of Default. Any proceedings theretofore commenced for relief
shall be abandoned and dismissed within 30 days after such Event of Default has been cured.
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(c) Notwithstanding any provision herein, upon the occurrence of an Event of Default
hereunder or an event of default, amounts on deposit in the Project Fund, and any earnings
thereon, shall be maintained in the Project Fund and shall be applied to the payment of Project
Costs in accordance with Section 8.15.
Section 12.3. Restriction on Owner’s Action.
(a) Except to enforce the rights given under Section 12.3(b), no Owner of any Bonds
shall have any right to institute any action, suit or proceeding at law or in equity for the
enforcement of this Ordinance or for the execution of any trust thereof or any other remedy
hereunder, unless (a) a default has occurred and is continuing of which the Trustee has been
notified in writing as provided in Section 7.1(b), or of which by such Section it is deemed to
have notice, (b) such default has become an Event of Default and the Owners of 25% of the
aggregate principal amount of Bonds then Outstanding have made written request to the Trustee
and offered it reasonable opportunity either to proceed to exercise the powers hereinbefore
granted or to institute such action, suit or proceeding in its own name, (c) the Owners have
offered to the Trustee indemnity as provided in Section 7.6, (d) the Trustee has for 60 days after
such notice failed or refused to exercise the powers hereinbefore granted, or to institute such
action, suit or proceeding in its own name, (e) no direction inconsistent with such written request
has been given to the Trustee during such 60 day period by the Owners of a majority of the
aggregate principal amount of the Bonds Outstanding, and (f) notice of such action, suit or
proceeding is given to the Trustee; no one or more Owners of the Bonds shall have any right in
any manner whatsoever to affect, disturb or prejudice this Ordinance by its, his or their action or
to enforce any right hereunder except in the manner provided herein, and that all proceedings at
law or in equity shall be instituted and maintained in the manner provided herein and for the
equal benefit of the Owners of all Bonds then Outstanding. The notification, request and offer of
indemnity set forth above shall, at the option of the Trustee, be conditions precedent to the
execution of the powers and trusts of this Ordinance and to any action or cause of action for the
enforcement of this Ordinance or for any other remedy hereunder.
(b) Nothing in this Ordinance shall affect or impair the right of any Owner to enforce,
by action at law, payment of any Bonds at and after the maturity thereof, or on the date fixed for
redemption or the obligation of the City to pay each Bonds issued hereunder to the respective
Owners thereof at the time, place, from the source and in the manner expressed herein and in the
Bonds.
In case the Trustee or any Owners shall have proceeded to enforce any right under this
Ordinance and such proceedings shall have been discontinued or abandoned for any reason or
shall have been determined adversely to the Trustee or any Owners, then and in every such case
the City, the Trustee, and the Owners shall be restored to their former positions and rights
hereunder, and all rights, remedies and powers of the Trustee shall continue as if no such
proceedings had been taken.
Section 12.4. Effect of Waiver.
No delay or omission of the Trustee, or any Owner to exercise any right or power
accruing upon any default shall impair any such right or power or shall be construed to be a
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waiver of any such default or an acquiescence therein; and every power and remedy given by this
Ordinance to the Trustee, and the Owners, respectively, may be exercised from time to time and
as often as may be deemed expedient.
Section 12.5. Evidence of Ownership of Bonds.
(a) Any request, consent, revocation of consent or other instrument which this
Ordinance may require or permit to be signed and executed by the Owners of Bonds may be in
one or more instruments of similar tenor, and shall be signed or executed by such Owners in
person or by their attorneys appointed in writing. Proof of the execution of any such instrument,
or of any instrument appointing any such attorney, or the holding by any person of the Bonds
shall be sufficient for any purpose of this Ordinance (except as otherwise herein expressly
provided) if made in the following manner:
(i) The fact and date of the execution by any Owner of Bonds or his or her
attorney of such instruments may be provided by a guarantee of the signature thereon by
a bank or trust company or by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds, that the person signing such request or
other instrument acknowledged to him the execution thereof, or by an affidavit of a
witness of such execution, duly sworn to before such notary public or other officer.
Where such execution is by an officer of a corporation or association or a member of a
partnership, on behalf of such corporation, association or partnership, such signature
guarantee, certificate or affidavit shall also constitute sufficient proof of his authority.
(ii) The ownership of registered Bonds and the amount, numbers and other
identification and date of holding the same shall be proved by the Register.
(b) Except as otherwise provided in Section 12.4 with respect to revocation of a

consent, any request or consent by a Owner of Bonds shall bind all future Owners of the same
Bonds in respect of anything done or suffered to be done by the City, the Trustee or the Paying
Agent/Registrar in accordance therewith.
Section 12.6. Remedies Not Exclusive.
(a) 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.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
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ARTICLE XIII
Section 13.1. Annual Reports.
(a) The City shall provide annually to the MSRB, within six (6) months after the end
of each fiscal year, financial information and operating data with respect to the City of the
general type included in the final Official Statement, being the information described in
Exhibit A hereto. Any financial statements so to be provided shall be (i) prepared in accordance
with the accounting principles described in Exhibit A hereto, and (ii) audited, if the City
commissions an audit of such statements and the audit is completed within the period during
which they must be provided and (iii) submitted through EMMA, in an electronic format with
accompanying identifying information, as prescribed by the MSRB. If the audit of such financial
statements is not complete within such period, then the City shall provide notice that audited
financial statements are not available and shall provide unaudited financial statements for the
applicable fiscal year to the MSRB. The City shall provide audited financial statements for the
applicable fiscal year to the MSRB, when and if audited financial statements become available.
(b) If the City changes its fiscal year, it will notify the MSRB of the change (and of
the date of the new fiscal year end) prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
(c) 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
referenced to any document (including an official statement or other offering document, if it is
available from the MSRB) that theretofore has been provided to the MSRB of filed with the
SEC.
Section 13.2. Material Event Notices.
(a) The City shall notify the MSRB, in a timely manner, of any of the following
events with respect to the Bonds, if such event is material within the meaning of the federal
securities laws:
(i) principal and interest payment delinquencies;
(ii) nonpayment related defaults;
(iii) unscheduled draws on debt service reserves reflecting financial

difficulties;
(iv) unscheduled draws on credit enhancements reflecting financial

difficulties;
(v) substitution of credit or liquidity providers, or their failure to perform;
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(vi) adverse tax opinions or events affecting the tax exempt status of the
Bonds;
(vii) modifications to rights of Owners;
(viii) redemption calls;
(ix) defeasances;
(x) release, substitution, or sale of property securing repayment of the Bonds;

and
(xi) rating changes.
The City will provide notice of such events to the MSRB in an electronic format and
accompanied by identifying information, as prescribed by the MSRB.
(b) The City shall notify the MSRB, in a timely manner, of any failure by the City to
provide financial information or operating data in accordance with Section 12.01 of this
Ordinance by the time required by such Section.
Section 13.3. Limitations, Disclaimers and Amendments.
(a) The City shall be obligated to observe and perform the covenants specified in this
Article for so long as, but only for so long as, the City remains an “obligated person” with
respect to the Bonds within the meaning of the Rule, except that the City in any event will give
notice of any Bond calls and any defeasances that cause the City to be no longer an “obligated
person.”
(b) The provisions of this Article are for the sole benefit of the Owners and beneficial
owners of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it
has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City’s
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Article or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE 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 CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS ARTICLE, 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.
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(c) No default by the City in observing or performing its obligations under this
Article shall constitute a breach of or default under the Ordinance for purposes of any other
(d) Nothing in this Article is intended or shall act to disclaim, waive, or otherwise
limit the duties of the City under federal and state securities laws.
(e) The provisions of this Article may be amended by the City from time to time to
adapt to changed circumstances that arise from a change in legal requirements, a change in law,
or a change in the identity, nature, status, or type of operations of the City, but only if (i) the
provisions of this Article, 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 to the date of such amendment, as well as such
changed circumstances, and (ii) either (A) the Owners of a majority in aggregate principal
amount (or any greater amount required by any other provisions of this Ordinance that authorizes
such an amendment) of the outstanding Bonds consent to such amendment or (B) an entity or
individual person that is unaffiliated with the City (such as nationally recognized bond counsel)
determines that such amendment will not materially impair the interests of the Owners and
beneficial owners of the Bonds. If the City so amends the provisions of this Article, it shall
include with any amended financial information or operating data next provided in accordance
with Section 13.1 an explanation, in narrative form, of the reasons for the amendment and of the
impact of any change in type of financial information or operating data so provided.
ARTICLE XIV
Section 14.1. Limitations on Modifications.
This Ordinance shall not be modified or amended in any respect except as provided in
and in accordance with and subject to the provisions of this Article.
Section 14.2. Powers of Amendment.
The City may, without the consent of or notice to any Owners, from time to time and at
any time, amend this Ordinance in any manner not detrimental to the interests of the Owners,
including the curing of any ambiguity, inconsistency, or format defect or omission herein or to
make clear the intent of the City with respect to the provisions herein. In addition, the City may,
with the written consent of Owners holding a majority in aggregate principal amount of the
Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this
Ordinance; provided that, without the consent of all Owners of Outstanding Bonds, no such
amendment, addition, or rescission shall (1) extend the time or times of payment of the Debt
Service on the Bonds, reduce the principal amount or Maturity Amounts thereof, the redemption
price of the Bonds, or the rate of interest thereon, or in any other way modify the terms of
payment of the Debt Service on the Bonds or the security for the Bonds, (2) give any preference
to any Bonds over any other Bonds, or (3) reduce the aggregate principal amount of the Bonds
required for consent to any such amendment, addition, or rescission.
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Section 14.3. Consent of Owners.
The City may at any time adopt an amendment to this Ordinance making a modification
or amendment permitted by the provisions of Section 15.2, to take effect when and as provided
in this Section. A copy of such amendment (or brief summary thereof or reference thereto),
together with a request for consent, addressed to each Owner whose consent is required, shall
promptly after adoption be mailed by the City to the appropriate Owners (but failure to mail such
copy and request shall not affect the validity of the amendment to the Ordinance when consented
to as herein provided). Such amendment shall not be effective unless and until the City shall
have received the written consents and the proper Owners having the percentages specified in
Section 13.2. Any such consent shall be continuously binding upon the Owner giving such
consent and upon any subsequent Owner thereof and of any Bonds issued in exchange therefor
(whether or not such subsequent Owner thereof has notice thereof), unless such consent is
revoked in writing by the Owner giving such consent or a subsequent Owner thereof by filing
with the City, prior to the time action is taken in response to such consents. At any time
thereafter notice, stating in substance that the amendment has been consented to by the Owners
of the required percentages of Bonds and will be effective as hereinafter provided, shall be given
to the Owners (whose consent was required) by the City by mailing such notice to such Owners
(but failure to mail such notice shall not prevent such amendment from becoming effective and
binding). The amendment shall be deemed conclusively binding upon the City, the Trustee, the
Paying Agent/Registrar, and all Owners at the expiration of 30 days after the mailing by the City
of such last mentioned notice, except in the event of a final decree of a court of competent
jurisdiction setting aside such amendment in a legal action or equitable proceeding for such
purpose commenced within such 30-day period; provided, however, that the City, the Paying
Agent/Registrar, and the Trustee during such 30-day period and any such further period during
which any such action or proceeding may be pending shall be entitled in their reasonable
discretion to take such action, or to refrain from taking such action, with respect to such
amendment as they may deem expedient.
Section 14.4. Mailing of Notice.
Any provision in this Article for the mailing of a notice or other document to Owners
shall be fully complied with if it is mailed, first class postage prepaid, only to each registered
owner of Owners at the address, if any, appearing upon the Register.
Section 14.5. Amendments by Unanimous Consent.
Subject to any limitations contained or rights reserved in an amendment to this

Ordinance, the rights and obligations of the City, and the Owners of each of the Bonds, and the
terms and provisions of this Ordinance may be modified or amended in any respect upon the
adoption of an amendment to this Ordinance by the City with the consent of all Owners of each
of the Bonds Outstanding, such consent to be given as provided in Section 13.4.
Section 14.6. Exclusion of Bonds.
The Bonds owned or held by or for the account of the City will not be deemed
Outstanding for the purpose of consent or other action or any calculation of Outstanding Bonds
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provided for in this Ordinance, and the City shall not be entitled with respect to such Bonds to
give any consent or take any other action provided for in this Ordinance.
Section 14.7. Attorney General Modification.
In order to obtain the approval of the Bonds by the Attorney General of the State of
Texas, any provision of this Ordinance may be modified, altered or amended after the date of its
adoption if required by the Attorney General in connection with the Attorney General’s
examination as to the legality of the Bonds and approval thereof in accordance with the
applicable law. Such changes, if any, shall be provided to the City Secretary and the City
Secretary shall insert such changes into this Ordinance as if approved on the date hereof.
ARTICLE XV
DISCHARGE
Section 15.1. Discharge.
The Bonds may be defeased, discharged or refunded in any manner permitted by

applicable law.
ARTICLE XVI
REFUNDED OBLIGATIONS
Section 16.1. Payment of Paying Agency.
Prior to the Closing Date, the City shall ascertain from the paying agents for the
Refunded Obligations the amount of all future fees and expenses for its paying agency services
with respect to the Refunded Obligations. Concurrently with the sale and delivery of the Bonds,
the City shall cause an amount sufficient to pay such future fees and expenses to be paid to each
such paying agent.
Section 16.2. Escrow Agreement.
The discharge and defeasance of the Refunded Obligations shall be effectuated pursuant
to the terms and provisions of an Escrow Agreement (the “Escrow Agreement”) to be entered
into by and between the City and the Escrow Agent, the terms and provisions of which, as
delivered by the Pricing Committee pursuant to the Pricing Certificate, are hereby approved,
subject to such insertions, additions and modifications as shall be necessary (a) to carry out the
program designed for the City and which shall be certified as to mathematical accuracy and
sufficiency by Grant Thornton LLP, certified public accountants, (b) to minimize the City’s costs
of refunding, (c) to comply with all applicable laws and regulations relating to the refunding of
the Refunded Obligations, (d) to carry out the other intents and purposes of this Ordinance and
(e) to comply with the terms set forth in the Pricing Certificate, and any member of the Pricing
Committee, acting singly, is hereby authorized to execute and deliver such Escrow Agreement
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on behalf of the City in multiple counterparts and the City Secretary is hereby authorized to attest
thereto and affix the City’s seal.
Section 16.3. Redemption of Refunded Obligations.
The City hereby calls the Refunded Obligations for redemption prior to maturity on the
dates and at the prices set forth in the Pricing Certificate. Following the deposit to the Escrow
Fund as herein specified, the Refunded Obligations shall be payable solely from and secured by
the cash and securities on deposit in the Escrow Fund and shall cease to be payable from ad
valorem taxes.
Section 16.4. Purchase of Federal Securities.
To assure the purchase of the Federal Securities to be identified in the Escrow

Agreement, the Chief Financial Officer is hereby authorized to subscribe for, agree to purchase,
and purchase obligations of the United States of America, in such amounts and maturities and
bearing interest at such rates as may be provided for in the Escrow Agreement, and to execute
any and all subscriptions, purchase agreements, commitments, letters of authorization and other
documents necessary to effectuate the foregoing, and any actions heretofore taken for such
purpose are hereby ratified and approved.
Section 16.5. Notice of Deposit and Redemption.
The City Secretary is hereby authorized to cause notice of redemption to be given to the
respective paying agent/registrar for the Refunded Obligations by delivery of a certified copy of
this Ordinance. Each paying agent/registrar for the Refunded Obligations is hereby authorized
and directed to give notice of deposit and notice of redemption with respect to the Refunded
Obligations as required under the ordinance pursuant to which the Refunded Obligations were
issued.
ARTICLE XVII
Section 17.1. Notices.
Any notice, request, demand, communication or other paper hereunder shall be

sufficiently given and shall be deemed given to the respective party when addressed and actually
delivered, as follows:
To the City: City of Irving, City Hall

101 W. Abrams
Irving, Texas 76010
Attention: City Manager
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With copies to: Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201
Attn: Robert R. Collins III
To the Trustee: Wells Fargo Bank, National Association

Corporate Trust
201 Main Street, Suite 301
Fort Worth, Texas 76102
Attn: Cheri Whitford
Each party may designate further or different addresses to which subsequent notices, certificates
or other communications shall be sent.
Section 17.2. Conflicts.
All Ordinances, orders, actions or other proceedings of the City hereto adopted or taken
which are in conflict herewith are repealed to the extent of any such conflict.
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APPROVED AND ADOPTED this ____ day of __________, 2010.
___________________________________
Mayor, City of Irving, Texas
ATTEST:
___________________________________
City Secretary
___________________________________
City Attorney
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TRUSTEE’S ACCEPTANCE OF TRUST AND DUTIES
The Trustee, acting by and through the below named duly authorized officer, hereby
accepts the trusts imposed by this Ordinance and agrees to perform the duties of Trustee
hereunder, but only upon and subject to the express terms and conditions herein.
Dated: __________________- WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
By: _____________________________
Title: _____________________________
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EXHIBIT A
DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION
The following information is referred to in Article XII of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or other
headings of the Official Statement referred to) below:
1. The portions of the financial statements of the City appended to the Official
Statement as Appendix B, but for the most recently concluded fiscal year.
2. Statistical and financial data set forth in Tables __ and ___ of the Official
Statement.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in Paragraph 1 above.
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SCHEDULE I
SCHEDULE OF REFUNDED OBLIGATION CANDIDATES
Combination Tax and Hotel Occupancy Tax Revenue
Certificates of Obligation, Series 2001
Maturities
Original Dated Original to be
Date Principal Amount Refunded
10/01/2001 $ 13,000,000 09/15/20__

09/15/20__
09/15/20__
09/15/20__
09/15/20__
09/15/20__
09/15/20__
09/15/20__
09/15/20__
09/15/20__
09/15/20__
09/15/20__
The 20__-20__ maturities may be redeemed prior to original maturity as set forth in the Pricing
Certificate.
Hotel Occupancy Tax Revenue Bonds, Taxable Series 2009
Maturities
3/05/2009 $8,000,000 08/15/2014

08/15/20__
The 2010 and ___ maturities may be refunded prior to original maturity as set forth in the Pricing
Certificate
Schedule I-1
516006v.2 IRV450/71021
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Hotel Occupancy Tax Revenue Bonds, Taxable Series 2009A
Maturities
8/26/2009 $8,000,000 08/15/2019
The 2019 maturity may be refunded prior to original maturity as set forth in the Pricing
Certificate
Hotel Occupancy Tax Revenue Bonds, Taxable Series 2010
Maturities
3/10/2009 $9,000,000 08/15/2029
The 2029 maturity may be refunded prior to original maturity as set forth in the Pricing
Certificate
Schedule I-2
516006v.2 IRV450/71021
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EXHIBIT B
MAINTENANCE AND OPERATIONS ACCOUNT PAYMENTS
the Maintenance and Operations Account of the 2010C Surplus Fund in the total amounts of
$________________ with respect to the maintenance and operations costs all as more fully
described below. In connection with this Payment Request, the undersigned hereby represents
and warrants to the Trustee as follows:

2. All maintenance and operations costs for which payment is requested

4. The City has received proper documentation for the payment request
pursuant to the Lease.
expenditure from the Maintenance and Operations Account of the 2010C Surplus
Fund.
6. Funds in the total amount of $_________________ shall be distributed to

the party identified below via the wiring instructions provided below.
B-1
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. CALCULATION OF COSTS TO BE PAID

$_______________
Maintenance and
Operations Contractor/Supplier Invoice No. Amount
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Sub-total $
TOTAL: $
Name of party to receive funds: ______________________
Wiring Instructions: _______________________________
By: ___________________________
Authorized Officer
Date: ______________
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EXHIBIT C
MAINTENANCE AND OPERATIONS ACCOUNT BALANCE

SERIES 2010C BONDS
YEAR MAXIMUM BALANCE IN
MAINTENANCE AND OPERATIONS
ACCOUNT
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EXHIBIT D
FORM OF PAYMENT REQUEST FROM 2010C PROJECT FUNDS
the 2010C Project Fund in the total amount of $________________, with respect to the costs all
as more fully described in Attachment 1 hereto. In connection with this Payment Request, the
undersigned hereby represents and warrants to the Trustee as follows:

2. All costs of the improvements thereof for which payment is requested

4. Supporting documentation (such as third-party invoices) for each Actual

Cost to be funded pursuant to this Payment Request is attached to Attachment 1
hereto.
expenditure from the 2010C Project Fund.
6. If this Payment Request is for Actual Costs of a an Entertainment Center

improvement attributable to costs under a construction contract, attached hereto
are the required releases by the general contractor of materialsman’s and
mechanic’s liens for work for which payment is requested hereby.
7. To the City best knowledge, information and belief, based on the City
Designee’s Approval, the work covered hereby has been completed in accordance
with the construction contracts with respect to the Entertainment Center and the
current payment shown herein is now due.
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By: ___________________________
Authorized Officer
Date: ______________
CONSULTING ENGINEER’S APPROVAL FOR NON-COST OF ISSUANCE

AND NON-CAPITALIZED INTEREST REQUESTS ONLY
If this requisition is for a disbursement other than costs of issuance of the Series 2010C
Bonds or payment of capitalized interest, or a requisition presented on the date of closing of the
Series 2010C Bonds, the undersigned City Designee hereby certifies that (a) this disbursement is
for a Cost of the Project and is consistent with the applicable acquisition or construction contract
for the portion of the Entertainment Center project with respect to which such disbursement is
being made, (b) the City Designee approves the requisition. (c) the amount requisitioned is due
and unpaid, (d) that, insofar as the payment is to be made for work, material, supplies or
equipment, the work has been performed and the material, supplies or equipment have been
installed as part of the Entertainment Center project or any portion thereof or have been
delivered either at the proper site or at a proper place for fabrication and are covered by the
builders’ risk insurance; (e) that all work, material, supplies and equipment for which payment is
to be made are, in the signer’s opinion, in accordance with the plans and specifications or duly
approved change orders; and (f) all approvals for the acquisition, construction, reconstruction,
installation and equipping of the Entertainment Center project or any portion thereof have been
obtained or can reasonably be expected to be obtained from all applicable regulatory bodies.
CITY DESIGNEE
By:
Its:
D-2
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ATTACHMENT 1
CALCULATION OF COSTS TO BE PAID
$_______________
Project
Fund
Improvement Contractor/Supplier Invoice No. Amount 2010C
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Sub-total $
TOTAL: $
D-3
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AGENDA ITEM SUMMARY
Meeting: 8/25/2010 DOC ID: 3400

Recommending Department: Real Estate & Development LSR No: 11065,
11048, 11046,
11067
Resolution -- Approving Concessionaire Non-Disturbance Agreements

Between the City of Irving and the Las Colinas Group, LP with Blue Marble
360, LLC, B Concessionaire-Las Colinas, LLC, BB Concepts, LLC, and B
Retail, LLC, Related to the Irving Entertainment Center and Hotel Project
2. Impact: These agreements approve the terms of the concessionaire agreements
for the Irving Entertainment Center at Las Colinas and provide for the agreements
to remain in effect should the City or Tenant terminate the lease agreement.
3. The City has entered into a development agreement and lease with Las Colinas
Group, LP (Tenant) to construct, lease and operate the Irving Entertainment Center
at Las Colinas. The Tenant is required to enter into an agreement with a
concessionaire to provide food and beverage concessions within the entertainment
center. In addition, the Tenant has entered into agreements for other operation
activities. The concessionaire and other providers have requested that the City
acknowledge these agreements and agree to allow the agreements to continue as a
direct relationship with the City in the event that the City terminates the lease with
the Tenant. The Non-Disturbance Agreements benefit the City because of
assurances that the concessionaire will continue to operate even if the Tenant or
the City terminates the lease.
4. On June 3, 2010, the Tenant entered into a Content Agreement with Blue Marble
360, LLC, for the content intellectual property rights related to recording, replay and
distribution of live performances at the Irving Entertainment Center at Las Colinas.
5. On May 28, 2010, the Tenant entered into a Concession Agreement with B
Concessionaire – Las Colinas, LLC, doing business as Texas Hospitality Group, for
pre-development consulting services and for the food and beverage operations
related to the Irving Entertainment Center at Las Colinas.
6. On May 28, 2010, the Tenant entered into a Concepts Agreement with BB
Concepts, LLC, to develop food and beverage design concepts and other
intellectual property, talent booking and production assistance for the operation of
the Irving Entertainment Center at Las Colinas.
7. On May 28, 2010, the Tenant entered into a Retail Sublease with B Retail, LLC, for
the Irving Entertainment Center at Las Colinas.
8. The Concessionaire Non-Disturbance Agreements provide for the subordination of
these agreements to the Development Agreement and Lease with the Tenant.
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Recommendation
Contract Required: Yes Review Completed By: Karen Brophy
Previous Action: Council Action:
RES-2010-160 Second Amendment to Amended and Restated
Entertainment Center Development Agreement
First Amendment to the Amended and Restated
Entertainment Center Lease and Development
RES-2009-533
Agreements
Amended and Restated Entertainment Center
Lease Agreement
RES-2009-246 Amended and Restated Entertainment Center
Development Agreement
RES 2009-245
Entertainment Center Lease Agreement
RES-2009-65 Entertainment Center Development Agreement
RES-2008-581
ATTACHMENTS:
RES Irving Entertainment Center - B Concessionaire-Las Colinas Non-Disturbance
Agreement (PDF)
RES Irving Entertainment Center - BB Concepts Non-Disturbance Agreement (PDF)
RES Irving Entertainment Center - Blue Marble 360 Non-Disturbance Agreement (PDF)
RES Irving Entertainment Center - B Retail - Non-Disturbance Agreement (PDF)

None
Prepared: 6/7/2010 06:30 PM by Cynthia Castro
Last Updated: 8/19/2010 01:09 PM by Cynthia Castro
Packet Pg. 295

CITY OF IRVING
WHEREAS, the City and Las Colinas Group, LP (“the Partnership”), entered into a Second
Amended and Restated Entertainment Center Development Agreement dated as of August 5, 2010
(“the Agreement”); and
WHEREAS, the City’s participation in the Entertainment Center pursuant to the Agreement is
conditioned upon the participation of each concessionaire specifically named therein as the concession
vendors for the Entertainment Center and Hotel Project; and
WHEREAS, the Partnership represents and warrants to the City that the Partnership has entered
into concessionaire agreements as required by the Agreement, subject to any non-disturbance that the
City may enter into with any concessionaire in the City’s reasonable discretion;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF

IRVING, TEXAS:
SECTION I. THAT the City Council hereby approves the attached Non-Disturbance Agreement
among the City of Irving, Las Colinas Group, LP, and B Concessionaire-Las Colinas,
LLC, doing business as Texas Hospitality Group, for pre-opening services and food
and beverage concession services in the operation of the Entertainment Center and
Hotel Project, and the Mayor is authorized to execute said agreement.
SECTION II. THAT the City Council hereby approves the attached Non-Disturbance Agreement
among the City of Irving, Las Colinas Group, LP, and BB Concepts, LLC, for
concepts and intellectual property for use in the operation of the Entertainment Center
and Hotel Project, and the Mayor is authorized to execute said agreement.
SECTION III. THAT the City Council hereby approves the attached Non-Disturbance Agreement
among the City of Irving, Las Colinas Group, LP, and Blue Marble 360, LLC, for
video, audio, photograph, broadcast, and publishing rights in the operation of the
Entertainment Center and Hotel Project, and the Mayor is authorized to execute said
agreement.
SECTION IV. THAT the City Council hereby approves the attached Non-Disturbance Agreement
among the City of Irving, Las Colinas Group, LP, and B Retail, LLC, for retail
sublease and movable retail kiosks in the operation of the Entertainment Center and
Hotel Project, and the Mayor is authorized to execute said agreement.
SECTION V. THAT this resolution shall take effect from and after its final date of passage, and it is
Packet Pg. 296

on August 25, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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Attachment: RES Irving Entertainment Center - B Concessionaire-Las Colinas Non-Disturbance
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Attachment: RES Irving Entertainment Center - BB Concepts Non-Disturbance Agreement (3400 : 29
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Attachment: RES Irving Entertainment Center - Blue Marble 360 Non-Disturbance Agreement (3400 : 29
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Attachment: RES Irving Entertainment Center - B Retail - Non-Disturbance Agreement (3400 : 29 Agree
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AGENDA ITEM SUMMARY
Meeting: 8/25/2010 DOC ID: 3519

Recommending Department: Real Estate & Development LSR No: 11291
Ordinance -- Amending the Code of Civil and Criminal Ordinances of the

City of Irving, Texas, by Adding Chapter 16G, "Irving Entertainment Center
Admissions Tax"; Providing Definitions; Providing for the Levy,
Imposition, and Use of a 10 Percent Tax on Each Ticket Sold as an
Admission to an Event Held at Irving Entertainment Center; Providing
Collection, Reporting, Payment, and Recordkeeping Requirements and
Procedures; Providing for Interest and Civil Penalties; and Providing for a
Fine of Up to $500 for Each Offense in Violation of the Ordinance
2. Impact: Approval of the ordinance will levy and impose the admissions tax for the
3. In November of 2007, Irving voters overwhelmingly approved the imposition of a
10% admissions tax to provide funding for the development, construction and
financing of the entertainment center and hotel project to support Irving’s
convention center.
center to charge a 10% admissions tax on the price of each admission ticket sold at
the venue. State law and the ordinance allow the lessee to retain 1% of the tax
proceeds to offset the cost of collecting the tax.
Recommendation
• Contract Required: No • Review Completed By:
• Previous Action: N • Council Action:
• .
•

NONE
-1-
Prepared: 8/5/2010 09:11 AM by Cynthia Castro
Last Updated: 8/20/2010 01:14 PM by Karen Brophy
-2-
ORDINANCE NO. (ID # 3519)
Ordinance No. __________
AN ORDINANCE AMENDING THE CODE OF CIVIL AND

CRIMINAL ORDINANCES OF THE CITY OF IRVING, TEXAS,
BY ADDING CHAPTER 16G, “IRVING ENTERTAINMENT
CENTER AND HOTEL PROJECT ADMISSIONS TAX”;
PROVIDING DEFINITIONS; PROVIDING FOR THE LEVY,
IMPOSITION AND USE OF A 10 PERCENT TAX ON EACH
TICKET SOLD AS AN ADMISSION TO AN EVENT HELD AT
IRVING ENTERTAINMENT CENTER AND HOTEL PROJECT;
PROVIDING COLLECTION, REPORTING, PAYMENT, AND
RECORDKEEPING REQUIREMENTS AND PROCEDURES;
PROVIDING FOR INTEREST AND CIVIL PENALTIES;
PROVIDING FOR A FINE OF UP TO $500 FOR EACH OFFENSE
IN VIOLATION OF THE ORDINANCE; PROVIDING THIS
ORDINANCE BE CUMULATIVE; PROVIDING FOR
SEVERABILITY; PROVIDING FOR GOVERNMENTAL
IMMUNITY; PROVIDING FOR INJUNCTIONS; PROVIDING
FOR PUBLICATION; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Chapter 334, Texas Local Government Code, as amended (the “Act”) authorizes the
City of Irving to impose certain specific taxes for the purpose of financing all or a
portion of the cost of a convention center and entertainment venue project to be located
in the City if the venue project and the taxes are approved at an election held in
accordance with the Act; and
WHEREAS, at an election held within the City on November 6, 2007, a majority of the voters of the
City voting at said election voted in favor of a proposition authorizing the City to
provide for the planning, acquisition, establishment, development, construction and
financing of a community venue project within the Las Colinas Urban Center of the City
of the type described and defined in Section 334.001(4)(B), Texas Local Government
Code, as amended, or under other law as authorized by Section 334.003 of the Act,
described in summary form as a convention center (the “Convention Center”) and a
related multi-functional theater, performance hall, music hall, and community and
entertainment venue, and related infrastructure, including hotel, retail, restaurant and
parking facilities (the “Irving Entertainment Center and Hotel Project” and together with
the Convention Center, the “Project”), and (i) to impose a tax, not to exceed three dollars
($3.00) on each parked motor vehicle parking in a parking facility of the Project, as and
to the extent authorized by Subchapter G of the Act, (ii) to impose a tax on each ticket
sold as admission to an event held at the Project, at a rate not to exceed ten percent
(10%) of the price of the ticket sold as admission, as and to the extent authorized by
Subchapter F of the Act; and (iii) to impose a tax on the occupancy of a room in a hotel
located within the City, at a rate not to exceed two percent (2%) of the price paid for
such room, as and to the extent authorized by Subchapter H of the Act; and
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WHEREAS, the City has established the Convention Center and intends to construct the Irving
Entertainment Center and Hotel Project for public use and purposes under and in
WHEREAS, the City Council has by resolution established the venue project fund entitled the “Venue
Project Fund,” and various accounts therein, required by Section 334.042 of the Act; and
WHEREAS, the City Council has found and determined that it is in the best interests of the City to
impose the tax on tickets for admission to certain events held at the Irving Entertainment
Center and Hotel Project as and to the extent authorized by and in accordance with
Subchapter F of the Act;
NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF

IRVING, TEXAS:
Section. 1. That the Code of Civil and Criminal Ordinances of the City of Irving, Texas, is
hereby amended by adding Chapter 16G, “Irving Entertainment Center and Hotel Project Admissions
Tax,” to read as follows:
CHAPTER 16G
IRVING ENTERTAINMENT CENTER AND HOTEL PROJECT ADMISSIONS TAX
Section 16G-1. Definitions
For the purposes of this chapter:
Act means Chapter 334, Texas Local Government Code, as amended.
Admissions Tax means an amount equal to 10 percent of the price of each ticket sold as admission to an
Event held at the Irving Entertainment Center and Hotel Project and imposed under section 16G-2
hereof.
City means the City of Irving, Texas.
Director means the director of the department designated by the City Manager of the City to enforce
and administer this chapter, or the Director’s designated representative.
Event means all revenue-producing entertainment, cultural, civic and other activities and events which
are conducted at Irving Entertainment Center and Hotel Project and for which admission tickets are
sold.
Lessee means Las Colinas Group, LP, its successors and assigns under that certain Second Amended
and Restated Entertainment Center Lease Agreement dated August 5, 2010, and as may be amended.
Net Admissions Tax means the Admissions Tax less an amount equal to 1 percent of the Admissions
Tax collected, such 1 percent being reimbursement for collection of the Admissions Tax as authorized
pursuant to Section 16G-3.
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Person means any individual, partnership, trust, company, corporation, association, or other entity.
Project Fund means the “Venue Project Fund” created pursuant to the Resolution.
Resolution means Resolution No. 3-13-08-113 adopted by the City Council on March 13, 2008,
establishing the Project Fund.
Section 16G-2. Tax Imposed
(a) There is hereby levied and imposed a tax at the rate of 10 percent on the price of each ticket
sold as admission to an Event held at the Irving Entertainment Center and Hotel Project.
(b) The Admissions Tax imposed under this section shall be collected on every ticket sold in
connection with an Event held at the Irving Entertainment Center and Hotel Project and shall
continue to be collected for so long as any bonds or other obligations that are issued by the City
under Section 334.043 of the Act for the purpose of financing a portion of the costs of the Irving
Entertainment Center and Hotel Project and are secured by the Net Admissions Tax, and any
bonds or other obligations refunding or refinancing those bonds or other obligations, are
outstanding and unpaid.
Section 16G-3. Collection of Admissions Tax
(a) Every seller of a ticket of admission to an Event to be held at the Irving Entertainment Center
and Hotel Project shall collect or cause to be collected, on behalf of the City, the Admissions
Tax. Lessee shall be entitled to retain 1 percent of the gross collections of the Admissions Tax
as reimbursement for the costs of collection thereof.
(b) Every seller of a ticket of admission to an Event held at the Irving Entertainment Center and
Hotel Project shall add, on behalf of the City, the Admissions Tax to the price of each ticket
sold to such Event.
(c) The Lessee shall collect, on behalf of the City, from each Person responsible for collecting the
Admissions Tax, the Net Admissions Tax for each Event.
(d) An attorney acting on behalf of the City may bring suit against any Person who fails to collect
the Admissions Tax and against any Person, other than the Lessee, who fails to pay the Net
Admissions Tax over to the Lessee, as required by this chapter.
(e) An attorney acting on behalf of the City may bring suit against the Lessee for failure to pay the
Net Admissions Tax to the City at the time and in the manner required by this chapter.
Section 16G-4. Reports; Payment to the City; Records
(a) On or before the last calendar day of the month following each month in which an Admissions
Tax is imposed under this chapter, the Lessee shall file a report with the Director showing:
1. the total number of tickets sold and the total consideration paid therefore with respect to
each Event in the preceding calendar month;
-3-
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2. the amount of the Admissions Tax collected on the tickets for admission to such Events;
and
3. any other information the Director may reasonably require.
(b) At the time of filing the report required under Subsection (a) of this section, the Lessee shall pay
the Net Admissions Tax received on all Event tickets sold in the preceding calendar month to
the City. Such amount shall be paid by the Lessee by fed wire in immediately available funds
pursuant to instructions of the City or in such other manner as may be prescribed or approved by
the City.
(c) The Lessee and any other ticket sellers subject to this chapter shall keep or cause to be kept for
four years records and supporting documents containing the following information:
1. the dates and type of Events at which tickets of admission were sold;
2. the number of tickets sold to each Event;
3. the gross amount of ticket sales received for each Event;
4. the amount of Admissions Tax collected with respect to each Event; and
5. the amount of Net Admission Tax paid to the City and the dates on which such amounts
were paid.
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Section 16G-5. Use of Revenue Derived from Imposition of Tax
The revenue derived from the Net Admissions Tax shall be deposited by the City in the Project
Fund for use as set forth in the Resolution.
Section 16G-6. Rules and Regulations
The Director shall have the power to make any rules and regulations necessary to effectively
collect the Admissions Tax. The Director and Lessee shall, upon giving reasonable notice, have access
to all books and records necessary to enable the Director and Lessee to determine the correctness of any
report filed as required by this chapter and the amount of Net Admissions Taxes due under this chapter.
All audits conducted by the Director or Lessee must be conducted diligently during normal business
hours so as to minimize interference with business operations of the entity being audited. No
accountant or other consultant used by the Director or Lessee to conduct an audit may be compensated
on any contingent fee or other similar basis.
Section 16G-7. Penalties
(a) The seller of a ticket of admission to an Event held at Irving Entertainment Center and Hotel
Project commits an offense if that Person knowingly:
1. fails to collect or cause to be collected the Admissions Tax;
2. fails to file a report as required by this chapter;
3. files a false report; or
4. fails to make and retain complete records as required by Section 16G-4(c) of this
chapter.
(b) The Lessee commits an offense if the Lessee knowingly:
1. commits an offense under Subsection (a) of this section; or
2. fails to pay the City the Net Admissions Tax when due.
(c) An offense committed under Subsection (a) of this section is punishable by a fine not to exceed
five hundred dollars ($500.00), and each twenty-four (24) hours of any such violation shall
constitute a separate offense.
(d) In addition to any criminal penalties imposed under Subsection (c) of this section, if the Lessee
fails to pay the Net Admissions Tax to the City, by the last day of the month following the
month in which the Admissions Tax is required by this chapter to be collected, the Lessee shall
pay an amount equal to 5 percent of the amount of Net Admissions Tax due until said Net
Admissions Tax is thirty (30) days delinquent, which shall be a minimum amount of $1.00.
After said Net Admissions Tax is thirty (30) days delinquent, such person shall pay an
additional penalty an amount equal to 10 percent of the amount of Net Admissions Tax due,
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provided, however, that the penalty shall never be less than $1.00. Delinquent Net Admissions
Tax payments, but not any applicable fines or penalties, shall, in addition, draw interest at the
rate of 9 percent per annum beginning sixty (60) days from the date due.
Section 16G-8. Enforcement
The Director, or his/her designee, shall enforce the terms and conditions of this chapter when
violations occur.
SECTION 2. Any person, firm, corporation, agent or employee thereof who violates any of the
provisions of this ordinance shall be guilty of a misdemeanor and upon conviction thereof shall be fined
an amount not to exceed $500 for each offense. Each 24 hours of any such violation shall constitute a
separate offense.
SECTION 3. This ordinance shall be and is hereby declared to be cumulative of all other
ordinances of the City of Irving, and this ordinance shall not operate to repeal or affect any of such
other ordinances except insofar as the provisions thereof might be inconsistent or in conflict with the
provisions of this ordinance, in which event such conflicting provisions, if any, in such other ordinance
or ordinances are hereby repealed.
SECTION 4. If any section, subsection, sentence, clause or phrase of this ordinance is for any
reason held to be unconstitutional, such holding shall not affect the validity of the remaining portions of
this ordinance.
SECTION 5. All of the regulations provided in this ordinance are hereby declared to be
governmental and for the health, safety and welfare of the general public. Any member of the City
Council or any City official or employee charged with the enforcement of this ordinance, acting for the
City of Irving in the discharge of his/her duties, shall not thereby render himself/herself personally
liable; and he/she is hereby relieved from all personal liability for any damage that might accrue to
persons or property as a result of any act required or permitted in the discharge of his/her said duties.
SECTION 6. Any violation of this ordinance can be enjoined by a suit filed in the name of the
City of Irving in a court of competent jurisdiction, and this remedy shall be in addition to any penal
provision in this ordinance or in The Code of Civil and Criminal Ordinances of the City of Irving.
SECTION 7. The caption and penalty clause of this ordinance shall be published in a
newspaper of general circulation in the City of Irving, in compliance with the provisions of Chapter IV,
Section 23, of the City Charter. Further, this ordinance may be published in pamphlet form and shall be
admissible in such form in any court, as provided by law.
SECTION 8. This ordinance shall become effective from and after the date on which bonds or
other obligations that are payable from the revenues of the Admissions Tax are issued and outstanding.
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PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS, this
_________ day of _______, A.D. 2010.
_________________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
___________________________________
Shanae Jennings
___________________________________
Charles R. Anderson
City Attorney
-7-
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AGENDA ITEM SUMMARY
Meeting: 8/25/2010 DOC ID: 3520

Recommending Department: Real Estate & Development LSR No: 11292
Ordinance -- Amending the Code of Civil and Criminal Ordinances of the

City of Irving, Texas, by Adding Chapter 16H, "Irving Entertainment Center
Parking Tax"; Providing Definitions; Providing for the Levy, Imposition,
and Use of a Tax Equal to $3.00 Per Motor Vehicle on Each Motor Vehicle
Parked in a Parking Facility for Irving Entertainment Center; Providing
Collection, Reporting, Payment, and Recordkeeping Requirements and
Procedures; Providing for Interest and Civil Penalties; and Providing for a
Fine of Up to $500 for Each Offense in Violation of the Ordinance
2. Impact: Approval of the ordinance will levy and impose the parking tax for the
3. In November of 2007, Irving voters overwhelmingly approved the imposition of a $3
per vehicle parking tax to provide funding for the planning, construction and
financing of the entertainment center and hotel project to support Irving’s
convention center.
center to charge a parking tax of $3 per vehicle for all cars parked in parking
facilities controlled by the lessee/operator, including the Urban Towers parking
garage during the times authorized by the Urban Towers parking lease approved by
the City Council on May 28, 2009 (Res. No. RES-2009-225). The ordinance will
also levy the parking tax on vehicles parked at any parking facilities contractually
secured by the lessee/operator for festival or special event parking. State law and
the ordinance allow the lessee/operator to retain 1% of the tax proceeds to offset
the cost of collecting the tax.
Recommendation
• Contract Required: No • Review Completed By:
• Previous Action: • Council Action:
-1-
NONE
Prepared: 8/5/2010 09:27 AM by Cynthia Castro
Last Updated: 8/20/2010 01:16 PM by Karen Brophy
-2-
ORDINANCE NO. (ID # 3520)
Ordinance No. __________
AN ORDINANCE AMENDING THE CODE OF CIVIL AND

CRIMINAL ORDINANCES OF THE CITY OF IRVING, TEXAS,
BY ADDING CHAPTER 16H, “IRVING ENTERTAINMENT
CENTER AND HOTEL PROJECT PARKING TAX”;
PROVIDING DEFINITIONS; PROVIDING FOR THE LEVY,
IMPOSITION AND USE OF A TAX EQUAL TO THREE
DOLLARS ($3.00) PER MOTOR VEHICLE ON EACH MOTOR
VEHICLE PARKED IN A PARKING FACILITY FOR THE
IRVING ENTERTAINMENT CENTER AND HOTEL PROJECT;
PROVIDING COLLECTION, REPORTING, PAYMENT, AND
RECORDKEEPING REQUIREMENTS AND PROCEDURES;
PROVIDING FOR INTEREST AND CIVIL PENALTIES;
PROVIDING FOR A FINE OF UP TO $500 FOR EACH OFFENSE
IN VIOLATION OF THE ORDINANCE; PROVIDING THIS
ORDINANCE BE CUMULATIVE; PROVIDING FOR
SEVERABILITY; PROVIDING FOR GOVERNMENTAL
IMMUNITY; PROVIDING FOR INJUNCTIONS; PROVIDING
FOR PUBLICATION; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Chapter 334, Texas Local Government Code, as amended (the “Act”) authorizes the
City of Irving to impose certain specific taxes for the purpose of financing all or a
portion of the cost of a convention center and entertainment venue project to be located
in the City if the venue project and the taxes are approved at an election held in
WHEREAS, at an election held within the City on November 6, 2007, a majority of the voters of the
City voting at said election voted in favor of a proposition authorizing the City to
provide for the planning, acquisition, establishment, development, construction and
financing of a community venue project within the Las Colinas Urban Center of the City
of the type described and defined in Section 334.001(4)(B), Texas Local Government
Code, as amended, or under other law as authorized by Section 334.003 of the Act,
described in summary form as a convention center (the “Convention Center”) and a
related multi-functional theater, performance hall, music hall, and community and
entertainment venue, and related infrastructure, including hotel, retail, restaurant and
parking facilities (the “Irving Entertainment Center and Hotel Project” and together with
the Convention Center, the “Project”) and (i) to impose a tax, not to exceed three dollars
($3.00) on each parked motor vehicle parking in a parking facility of the Project, as and
to the extent authorized by Subchapter G of the Act, (ii) to impose a tax on each ticket
sold as admission to an event held at the Project, at a rate not to exceed ten percent
(10%) of the price of the ticket sold as admission, as and to the extent authorized by
Subchapter F of the Act; and (iii) to impose a tax on the occupancy of a room in a hotel
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located within the City, at a rate not to exceed two percent (2%) of the price paid for
such room, as and to the extent authorized by Subchapter H of the Act; and
WHEREAS, the City has established the Convention Center and intends to construct the
Entertainment Center and Hotel Project for public use and purposes under and in
WHEREAS, the City Council has by resolution established the venue project fund entitled the “Venue
Project Fund,” and various accounts therein, required by Section 334.042 of the Act; and
WHEREAS, the City Council has found and determined that it is in the best interests of the City to
impose the tax on motor vehicles parked at parking facilities acquired and constructed to
provide parking for four separate but adjacent venue facilities comprising part of the
Project and consisting of (i) an indoor concert hall, (ii) a permanent outdoor stage and
pedestrian street, (iii) a second permanent outdoor stage and plaza and (iv) the
Convention Center, as and to the extent authorized by and in accordance with
Subchapter G of the Act;
NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF

IRVING, TEXAS:
Section. 1. That The Code of Civil and Criminal Ordinances of the City of Irving, Texas, is
hereby amended by adding Chapter 16H, “Irving Entertainment Center and Hotel Project Parking Tax,”
to read as follows:
CHAPTER 16H
IRVING ENTERTAINMENT CENTER AND HOTEL PROJECT PARKING TAX
Section 16H-1. Definitions
For the purposes of this chapter:
Act means Chapter 334, Texas Local Government Code, as amended.
City means the City of Irving, Texas.
Director means the director of the department designated by the City Manager of the City to enforce
and administer this chapter, or the Director’s designated representative.
Lessee means Las Colinas Group, LP, its successors and assigns, under that certain Second Amended
and Restated Entertainment Center Lease Agreement dated August 5, 2010, and as may be amended.
Net Parking Tax Revenues means the Parking Tax Revenues less an amount equal to 1 percent of the
Parking Tax Revenues collected, such 1 percent being reimbursement for collection of the Parking Tax
as authorized pursuant to Section 16H-3.
Parking Facility means any parking facility whether on-site or off-site controlled by Lessee or any of
its sublessees that provides parking for the Irving Entertainment Center and Hotel Project, including the
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complex known as Urban Towers, 222 East Las Colinas Blvd. as defined in the Parking Lease
Agreement with SP Millennium Center, LP, as landlord, and City of Irving, as tenant.
Parking Tax means an amount equal to $3.00 per motor vehicle assessed against each motor vehicle
parked at a Parking Facility.
Parking Tax Revenues means the gross amount of revenues collected from the Parking Tax levied
pursuant to Section 16H-2 hereof.
Person means any individual, partnership, trust, company, corporation, association, or other entity.
Project Fund means the “Venue Project Fund” created pursuant to the Resolution.
Resolution means Resolution No. 3-13-08-113 adopted by the City Council on March 13, 2008,
establishing the Project Fund.
Section 16H-2. Tax Imposed
(a) There is hereby levied and imposed a tax at the rate of $3.00 per motor vehicle parked at a
Parking Facility. Such tax shall be imposed on a continuous basis for 24 hours a day, seven days
a week, on each motor vehicle parked at a Parking Facility; provided, for any Parking Facility
where Lessee or its sublessee does not control such Parking Facility full time, such tax is
imposed only during the times when Lessee or its sublessee controls the Parking Facility.
(b) Subject to Subsection (c) of this Section, the Parking Tax imposed under this section shall be
collected on each motor vehicle parked at a Parking Facility as provided in Subsection (a) of
this Section and shall continue to be collected for so long as any bonds or other obligations that
are issued by the City under Section 334.043 of the Act for the purpose of financing a portion of
the costs of the Irving Entertainment Center and Hotel Project and are secured by the Net
Parking Tax Revenues, and any bonds or other obligations refunding or refinancing those bonds
or other obligations, are outstanding and unpaid.
(c) The Parking Tax shall not be imposed or collected on the following motor vehicles:
1. any motor vehicle of any public safety, law enforcement and other public entities and
agencies undertaking official functions and duties at the Irving Entertainment Center and
Hotel Project; and
2. any employees, officials or officers of the Lessee and its sublessees, as the case may be,
service providers, volunteers and vendors related to operations at the Entertainment and
Hotel Project; provided the number of any such vehicles parking shall be limited to a
number that is customary and reasonable in all respects for the purpose of transacting
business at the Irving Entertainment Center and Hotel Project.
Section 16H-3. Collection of Parking Tax
(a) The Lessee, or any sublessee or operator of a Parking Facility, shall collect or cause to be
collected, on behalf of the City, the Parking Tax. Lessee shall be entitled to retain one percent
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(1%) of the gross collections of the Parking Tax as reimbursement for the costs of collection
thereof.
(b) The Lessee shall collect, on behalf of the City, from each Person responsible for collecting the
Parking Tax, the Parking Tax Revenues.
(c) An attorney acting on behalf of the City may bring suit against any Person who fails to collect
the Parking Tax and against any Person, other than the Lessee, who fails to pay the Net Parking
Tax Revenues over to the Lessee, as required by this chapter.
(d) An attorney acting on behalf of the City may bring suit against the Lessee for failure to pay the
Net Parking Tax Revenues to the City at the time and in the manner required by this chapter.
Section 16H-4. Reports; Payment to the City; Records
(a) On or before the last calendar day of the month following each month in which a Parking Tax is
imposed under this chapter, the Lessee shall file a report with the Director showing:
1. the total number of motor vehicles parked at a Parking Facility in the preceding calendar
month;
2. the amount of the Parking Tax Revenues; and
3. any other information the Director may reasonably require.
(b) At the time of filing the report required under Subsection (a) of this section, the Lessee shall pay
the Net Parking Tax Revenues received during the preceding calendar month to the City. Such
amount shall be paid by the Lessee by fed wire in immediately available funds pursuant to
instructions of the City or in such other manner as may be prescribed or approved by the City.
(c) The Lessee shall keep or cause to be kept for four years records and supporting documents
containing the following information:
1. The number of cars for which the Parking Tax was collected at Irving Entertainment
Center and Hotel Project;
2. the gross amount of Parking Tax Revenues collected; and
3. the amount of Net Parking Tax Revenues paid to the City and the dates on which such
amounts were paid.
Section 16H-5. Use of Revenue Derived from Imposition of Tax
The revenue derived from the Net Parking Tax Revenues shall be deposited by the City in the
Project Fund for use as set forth in the Resolution.
Section 16H-6. Rules and Regulations
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The Director shall have the power to make any rules and regulations necessary to effectively
collect the Parking Tax. The Director shall, upon giving reasonable notice, have access to all books
and records necessary to enable the Director to determine the correctness of any report filed as required
by this chapter and the amount of Net Parking Taxes due under this chapter. All audits conducted by
the Director must be conducted diligently during the Lessee’s normal business hours so as to minimize
interference with Lessee’s business operations. No accountant or other consultant used by the Director
to conduct an audit may be compensated on any contingent fee or other similar basis.
Section 16H-7. Penalties
(a) The Lessee, sublessee or operator of a Parking Facility commits an offense if that Person
knowingly:
1. fails to collect or cause to be collected the Parking Tax;
2. fails to file a report as required by this chapter;
3. files a false report; or
4. fails to make and retain complete records as required by Section 16H-4(c) of this
chapter.
(b) The Lessee commits an offense if the Lessee knowingly:
1. commits an offense under Subsection (a) of this section; or
2. fails to pay the City the Net Parking Tax Revenues when due.
(c) An offense committed under Subsection (a) of this section is punishable by a fine not to exceed
five hundred dollars ($500.00), and each twenty-four (24) hours of any such violation shall
constitute a separate offense.
(d) In addition to any criminal penalties imposed under Subsection (c) of this section, if the Lessee
fails to pay the Net Parking Tax Revenues to the City, by the last day of the month following
the month in which the Parking Tax is required by this chapter to be collected, the Lessee shall
pay an amount equal to 5 percent of the amount of Net Parking Tax Revenues due until said Net
Parking Tax Revenues are thirty (30) days delinquent, which shall be a minimum amount of
$1.00. After said Net Parking Tax Revenues are thirty (30) days delinquent, such person shall
pay an additional penalty an amount equal to 10 percent of the amount of Net Parking Tax
Revenues due, provided, however, that the penalty shall never be less than $1.00. Delinquent
Net Parking Tax Revenues, but not any applicable fines or penalties, shall, in addition, draw
interest at the rate of 9 percent per annum beginning sixty (60) days from the date due.
Section 16H-8. Enforcement
The Director, or his/her designee, shall enforce the terms and conditions of this chapter when
violations occur.
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SECTION 2. Any person, firm, corporation, agent or employee thereof who violates any of the
provisions of this ordinance shall be guilty of a misdemeanor and upon conviction thereof shall be fined
an amount not to exceed $500 for each offense. Each 24 hours of any such violation shall constitute a
separate offense.
SECTION 3. This ordinance shall be and is hereby declared to be cumulative of all other
ordinances of the City of Irving, and this ordinance shall not operate to repeal or affect any of such
other ordinances except insofar as the provisions thereof might be inconsistent or in conflict with the
provisions of this ordinance, in which event such conflicting provisions, if any, in such other ordinance
or ordinances are hereby repealed.
SECTION 4. If any section, subsection, sentence, clause or phrase of this ordinance is for any
reason held to be unconstitutional, such holding shall not affect the validity of the remaining portions of
this ordinance.
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SECTION 5. All of the regulations provided in this ordinance are hereby declared to be
governmental and for the health, safety and welfare of the general public. Any member of the City
Council or any City official or employee charged with the enforcement of this ordinance, acting for the
City of Irving in the discharge of his/her duties, shall not thereby render himself/herself personally
liable; and he/she is hereby relieved from all personal liability for any damage that might accrue to
persons or property as a result of any act required or permitted in the discharge of his/her said duties.
SECTION 6. Any violation of this ordinance can be enjoined by a suit filed in the name of the
City of Irving in a court of competent jurisdiction, and this remedy shall be in addition to any penal
provision in this ordinance or in The Code of Civil and Criminal Ordinances of the City of Irving.
SECTION 7. The caption and penalty clause of this ordinance shall be published in a
newspaper of general circulation in the City of Irving, in compliance with the provisions of Chapter IV,
Section 23, of the City Charter. Further, this ordinance may be published in pamphlet form and shall be
admissible in such form in any court, as provided by law.
SECTION 8. This ordinance shall become effective from and after the date on which bonds or
other obligations that are payable from the revenues of the Parking Tax are issued and outstanding.
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PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS, this
_________ day of _______, A.D. 2010.
_________________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
___________________________________
Shanae Jennings
___________________________________
Charles R. Anderson
City Attorney
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IRVING CITY COUNCIL

SPECIAL MEETING AGENDA

2 Resolution--Authorizing the Filing of an Expedited Declaratory Judgment Petition

3 Resolution--Approving Concessionaire Non-Disturbance Agreements Between the

Disturbance Agreements benefit the City because of assurances that the

4 Ordinance--Amending the Code of Civil and Criminal Ordinances of the City of

5 Ordinance--Amending the Code of Civil and Criminal Ordinances of the City of

Meeting: 8/25/2010 DOC ID: 3522

Resolution -- Approving and Accepting the Proposal of Key Life Homes,

COUNCIL RESOLUTION NO. (ID # 3522)

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:

THIS IS TO CERTIFY THAT FUNDS ARE AVAILABLE FOR THIS EXPENDITURE.

*Recommended for award

Attachment: Evaluation Summary (3522 : 30P42 Tudor Lane Lots Development)

This conference is recommended, but not mandatory

Public Opening of Proposals:

Part I: Tudor Lane

The City of Irving is pleased to offer vacant lots to be redeveloped by a qualified

The lots may be visited at any time by interested applicants.

The City of Irving seeks proposals to develop at least 14 units of homeownership

Part III: Proposal Submission Procedures

Award of the Proposal

Information Provided by the City

Costs and Expenses of Applicant

Part lV: TERMS OF OFFERING

STANDARDS AND CONTROLS

Site Conditions and Terms

1. The City of Irving is committed to creating single-family, owner-occupied housing and

2. The lots are governed by restrictions that include zoning ordinances.

2. Use of additional energy-efficient and environmentally sensitive materials (Green

3. Refer to the minimum specifications, as shown in Exhibit C

Submission of a proposal shall constitute acknowledgement and acceptance of all the

Compliance with RFP

No lobbying of City of Irving employees, officials, or City Council members will be

Proposal Delivery and Acceptance

Any explanation, clarification, or interpretation desired by an applicant regarding any part

Ambiguity, Conflict or Errors in RFP

Cancellation or Modification of RFP and Rejection of Any and All Proposals

Conducting Investigations/Requesting Supplementary Information

APPLICANT DOES HEREBY AGREE TO WAIVE ALL CLAIMS, RELEASE,

SUCH INDEMNITY SHALL APPLY WHETHER THE CLAIMS, LOSSES, DAMAGES,

IN ANY AND ALL CLAIMS AGAINST ANY PARTY INDEMNIFIED HEREUNDER BY

BY SUBMISSION OF A RESPONSE TO RFP, APPLICANT AGREES THAT IS SHALL

e. Provide a proposed project design, including construction.

BENEFITS TO THE CITY AND COMMUNITY

a. Provide a development budget indicating estimated costs of develop and building on

b. Provide resumes of the project team, including, if applicable, architect, engineers

c. Applicant must provide sufficient financial information to establish the approximate

e. Non-profit entities should provide a summary of funding sources.

PART VI: EVALUATION CRITERIA

Quality of Development Concept (35 Points)

1. Overall scope and quality of the proposed development

2. Meeting or exceeding the requirements of the RFP, particularly providing quality

3. Meeting accepted green building and energy star standards such as

5. Quality of the interior design and aesthetics.

6. Additional benefits to residents.

Benefits to the City and Community (20 Points)

2. Meeting of a citywide service need, such as affordable housing.

Project Feasibility (25 Points)

1. Include a line time budget for each phase of construction.

2. Project is economically sound and based on established financial principles and

3. Project may be accomplished in a timely manner.

4. Project does not have insurmountable regulatory hurdles or constraints.

Developer Capacity and Experience (20 Points)

Authorized Signature ________________Date _

Print Name________________________________ Title _ ___________

PROPOSING as a Corporation __ Non-Profit Corporation