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HomeMy WebLinkAboutOrdinance 9977t ~~~ 7 CITY OF DALLAS ORDINANCE NO CITY OF FORT WORTH ORDINANCE NO AN ORDINANCE ADOPTED CONCURRENTLY BY THE CITY COUNCILS OF THE CITIES OF DALLAS AND FORT WORTH AUTHORIZING THE EXECUTION AND DELIVERY OF THE NOVEMBER 1, 1987 MATURITY DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE BONDS ESCROW AGREEMENT WHEREAS, concurrently herewith the City Councils, respectively, of the Cities of Dallas and Fort Worth have adopted the Fifteenth Supplemental Regional Airport Concurrent Bond Ordinance authorizing the issuance of the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bo:~ds-; Series 1987 ( the "Series 1987 Bonds") , and WHEREAS, the Joint Revenue Bonds to be refunded are to be paid and retired on November 1, 1987, the maturity date for said Bonds, pursuant to the terms of the November 1, 1987 Maturity Dallas-Fort Worth Regional Airport Joint Revenue Bonds Escrow Agreement (the "Escrow Agreement") between the Cities of Dallas and Fort Worth and First RepublicBank Fort Worth, National Association, formerly The First National Bank of Fort Worth (the bank of payment for the Series 1982A Bonds) -NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE C I TY OF DALLAS , TEXAS NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS That the Escrow Agreement in substantially the form attached hereto and made a part hereof as Exhibit A, is hereby accepted, approved and authorized to be ,executed and delivered in such form, with such changes and modifications as the respective City Attorneys shall approve as necessary and appropriate as evidenced by their execution thereof, to the respective parties set forth in such Escrow Agreement The Escrow Agreement shall be executed on behalf of the City of Dallas by the City Manager, with its corporate seal impressed thereon, attested by the City Secretary, and approved as to form by the City Attorney The Escrow r ., ... Agreement shall be executed on behalf of the City of Fort Worth by the City Manager, with its corporate seal impressed thereon, attested by the City Secretary, and. approved as to form and legaltiy by the City Attorney APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL THIS OCTOBER 7, 1987 APPROVED AS TO FORM Analeslie Muncy, City Attorney, City of Dallas, Texas PASSED OCTOBER 6, 1987 Mayor, City of Fort Worth, Texas (SEAL) ATTEST City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY City Attorney, City of Fort Worth, Texas 2 c y-, E~HI~~'Il A' NOVEMBER 1, 1987 MATURITY DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE BOND ESCROW AGREEMENT THIS NOVEMBER 1, 1987 MATURITY DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE BOND ESCROW AGREEMENT, dated as of October 22, 1987 (herein, together with any amendments or supplements hereto, called the "Agreement'!) is entered into by and between the Cities of Dallas and Fort Worth, Texas (herein called the "Issuer"), duly organized and existing Hgme Rule Cities, and First RepublicBank Fort Worth, National Association, as escrow agent (herein, together with any successor in such capacity, called the "Escrow Agent"), a banking corporation organized under the laws of the United States of America W I T N E S S E T H: WHEREAS, the Issuer has heretofore issued and there presently remain outstanding $4,800,000 Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1976 maturing November 1, 1987, $9,445,000 Dallas-Fort Worth Regional Airport Joint Revenue and Construction Revenue Bonds, Series 1977 maturing November 1, 1987 and $1,145,000 Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1982A numbered 601-829, inclusive, maturing November 1, 1987 (the "Refunded Obligations") and attached as Exhibit A hereto is a schedule showing the amounts due on the Refunded Obligations on November 1, 1987, and WHEREAS, when the firm banking arrangements have been made for the payment of principal and interest to the maturity or redemption date of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose; and WHEREAS, Article 717k, Vernon's Annotated Texas Civil Statutes, authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with •one of the places of payment (paying agent) for the Refunded Obliga- tions, and such deposit, if made before such payment dates, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Article 717k further authorizes the Issuer to enter into an escrow agreement with any paying agent or trustee for the Refunded Obligations with respect to the safekeeping, investment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent or trustee may agree, provided that such deposits may be invested 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 may be in book entry form, and which shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment of the Refunded Obligations, and WHEREAS, First RepublicBank Fort Worth, National Association, is the paying agent for a Series of the Refunded Obligations and this Agreement constitutes an escrow agreement as authorized and permitted by said Article 717k, and WHEREAS, concurrently herewith the Issuer has adopted an ordinance (the "Ordinance") authorizing the issuance of and .sale of Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1987 (the "Refunding Bonds") for the purpose, among others, of providing amounts sufficient to provide for the payment of the principal of the Refunded Obligations at their maturity and interest thereon to such dates, and WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Bonds to the purchasers thereof, the proceeds of the Refunding Bonds together with certain other available funds of the Issuer, shall be applied to purchase certain direct obligations of the United States of America hereinafter defined as the Escrowed Securities for deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash balance in such Escrow Fund, and WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable at such times and in such amounts so as to provide moneys which, together with cash balances from time to time on deposit in the Escrow Fund, will be sufficient to pay interest on, and the principal of, the Refunded Obligations to their maturity; and WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities, particularly those in book entry form, the Issuer desires to establish the Escrow Fund at the principal corporate trust office of the Escrow Agent; and 2 WHEREAS, the Escrow Agent is also a party to this Agreement to acknowledge its acceptance of the terms and provisions hereof, NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure the full and timely payment of principal of and the interest on the Refunded Obligations, the Issuer, and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective representatives and successors, as follows ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1 O1 Definitions Unless th indicates meanings Agreement otherwise, the following terms assigned to them below when they e context clearly shall have the are used in this "Code" means the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder "Escrow Agent" means First RepublicBank Fort Worth, National Association, and its successors as Escrow Agent under this Agreement "Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement "Escrowed Securities" means the noncallable United States Treasury obligations described in Exhibit B attached to this Agreement "Issuer" means the City of Dallas, Texas and the City of Fort Worth, Texas "Paying Agents" means with respect to the Series 1976 Bonds, MBank Dallas, N A formerly Mercantile National Bank at Dallas, Texas American Bank/Fort Worth, N A formerly The Fort Worth National Bank, and Morgan Guaranty Trust Company of New York, with respect to the Series 1977 Bonds, First RepublicBank Dallas, National Association, formerly Republic National Bank of Dallas, Texas American Bank/Fort Worth, N A formerly The Fort Worth National Bank, and First Chicago The First National Bank of Chicago, formerly The First National Bank of Chicago, and with respect to the Series 1982A Bonds, MBank Dallas, N A formerly ]Mercantile National Bank at Dallas, First RepublicBank Fort Worth, National Association, formerly The First National Bank of Fort. Worth, and Morgan Guaranty Trust Company of New York 3 "Refunded Obligations" means the Issuer's obligations more fully described in the first recital beginning on page 1 of this Agreement "Refunding Bonds" means the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1987 Section 1 02 Interpretations The titles and head- ings of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof This Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Obligations in accordance with applicable law ARTICLE II DEPOSIT OF FUNDS AND ESCROWED SECURITIES Section 2 O1 Deposits in the Escrow Fund The Issuer has deposited, or caused to be deposited, in the Escrow Fund the funds and Escrowed Securities described in Exhibit "B" attached to this Agreement ARTICLE III CREATION AND OPERATION OF ESCROW FUND Section 3 O1 Escrow Fund The Escrow Agent has created on its. books a special trust fund and irrevocable escrow to be known as the Dallas-Fort Worth Regional Airport November 1, 1987 Maturity Joint Revenue Bonds Special Escrow Fund (the "Escrow Fund") The Escrow Agent hereby acknowledges that there has been deposited to the credit of the Escrow Fund the beginning cash balance and the Escrowed Securities as described in Section 2 O1 The Escrowed Securities and all proceeds therefrom shall be the property of the Escrow Fund, and shall be applied only in strict conformity with the terms and conditions of this Agreement All of the Escrowed Securities, all proceeds therefrom and all cash balances from time to time on deposit in the Escrow Fund are hereby irrevocably pledged to the payment of the principal of and interest on the Refunded Obligations, which payment shall be made by timely transfers of such amounts at such times as are provided for in Section 3 02 hereof When the final transfers have been made for the payment of such principal of and interest on the Refunded Obligations, any balance then remaining in the Escrow Fund shall be transferred to the Mandatory Redemption Account established 4 within the Interest and Sinking Fund by the Ordinance, and the Escrow Agent shall thereupon be discharged from any further duties hereunder Section 3 02 Payment of Principal, Premium and Interest The Escrow Agent is hereby irrevocably instructed to transfer from the cash balances from time to time on deposit in the Escrow Fund to the Paying Agents, the amounts required to pay the principal of the Refunded Obligations on November 1, 1987 and interest thereon to such date Section 3 03 Sufficiency of Escrow Fund The Issuer represents that the successive receipts of the principal of and interest on the Escrowed Securities will assure that the cash balance on deposit from time to time in the Escrow Fund will be at all times sufficient to provide moneys for transfer to the Paying Agents at the times and in the amounts required to pay the interest on the Refunded Obligations as such interest comes due and the .principal of the Refunded Obligations as the Refunded Obligations come due, all as more fully set forth in Exhibit A attached hereto If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by the Paying Agents to make the payments set forth in Section 3 02 hereof, the Issuer shall timely deposit in the Escrow Fund, from lawfully available funds, additional funds in the amounts required to make such payments Notice of -any such insufficiency shall be given promptly as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in tine Escrow Fund or the Issuer's failure to make additional deposits thereto Section 3 04 Trust Fund The Escrow Agent shall hold at all times the Escrow Fund, the Escrowed Securities and all other assets of the Escrow Fund, wholly segregated from all other funds and securities on deposit with the Escrow Agent, it shall never allow the Escrowed Securities or any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent, and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein The Escrowed Securities and other assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds for the benefit of the holders of the Refunded Obligations, and a special account therefore shall at all times be maintained on the books of the Escrow Agent The holders of the Refunded Obligations shall be entitled to the same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof and all other assets of the Escrow Fund to which they were entitled as holders of the Refunded Obligations The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the Issuer, and the Escrow Agent shall 5 have no right to title with respect thereto except as a constructive trustee and Escrow Agent under the terms of this Agreement The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts or checks drawn by the Issuer or, except to the extent expressly herein provided, by the Paying Agents ARTICLE IV LIMITATION ON INVESTMENTS Section 4 O1 Except for the initial investment of the proceeds of the Refunding Bonds in the Escrow Securities, the Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder, or to make substitutions of the Escrowed Securities, or to sell transfer or otherwise dispose of the Escrowed Securities Money deposited in the Escrow Fund shall be invested only in the Escrow Securities listed in Exhibit B hereto anal neither the Issuer nor the Escrow Agent shall otherwise invest or reinvest any money in the Escrow Fund ARTICLE V APPLICATION OF CASH BALANCES Section 5 O1 In General Except as provided in Sections 3 02 hereof, no withdrawals, transfers, or reinvestment shall be made of cash balances in the Escrow Fund ARTICLE VI RECORDS AND REPORTS Section 6 O1 Records- The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Escrowed Securities deposited to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the holders of the Refunded Obligations Section 6 02 Reports For the period beginning on the date hereof and ending on September 30, 1988, and for each twelve (12) month period thereafter while this Agreement remains in effect, the Escrow Agent shall prepare and send to the Issuer and to the Dallas-Fort Worth International Airport Board - Attention Director of Finance, within thirty (30) days following the end of such 6 period a written report summarizing all transactions relating to the Escrow Fund during such period, including without limitation credits to the Escrow Fund as a result of interest payments on or maturities of the Escrowed Securities and transfers from the Escrow Fund for payments on the Refunded Obligations or otherwise, together with a detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such period ARTICLESVII CONCERNING THE PAYING AGENTS AND ESCROW AGENT Section 7 O1 Representations The Escrow Agent hereby represents that it has all necessary power and authority to enter into this agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder Section 7 02 Limitation on Liability The liability of the Escrow Agent to transfer funds for the payment of the principal of and interest on the Refunded Obligations shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the Payi~zg Agents shall have any liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligors of the Escrowed Securities to make timely payment thereon, except for the obligation to notify the Issuer promptly of any such occurrence The recitals herein and in the proceedings authorizing the Refunding Obligations shall be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder 7 The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, and the Escrow Agent shall not be answerable except for its own action, neglect or default, nor for any loss unless the same shall have been through its negligence or want of good faith Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same in accor- dance with this Agreement If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own misconduct or its negligence In determining the occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contin- gency, and in this connection may make inquiries of, and consult with, among others, the Issuer at any time Section 7 03 Compensation The Issuer has caused to be paid to the Escrow Agent, as a fee for performing the services hereunder, for all expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement the sum of $1 00, the receipt and sufficiency of which are hereby acknowledged by the Escrow Agent In addition, the Issuer has caused to be paid to the Escrow Agent the sum of $32,792 88, and the Escrow Agent agrees that such amount is in full satisfaction for performing the paying agency services in connection with the Refunded Obligations of itself as Paying Agent and the other Paying Agents for the Refunded Obligations, said amount representing the total paying agent charges for the November 1, 1987 maturity of all bonds of each of the three series constituting Refunded Obligations, itemized as follows Series 1976, $5,027 25, Series 1977, $1`8,365 63, and Series 1982A, $9,400 The Escrow Agent agrees to pay for all paying agency services relating to the Refunded Obligations after the date of execution hereof and such Paying Agents shall look only to the Escrow Agent for "' payment for such services relating to the Refunded Obligations Such payments shall be made on or before 8 October 26, 1987 In the event that the Escrow Agent is requested to perform any extraordinary services hereunder as Escrow Agent, the Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extraordinary services, including counsel fees, and the Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of such expenses The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services, or the services of the Paying Agents for the Refunded Obligations, whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses Section 7 04 Successor Escrow Agents If at any time the Escrow Agent or its legal successor or successors should become unable, through operation of law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bank- ruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder In such event the Issuer, by appropriate resolution or ordinance, shall promptly appoint an Escrow Agent to fill such vacancy If no successor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor may be appointed by the holders of a majority in principal amount. of the Refunded Obligations then outstanding by an instrument or instruments in writing filed with the Issuer, signed by such holders or by their duly authorized attorneys-in-fact If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the holder of any Refunded Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent Any successor Escrow Agent shall be a corporation or banking association organized and doing business under the laws of the United States or the State of Texas, authorized under such laws to exercise corporate trust powers, having its principal office and place of business in the State of Texas, having a combined capital and surplus of at least $5,000,000 and subject to the supervision or examination by Federal or State authority Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such 9 successor Escrow Agent, subject to the terms of this Agree- ment, all the rights, powers and trusts of the Escrow Agent hereunder Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirm- ing to such successor Escrow Agent all such rights, powers and duties The Escrow Agent shall pay over to its succes- sor Escrow Agent a proportional part of the Escrow Agent's fee hereunder ARTICLE VIII MISCELLANEOUS Section 8 O1 Notice Any notice, authorization, request, or demand required or permitted to be given here- under shall be in writing and shall be deemed to ]nave been duly given when mailed by registered or certified mail, postage prepaid addressed as follows To the Escrow Agent Pat Aston Corporate Trust Department First RepublicBank Fort Worth, National Association 18th Floor 801 Cherry Street Fort Worth, Texas 76102 To the Issuer City of Dallas, Texas 1500 Marilla Dallas, Texas 75201 Attention City Manager City of Fort Worth, Texas 1000 Throckmorton Street Fort Worth, Texas 76102 Attention City Manager The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten (10) days prior notice thereof Section 8 02 Termination of Responsibilities Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have no further obliga- tions or responsibilities hereunder to the Issuer, the 10 holders of the Refunded Obligations or to any other person or persons in connection with this Agreement Section 8 03 Binding Agreement This Agreement shall be binding upon the Issuer and the Escrow Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the holders of the Refunded Obligations, the Issuer, the Escrow Agent and their respective successors and legal representatives Section 8 04 Severability In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein Section 8 05 Texas Law Governs This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas Section 8 06 Time of the Essence Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement EXECUTED as of the date first written above CITY OF DALLAS , TEXAS By City Manager (SEAL) ATTEST APPROVED AS TO FORM City Secretary City Attorney CITY OF FORT WORTH, TEXAS By City Manager (SEAL) 11 ATTEST City Secretary APPROVED AS TO FORM AND LEGALITY City Attorney FIRST REPUBLICBANK FORT WORTH, NATIONAL ASSOCIATION By Title (BANK SEAL) ATTEST Title 12 EXHIBIT A Amounts Due on Refunded Obligations on November 1, 1987 Series Principal Interest Total 1976 $4,800,000 $144,000 $4,944,000 1977 9,445,000 236,125 9,681,125 1982A 1,145,000 45,800 1,190,800 ..~._ EXHIBIT B Escrowed Securities United States Treasury Bills maturing October 29, 1987 purchased at a price less than their maturing par amount on October 29, 1987 ,~ 1r`,p T, i .. 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