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HomeMy WebLinkAbout1990/10/09-Minutes-City CouncilCiuncil met EigW members_ present; Council Member Hebber absent Invocation Pledge of Alegia Mayor Bolen re Zoo contract Approved Minutes of October 2, 199 Proclamation DAR Centennial Ye M&C C-12551 withdrawn Consent agenda approved Appt. Earl Burrell George Sumner Private Industry Council Introduced Resolution CITY COUNCIL MEETING OCTOBER 9, 1990 On the 9th day of October, A.D., 1990, the City Council of the City of Fort Worth, Texas, met in regular session, with the following members and officers present, to -wit: Mayor Bob Bolen; Mayor Pro tempore Garey W. Gilley; Council Members Louis J. Zapata, William N. Garrison, Kay Granger, Eugene McCray, Bill Meadows, and David Chappell; City Manager David Ivory; City Attorney Wade Adkins; City Secretary Ruth Howard; Council Member Virginia Nell Webber absent; with more than a quorum present, at which time the following business was transacted: The invocation was given by Father Joseph Janeszeski, St. Andrews Catholic Church. :e The Pledge of Allegiance was recited. Mayor Bolen announced that the proposed contract with the Fort Worth Zoo Association for Operational Services at the Fort Worth Zoo, Mayor and Council Communication No. C-12552, will be considered at 1:00 p.m. On motion of Council Member Garrison, seconded by Mayor Pro tempore Gilley, the minutes of the meeting of October 2, 1990, were approved. A proclamation for DAR Centennial Year was presented to Mrs. Joye K. Evetts, President, Fort Worth Area DAR Regents Club. Council Member Meadows requested that Mayor and Council Communication No. C-12551 be withdrawn from the consent agenda. On motion of Mayor Pro tempore Gilley, seconded by Council Member Zapata, the consent agenda was approved, as amended. Mayor Bolen nominated Messrs. Earl Burrell and George .Sumner for membership on the Private Industry Council and made a motion, seconded by Mayor Pro tempore Gilley, that Mr. Earl Burrell be appointed to Seat 18 on the Private Industry Council, representing the Fort Worth Chamber of Commerce, for a term of office expiring October 1, 1992, and that Dr. George Sumner be appointed to Seat 21 on the Private Industry Council representing the business sector, for a term of office expiring October 1, 1991. When the motion was put to a vote by the Mayor, it prevailed unanimously. Council Member Zapata introduced a resolution and made a motion that it be adopted. The motion was seconded by Mayor Pro tempore Gilley. The motion, carrying with it the adoption of said resolution, prevailed by the following vote: AYES: Mayor Bolen; Mayor Pro tempore Gilley; Council Members Zapata, Garrison, Granger, McCray, Meadows, and Chappell NOES: None ABSENT: Council Member Webber The resolution, as adopted, is as follows: Minutes of City Council Q-3 Page 135 TUESDAY, OCTOBER 9, 1990 Resolution No .II RESOLUTION NO. 1676 1675 APPOINTING COUNCIL MEMBER VIRGINIA NELL WEBBER TO SERVE AS THE CITY OF FORT WORTH REPRESENTATIVE ON THE TEXAS MUNICIPAL LEAGUE BOARD OF DIRECTORS WHEREAS, the Honorable Garey W. Gilley, Council Member and Mayor Pro tempore, was appointed on December 8, 1988, by Resolution No. 1373 as the City of Fort Worth Representative on the Texas Municipal League Board of Directors; and, WHEREAS, Mayor Pro tempore Gilley has announced that he will not seek reelection to the City Council of the City of Fort Worth in 1991; and, WHEREAS, it is important that the City of Fort Worth maintain continuity during the next year at the Texas Municipal League: NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS, That the Honorable Virginia Nell Webber, Council Member, is appointed to serve as the City of Fort Worth representative to the Texas Municipal League Board of Directors effective October 26, 1990. Introduced Council Member Zapata introduced an ordinance and made a motion that it be adopted. Ordinance The motion was seconded by Council Member McCray. The motion, carrying with it the adoption of said ordinance, prevailed by the following vote: AYES: Mayor Bolen; Mayor Pro tempore Gilley; Council Members Zapata, Garrison, Granger, McCray, Meadows, and Chappell NOES: None ABSENT: Council Member Webber The ordinance, as adopted, is as follows: Sixteenth SIXTEENTH SUPPLEMENTAL Supplemental REGIONAL AIRPORT Regional Airport CONCURRENT BOND ORDINANCE Concurrent Bond Ordinance Authorizing the Issuance of DALLAS -FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BONDS Series 1992 Passed by The City Councils of THE CITY OF DALLAS, TEXAS and THE CITY OF FORT WORTH, TEXAS October 9 and 10, 1990 Dated as of September 1, 1990 CITY OF DALLAS ORDINANCE NO. Ordinance No. CITY OF FORT WORTH ORDINANCE NO. 10685 10685 An ordinance passed concurrently by the City Councils, respectively, of the Cities of Dallas and Fort Worth, authorizing the issuance of Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992, in the aggregate principal amount.of $34,170,000, bearing interest in accordance with the provisions herein specified, for the purpose of refunding $33,500,000 of Joint Revenue Bonds, Series 1982A maturing November 1, 1993 through 1997, both dates inclusive, and November 1, 2002; providing for the form of said bonds; appointing a Paying Agent/Registrar and providing for the transfer and exchange of such bonds; awarding the sale of such bonds to the purchasers thereof; authorizing the Dallas -Fort Worth International Airport Board to deliver said bonds as herein directed; providing that such bonds are on a parity with the outstanding Dallas -Fort Worth Regional Airport Joint Revenue Bonds heretofore or hereafter issued; adopting pertinent provisions of and supplementing the 1968 Regional Airport Concurrent Bond Ordinance and the Supplemental Regional Airport Concurrent Bond Ordinances which authorized the issuance of Outstanding Bonds; authorizing and approving Credit Agreements; providing for the deposit of the proceeds of the Series 1992 Bonds into certain funds and into special escrow funds authorized to be established hereby for the benefit of certain of the said bonds being refunded; and directing that due observance of the covenants herein contained be made by the Board; providing for severability; ordaining other matters incident and relating to the subject and purpose hereof; and declaring an emergency. Minutes of City Council Q-3 Page 136 TUESDAY, OCTOBER 9, 1990 Ordinance No. WHEREAS, pursuant to applicable laws and a certain contract and 10685 cont. agreement, dated April 15, 1968 (the Contract and Agreement"), the City Councils, respectively, of the Cities of Dallas and Fort Worth, by an ordinance passed concurrently on November 11, 1968, and November 12, 1968 authorized the issuance of and sold their Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1968 (the "Series 1968 Bonds"), and by ordinances concurrently passed subsequently authorized the issuance of and sold the Outstanding Bonds for the purpose of paying the costs of the Dallas -Fort Worth International Airport (formerly known as the "Dallas -Fort Worth Regional Airport") and for the purpose of refunding certain bonds issued pursuant to the Ordinance as supplemented; and WHEREAS, such subsequently issued bonds were issued as "Bonds" in accordance with the terms of the 1968 Ordinance and on a parity with the Series 1968 Bonds; and WHEREAS, said ordinances authorizing the Outstanding Bonds permit the issuance of Refunding Bonds, on a parity with the Outstanding Bonds, to refund any part or all of the Outstanding Bonds; and WHEREAS, in accordance with the Contract and Agreement said City Councils have been requested by the Dallas -Fort Worth International Airport Board to issue additional joint revenue bonds in two series pursuant to two separate concurrent bond ordinances to refund specific maturities of several series of previously issued Outstanding Bonds; and WHEREAS, it is deemed by said City Councils to be desirable, appropriate and necessary to issue such series of bonds for such purposes; and WHEREAS, the City Councils have each found and determined as to each that the matters to which this Series 1992 Ordinance relates are matters of imperative public need and necessity in the protection of the health, safety and morals of the citizens of each of the Cities and, as such, that this Series 1992 Ordinance is an emergency measure and shall be effective as to each City respectively upon its adoption by its City Council, and the meetings were open to the public as required by law; and that public notices of the time, place and purpose of said meetings were given as required by Article 6252-17, V.A.T.C.S., as amended. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS, TEXAS: NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: ARTICLE I TITLE, PREAMBLES AND RATIFICATION Section 1.1. Short Title. This Series 1992 Ordinance may be cited by the short title, "Sixteenth Supplemental Regional Airport Concurrent Bond Ordinance." Section 1.2. Adoption of Preambles. All of the declarations and findings contained in the preambles of this Series 1992 Ordinance are made a part hereof and shall be fully effective as a part of the ordained subject matter of this Series 1992 Ordinance. Section 1.3. Ratification. All action heretofore taken (not inconsistent with the provisions hereof) by the Cities, by the Board and by the employees and officers of each directed toward the Airport and the issuance of the herein authorized is hereby ratified, approved and confirmed. ARTICLE II DEFINITIONS AND CONSTRUCTION Section 2.1. Adoption of Definitions. The definitions set forth in Article II of the 1968 Ordinance are made a part hereof and shall be as fully effective as part of the subject matter of this 1992 Ordinance as if repeated in full herein. Section 2.2. Additional Definitions. In addition to the definitions set forth in the said 1968 Ordinance, the terms defined in this Section for all purposes of this 1992 Ordinance and of any ordinance amendatory hereof, supplemental or relating hereto, and of any instruments or documents appertaining hereto, except where the context by clear implication shall otherwise require, shall have the respective meanings herein specified as follows, to -wit: "ALTERNATE LETTER OF CREDIT" shall mean a letter of credit or other security or liquidity device issued in accordance with Section 6.5 hereof which shall have a term of not less than one year and shall have the same material terms as the Letter of Credit. Minutes of City Council Q-3 Page 137 TUESDAY, OCTOBER 9, 1990 Ordinance fro. "AUTHORIZED DENOMINATIONS" shall mean (i) with respect to Series 1992 10685 cont. Bonds in a Unit Pricing Mode, $100,000 and any integral multiple of $5,000 in excess thereof, and (ii) with respect to Series 1992 Bonds in a Fixed Rate Mode, $5,000 and any integral multiple thereof. "AUTHORIZED REPRESENTATIVE" shall mean the Executive Director, Deputy Executive Director, Senior Director Finance and Administration, Director of Finance of the Airport or such other officer or employee of the Board as the Board shall hereafter appoint by resolution. "BANK" shall mean the issuer of the Letter of Credit, its successors and assigns or any issuer of any Alternate Letter of Credit. "BANK INTEREST RATE" shall mean the interest rate, not to exceed the Maximum Rate, payable on Bank -Owned Bonds which rate shall be determined pursuant to a formula, index, contract or other arrangement to be set forth in the Reimbursement Agreement as approved prior to the execution thereof by the Cities. "BANK -OWNED BONDS" shall mean any Series 1992 Bonds registered in the name of the Bank pursuant to Section 6.8(b) hereof. "BOND COUNSEL" shall mean any firm of nationally recognized municipal bond attorneys selected by the Board and experienced in the issuance of municipal bonds and matters relating to the exclusion of the interest thereon from gross income for Federal income tax purposes. "BUSINESS DAY" shall mean a day on which the Paying Agent/Registrar, the Remarketing Agent, the Bank or bank or trust companies in New York, New York, are not authorized or required to remain closed and on which the New York Stock Exchange is not closed. "CODE" shall mean the Internal Revenue Code of 1986, as amended. "ELECTRONIC MEANS" shall mean telecopy, telegraph, telex, facsimile transmission or other similar electronic means of communication. "EXPIRATION DATE" shall mean the stated expiration date of the Letter of Credit, or such stated expiration date as it may be extended from time to time as provided in the Letter of Credit, or any earlier date on which the Letter of Credit shall terminate, expire or be cancelled. "FAVORABLE OPINION OF BOND COUNSEL" shall mean, with respect to any action the occurrence of which requires such an opinion relating to the Series 1992 Bonds, an unqualified Opinion of Counsel, which shall be a Bond Counsel, to the effect that such action is permitted under Texas law and the Ordinance and will not impair the exclusion of interest on the Series 1992 Bonds from gross income for purposes of federal income taxation (subject to the inclusion of any exceptions contained in the opinion delivered upon original issuance of the Series 1992 Bonds). "FIXED RATE" shall mean the per annum interest rate to be borne by the Series 1992 Bonds on and after a Mode Change Date, which rate shall be determined in accordance with Section 3.3(D). "FIXED RATE BONDS" shall mean the Series 1992 Bonds during the Fixed Rate Mode. "FIXED RATE MODE" shall mean that period of time during which the Series 1992 Bonds bear interest at a Fixed Rate(s) to the Maturity Date or the Redemption Date. "GOVERNMENT OBLIGATIONS" shall mean any of the following securities, if and to the extent the same are non -callable, at the time legal for investment of the Issuer's funds, as determined by the Issuer: direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, including obligations issued or held in book -entry form on the books of the Department of the Treasury of the United States of America and including a receipt, certificate or any other evidence of an ownership interest in an aforementioned obligation, or in specified portions thereof (which may consist of specified portions of interest thereon). "INDICATIVE RATE" shall mean in connection with a change of Mode to the Fixed Rate Mode, the interest rate determined by the Authorized Representative in consultation with the Remarketing Agent on the Indicative Rate Determination Date as the lowest rate, which if borne by the Series 1992 Bonds during the following Interest Period, would, under existing market conditions, result in the sale of the Series 1992 Bonds on the Rate Determination Date at a price equal to the Purchase Price. "INDICATIVE RATE DETERMINATION DATE" shall mean, the date on which the Indicative Rate is to be determined by the Authorized Representative in consultation with the Remarketing Agent, which date shall be the a Minutes of City Council Q-3 Page 138 1 ? J_ TUESDAY, OCTOBER 9, 1990 Ordinance No. thirty-fourth (34th) day next preceding the Mode Change Date with 10685 cont. respect to a change to the Fixed Rate Mode. "1992 INTEREST ACCOUNT" shall mean the account by that name created in Section 6.4 hereof. "INTEREST PAYMENT DATE" shall mean (i) with respect to a Unit Pricing Bond (a) in the case of an Interest Period of 180 days or less, the Purchase Date, and (b) in the case of an Interest Period of 181 days or more, each May 1 and November 1 and the Purchase Date; (ii) with respect to Fixed Rate Bonds each May 1 and November 1; (iii) with respect to Bank -Owned Bonds, the dates required under the Reimbursement Agreement; (iv) any Mandatory Purchase Date; and (v) the Maturity Date. "INTEREST PERIOD" shall mean the period of time that any interest rate remains in effect, which period: (i) with respect to a Unit Pricing Mode, shall be established by the Authorized Representative in consultation with the Remarketing Agent pursuant to Section 3.3; provided, however, that the day after the last day of any such Interest Period shall be a Business Day and each such Interest Period shall be at least one day; and (ii) with respect to the Fixed Rate Mode, shall be from and including the Mode Change Date to but not including the Maturity Date; provided, that no Interest Period shall extend beyond the day preceding any Mandatory Purchase Date or the Maturity Date. "INTEREST RESERVE FUND" means the fund by that name created in Section 6.5 H hereof. "INTEREST RESERVE FUND REQUIREMENT" means for Series 1992 Bonds in the Unit Pricing Mode, an amount equal to the interest that would have accrued at the Maximum Rate as determined under (i) of such definition during a period of 37 days. "LETTER OF CREDIT" shall mean the irrevocable, direct pay letter of credit issued by the Bank prior to the original delivery of the Bonds on March 25, 1992, except that upon the issuance of an Alternate Letter of Credit in accordance with Section 6.5 hereof such term shall mean such Alternate Letter of Credit. "1992 LETTER OF CREDIT ACCOUNT" shall mean the account by that name referred to in Section 6.5 hereof. "1992 LETTER OF CREDIT PURCHASE ACCOUNT" shall mean the account by that name created in Section 6.6 hereof. "LETTER OF CREDIT INTEREST AMOUNT" shall mean the amount of the interest portion of the Letter of Credit, which during the Unit Pricing Mode shall be an amount no less than 31 days' interest on the Series 1992 Bonds calculated at the Maximum Rate on the basis of a 365/366 day year for the actual number of days elapsed. "MANDATORY PURCHASE DATE" shall mean (i) any Purchase Date for Bonds in the Unit Pricing Mode, (ii) any Mode Change Date, (iii) any Substitution Tender Date, (iv) the fifth Business Day prior to termination of a Letter of Credit by its terms where no substitution of an Alternate Letter of Credit is to occur and (v) the date of any mandatory redemption due to default under the Reimbursement Agreement. "MASTER PLAN" shall mean and refer to the Airport's Master Plan of Development adopted on September 30, 1969, as amended from time -to -time. "MATURITY DATE" shall mean November 1, 2002. "MAXIMUM RATE" shall mean (i) while the Series 1992 Bonds are in a Unit Pricing Mode as of each Rate Determination Date that rate of interest which if it were applied to the remainder of the Fiscal Year as to all Series 1992 Bonds after the end of their current Interest Period(s) would produce an amount which when added to the actual amount of interest paid or to be paid with respect to all prior or current Interest Period(s) during such Fiscal Year and the amount of any mandatory redemption of principal during such Fiscal Year pursuant to Section 3.5(A) hereof would be equal to $2,760,270.24 which is the annual amount heretofore and hereafter to be utilized in calculating the average total annual deposits required to be deposited in the Interest and Sinking Fund in accordance with Section 7.2 of the 1970 Ordinance with respect to the Series 1992 Bonds while such Bonds are in the Unit Pricing Mode and (ii) while the Series 1992 Bonds are in the Fixed Rate Mode such rate of interest which when applied to all Series 1992 Bonds to be outstanding through the Maturity Date after taking into account all Sinking Fund Payments required by Section 6.3 of this 1992 Ordinance will result in a calculation of average total annual deposits to the Interest and Sinking Fund not in excess of $2,760,270.24; provided, however, that in no event shall such rate of interest ever exceed the maximum rate allowed by State law. The amount of $2,760,270.24 may be Minutes of City Council Q-3 Page 139 j TUESDAY, OCTOBER 9, 1990 Ordinance No. raised by the dedication of excess deposits in the Reserve Fund to such 10685 cont. Series 1992 Bonds or by making additional deposits to the Reserve Fund. "MODE" shall mean the Unit Pricing Mode or the Fixed Rate Mode. "MODE CHANGE DATE" shall mean with respect to any Bond, the date the Unit Pricing Mode terminates and the Fixed Rate Mode begins. "MODE CHANGE NOTICE" shall mean the notice sent by the Paying Agent/Registrar to the Owners pursuant to Section 3.2D notifying the Owners that a change in Mode is to occur. "MOODY'S" shall mean Moody's Investors Service, a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, the term "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency selected by the Issuer and approved by the Bank (which shall not be under any liability by reason of such approval). "ORDINANCE" shall mean the 1968 Ordinance, as amended by Sections 7.2 and 7.3 of the 1970 Ordinance, Sections 7.2 and 7.4 of the 1976 Ordinance and Sections 6.4 and 7.2 of the 1977 Ordinance and as supplemented by the 1970 Ordinance, 1972 Ordinance, 1978 Ordinance, 1982 Ordinance, 1982A Ordinance, 1984 Ordinance, 1984A Ordinance, 1985 Ordinance, 1987 Ordinance, 1992 Ordinance, and 1994 Ordinance. "1968 ORDINANCE" shall mean and refer to the 1968 Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities, respectively, on November 11, 1968 and November 12, 1968. "1970 ORDINANCE" shall mean and refer to the First Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on April 14, 1970. "1972 ORDINANCE" shall mean and refer to the Fifth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on March 6, 1972. "1976 ORDINANCE" shall mean and refer to the Seventh Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 20, 1976, as amended November 8, 1976. "1977 ORDINANCE" shall mean and refer to the Eighth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on August 30 and August 31, 1977. "1978 ORDINANCE" shall mean and refer to the Ninth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on April 4 and April 5, 1978. "1982 ORDINANCE" shall mean and refer to the Tenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on March 3, 1982. "1982A ORDINANCE" shall mean and refer to the Eleventh Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on November 16 and November 17, 1982. "1984 ORDINANCE" shall mean and refer to the Twelfth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on September 11 and September 12, 1984. "1984A ORDINANCE" shall mean and refer to the Thirteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 9 and October 10, 1984. "1985 ORDINANCE" shall mean and refer to the Fourteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on December 3 and December 4, 1985. "1987 ORDINANCE" shall mean and refer to the Fifteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 6 and 7, 1987. "1992 ORDINANCE" shall mean and refer to the Sixteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 9 and 10, 1990. "1994 ORDINANCE" shall mean and refer to the Eighteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 9 and 10, 1990. Minutes of City Council Q-3 Page 140 TUESDAY, OCTOBER 9, 1990 Ordinance No. II "OPINION OF COUNSEL" shall mean a written legal opinion from a firm of 10685 cont. attorneys experienced in the matters to be covered in the opinion. "OUTSTANDING BONDS" shall mean the outstanding Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1972, authorized by the 1972 Ordinance, the Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1976, authorized by the 1976 Ordinance, the Dallas -Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Series 1977, authorized by the 1977 Ordinance, the Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1978, authorized by the 1978 Ordinance, the Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1982A, authorized by the 1982A Ordinance, the Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1984, authorized by the 1984 Ordinance, the Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1984A, authorized by the 1984A Ordinance, the Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1985, authorized by the 1985 Ordinance and the Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1987, authorized by the 1987 Ordinance. "OWNER" shall mean the registered owner of a Bond. "PAYING AGENT/REGISTRAR" shall mean Citibank, N.A., New York, New York with respect to the Series 1992 Bonds or any successor appointed pursuant to the provisions of Section 3.4 hereof. "1992 PRINCIPAL ACCOUNT" shall mean the account by that name created in Section 6.4 hereof. "PRINCIPAL PAYMENT DATE" shall mean any date upon which the principal amount of Series 1992 Bonds is due hereunder, including the Maturity Date or any Redemption Date. "PURCHASE DATE" shall mean, during the Unit Pricing Mode, the date determined by the Authorized Representative in consultation with the Remarketing Agent on the most recent Rate Determination Date as the date on which the Series 1992 Bonds shall be subject to purchase. "1992 PURCHASE FUND" shall mean the fund by that name referred to in Section 6.6 hereof. "PURCHASE PRICE" shall mean (i) an amount equal to the principal amount of any Series 1992 Bonds purchased on any Purchase Date, or (ii) an amount equal to the principal amount of any Series 1992 Bonds purchased on a Mandatory Purchase Date, plus, in the case of any Series 1992 Bonds purchased on a Substitution Tender Date on the fifth Business Day prior to termination of a Letter of Credit by its terms where no substitution of the Letter of Credit is to occur, accrued interest, if any, to the Mandatory Purchase Date. "RATE DETERMINATION DATE" shall mean the date on which the interest rate(s) on the Series 1992 Bonds shall be determined, which, (i) in the case of the Unit Pricing Mode, shall be the first day of an Interest Period and (ii) in the case of the Fixed Rate Mode, shall be a date determined by the Authorized Representative in consultation with the Remarketing Agent which shall be at least one Business Day prior to the Mode Change Date. "RATING CONFIRMATION NOTICE" shall mean a notice from Moody's or S&P, as appropriate, confirming that the rating on the Series 1992 Bonds will not be lowered as a result of the action proposed to be taken. "REDEMPTION DATE" shall mean the date fixed for redemption of Series 1992 Bonds subject to redemption in any notice of redemption given in accordance with the terms of the 1992 Ordinance. "REDEMPTION PRICE" shall mean an amount equal to the principal of and premium, if any, and accrued interest, if any, on the Series 1992 Bonds to be paid on the Redemption Date. "REFUNDED BONDS" shall mean the Bonds to be refunded with the proceeds of the Series 1992 Bonds as described and defined in Section 3.1 hereof. "REFUNDING BONDS" shall mean any refunding bonds issued pursuant to Section 8.6 of the 1968 Ordinance for the purpose of refunding any Bonds outstanding. "REIMBURSEMENT AGREEMENT" shall mean the reimbursement agreement or corresponding agreement by and between the Bank, the Cities and the Board which shall be entered into on or prior to March 25, 1992, or, if an Alternate Letter of Credit has been issued, the reimbursement agreement, or corresponding agreement, if any, in connection with such Alternate Letter of Credit. Minutes of City Council Q-3 Page 141 TUESDAY, OCTOBER 9, 1990 Ordinance No. "REMARKETING AGENT" shall mean Merrill Lynch, Pierce, Fenner & Smith 10685 cont. Incorporated, or any other investment banking firm which may at any time be substituted in its place as provided in Section 3.7 hereof. "REMARKETING AGREEMENT" shall mean that certain Remarketing Agreement relating to the Series 1992 Bonds, dated as of September 1, 1990, by and between the Cities, the Board and the Remarketing Agent or any similar agreement between the Cities, the Board and the Remarketing Agent, as it may be amended or supplemented from time to time in accordance with its terms. "1992 REMARKETING PROCEEDS ACCOUNT" shall mean the account by that name created in Section 6.6 hereof. "RENEWAL DATE" shall mean the forty-fifth (45th) day prior to the Expiration Date. "SEASONED FUNDS" shall mean (i) moneys derived from drawings under the Letter of Credit, (ii) moneys received by the Paying Agent/Registrar and held in accounts created under this 1992 Ordinance for a period of at least one hundred twenty-four (124) days and not commingled with any moneys so held for less than said period and during and prior to which period no petition in bankruptcy was filed by or against the Cities or the Board under the United States Bankruptcy�Code, (iii) moneys with respect to which the Paying Agent/Registrar shall have received an opinion of counsel experienced in matters pertaining to the United States Bankruptcy Code, that the contemplated use of such moneys would not constitute a transfer of property voidable under Sections 544 or 547 of the United States Bankruptcy Code, should the Cities or the Board become a debtor under such Code or (iv) investment income derived from the investment of moneys described in clause (i), (ii) or (iii). "SERIES 1972 BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1972, authorized by the 1972 Ordinance. "SERIES 1976 BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1976, authorized by the 1976 Ordinance. "SERIES 1977 BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Series 1977, authorized by the 1977 Ordinance. "SERIES 1978 BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1978, authorized by the 1978 Ordinance. "SERIES 1982 BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1982, authorized by the 1982 Ordinance. "SERIES 1982A BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1982A, authorized by the 1982A Ordinance. "SERIES 1984 BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1984, authorized by the 1984 Ordinance. "SERIES 1984A BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1984A, authorized by the 1984A Ordinance. "SERIES 1985 BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1985, authorized by the 1985 Ordinance. "SERIES 1987 BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1987, authorized by the 1987 Ordinance. "SERIES 1992 BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992 herein authorized to be issued and sold. "SERIES 1994 BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994, authorized by the 1994 Ordinance. "S&P" shall mean Standard & PoorIsCorporation, a corporation duly organized and existing under and by virtue of the laws of the State of New York, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "S&P" shall be deemed to refer to any other nationally recognized securities rating agency selected by the Issuer and approved by the Bank (which shall not be under any liability by reason of such approval). "SUBSTITUTION DATE" shall mean the date as of which an Alternate Letter of Credit is to be substituted for the Letter of Credit. Minutes of City Council Q-3 Page 142 TUESDAY, OCTOBER 9, 1990 Ordinance No. 1068 "SUBSTITUTION TENDER DATE" shall mean the date five Business Days prior cont. to the Substitution Date. "UNIT PRICING BOND" shall mean any Series 1992 Bond while in a Unit Pricing Mode. "UNIT PRICING MODE" shall mean the Mode in which the duration of the Interest Periods is determined under Section 3.3(B). ARTICLE III THE BONDS Section 3.1. Authorization. So as to protect the public safety and in order to promote and advance the general welfare of the citizens of Dallas and Fort Worth and the North Central Texas region, it is hereby declared necessary that the Cities issue, and the Cities hereby authorize and direct the issuance of the Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992, in the aggregate principal amount of $34,170,000, pursuant to the provisions of Article 46d, Article 1269]-5.1, Article 717k and Article 717q V.A.T.C.S., as amended, for the purpose of refunding on May 1, 1992 $33,500,000 of the Series 1982A Bonds maturing on November 1, 1993 through 1997, both dates inclusive, and on November 1, 2002 being Series 1982A Bonds numbered 2,561 to 9,260, inclusive (the "Refunded Bonds"), now outstanding. It is hereby officially found and determined that the proceeds of the sale of the Series 1992 Bonds to be received March 25, 1992, together with the money hereafter authorized and directed to be transferred on March 25, 1992 from the Interest and Sinking Fund to the Dallas -Fort Worth Regional Airport Series 1992 Special Escrow Fund pursuant to Article V hereof, will be sufficient to provide funds to pay the principal of the Refunded Bonds, the applicable two percent (2%) premium and the interest thereon to May 1, 1992. The Series 1992 Bonds are issued as Refunding Bonds pursuant to and as permitted by the 1968 Ordinance, and shall be on a parity with the Outstanding Bonds remaining outstanding. Section 3.2. Date, Denominations, Mode and Maturities. A. The Series 1992 Bonds shall be in Authorized Denominations. The initial Series 1992 Bonds shall be dated September 1, 1990 and all subsequent Series 1992 Bonds shall be dated as provided in Section 3.4D. B. The Series 1992 Bonds shall mature on November 1, 2002. C. The Series 1992 Bonds shall initially be in the Unit Pricing Mode and may be changed one time as to all Series 1992 Bonds then outstanding to the Fixed Rate Mode on a Mode Change Date as indicated in a Mode Change Notice, as provided in Section 3.2D. A Fixed Rate Mode shall be in effect until the Maturity Date and may not be changed to the Unit Pricing Mode. In the event the Paying Agent/Registrar shall not have received by March 20, 1992 the Letter of Credit and confirmation of a rating by Moody's and S&P of "A" or better based on such direct pay Letter of Credit then the Series 1992 Bonds may be delivered in a Fixed Rate Mode at a Fixed Rate not exceeding the Maximum Rate as determined by the Authorized Representative in consultation with the Remarketing Agent. D. No later than the forty-fifth (45th) day preceding the Mode Change Date, the Cities shall give written notice to the Board, Remarketing Agent, Paying Agent/Registrar and Bank of its intention to effect a change in the Mode from the Unit Pricing Mode then prevailing to the Fixed Rate Mode as specified in such written notice, together with the proposed Mode Change Date, together with copies of a letter of Bond Counsel to the effect that it expects to be able to provide a Favorable Opinion of Bond Counsel on the Mode Change Date. The Mode Change Date shall be a Business Day and shall be the last Purchase Date for all Interest Periods set for interest rates established by the Authorized Representative. On or before the thirtieth (30th) day preceding the Mode Change, the Paying Agent/Registrar shall send notice of the proposed change in Mode by mail to the Owners stating: (1) the Series 1992 Bonds are to be changed to the Fixed Rate Mode; (2) the proposed Mode Change Date; (3) the date on which the interest rate for the Fixed Rate Mode will be determined; (4) the Indicative Rate, together with a statement to the effect that the actual interest rate determined may be greater or less than the Indicative Rate; (5) the procedure, which may include providing a telephone number which an Owner may call, for informing such Owner of the actual Fixed Rate; Minutes of City Council Q-3 Page 143 ep M TUESDAY, OCTOBER 9, 1990 Ordinance No.II (6) the Interest Payment Dates for payment of the Fixed Rate; 10685 cont. (7) the redemption provisions applicable to the Series 1992 Bonds in the Fixed Rate Mode; (8) that, subject to such Owner's right to elect to retain such Owner's Series 1992 Bonds, such Owner is required to tender such Owner's Series 1992 Bonds for purchase on the Mode Change Date (specifying the date and the procedures to be followed by the Owner to exercise such election, including the applicable election deadline); (9) that from and after the Mode Change Date, the Letter of Credit will no longer be in effect and the anticipated ratings on the Bonds; (10) such of the other conditions to the effectiveness of the change in Mode as the Paying Agent/Registrar deems appropriate; and (11) that if all conditions precedent to the effectiveness of the Fixed Rate Mode are not met, all Series 1992 Bonds shall remain in a Unit Pricing Mode with Interest Period(s) determined by the Authorized Representative on the Mode Change Date. No change in Mode will become effective unless all conditions precedent thereto have been met and there shall have been delivered to the Paying Agent/Registrar and the Remarketing Agent on the Mode Change Date a Favorable Opinion of Bond Counsel dated the Mode Change Date. No Interest Period set after delivery by the Cities to the Remarketing Agent of the notice of the intention to effect a change in Mode shall extend beyond the proposed Mode Change Date. Section 3.3. Interest Rate Determination. A. No Series 1992 Bonds shall bear interest at an interest rate higher than the Maximum Rate. During the Unit Pricing Mode the interest rates contained in the records of the Paying Agent/Registrar shall be conclusive and binding upon the Cities, the Board, the Remarketing Agent, the Paying Agent/Registrar, the Bank and the Owners. B. Interest Periods in a Unit Pricing Mode shall be of such duration ending on a day next preceding a Business Day or the Maturity Date, as the Authorized Representative in consultation with the Remarketing Agent shall determine in accordance with the provisions of this subsection. In making the determinations with respect to Interest Periods, subject to limitations imposed by this 1992 Ordinance, on each Rate Determination Date for any Series 1992 Bond, the Authorized Representative in consultation with the Remarketing Agent shall select for each such Series 1992 Bond then subject to such adjustment the Interest Period which would result in the Remarketing Agent being able to remarket such Series 1992 Bond at par in the secondary market at the lowest interest rate then available and for the longest Interest Period available at such rate, provided that if on any Rate Determination Date, the Authorized Representative in consultation with the Remarketing Agent determines that current or anticipated future market conditions or anticipated future events are such that a different Interest Period would result in a lower average interest cost on such Series 1992 Bond, then the Authorized Representative in consultation with the Remarketing Agent shall select the Interest Period which in its judgment would permit such Series 1992 Bond to achieve such lower average interest cost; provided, however, that if the Remarketing Agent has received notice from the Cities that the Series 1992 Bonds are to be changed from the Unit Pricing Mode to the Fixed Rate Mode or one or more Series 1992 Bonds are to be purchased in accordance with a mandatory tender, the Authorized Representative shall, with respect to such Series 1992 Bond or Bonds, select Interest Periods which do not extend beyond the Mode Change Date or the Mandatory Purchase Date. On or after 4:00 p.m. on the Business Day next preceding each Rate Determination Date for Series 1992 Bonds in the Unit Pricing Mode, any Owner of such Series 1992 Bonds may telephone the Remarketing Agent and receive notice of the anticipated next Interest Period(s) and the anticipated interest rate(s) for such Interest Period(s). The Owner of a Series 1992 Bond in a Unit Pricing Mode may continue as the Owner of such Series 1992 Bond during the next Interest Period if the Owner, in accordance with Section 6.9 of this 1992 Ordinance, gives telephonic notice to the Remarketing Agent by 4:00 p.m. on the Business Day next preceding the Rate Determination Date (which notice shall be irrevocable). To receive payment of the Purchase Price, the Owner of any Series 1992 Bond in the Unit Pricing Mode must present such Series 1992 Bond to the Paying Agent/Registrar, by 12:00 noon on the Rate Determination Date, in which case, the Paying Agent/Registrar shall pay the Purchase Price to such Owner by the close of business on the same day. By 12:30 p.m. on each Rate Determination Date, the Authorized Representative in consultation with the Remarketing Agent shall, with respect to each Series 1992 Bond in the Unit Pricing Mode which is subject to Minutes of City Council Q-3 Page 144 TUESDAY, OCTOBER 9, 1990 Ordinance No. adjustment on such date, determine the interest rate(s) for the Interest 10685 cont. Periods then selected for such Series 1992 Bond and the Remarketing Agent shall give notice by Electronic Means to the Paying Agent/Registrar of the new Owners including names, addresses, taxpayer identification numbers and authorized denominations, the Interest Period(s), the Purchase Date(s) and the interest rate(s). The Paying Agent/Registrar shall authenticate new Series 1992 Bonds for the respective purchaser thereof (other than those electing to retain) which shall be available for pick-up by the Remarketing Agent not later than 1:30 p.m. Presentation of Series 1992 Bonds in the Unit Pricing Mode shall be required, whether or not the Owner has elected to retain the Series 1992 Bond for the next Interest Period, in order to permit the Paying Agent/Registrar to note on the Series 1992 Bond the next Interest Period, the applicable Interest rate and the applicable Purchase Date; provided, however, if the Owner has not elected to retain such Series 1992 Bonds on such Rate Determination Date as described above, such Series 1992 Bonds subject to purchase shall be deemed tendered and cancelled and interest shall cease to accrue on such Series 1992 Bonds regardless of whether any such Series 1992 Bond is presented to the Paying Agent/Registrar. By acceptance of any Series 1992 Bond, the Owner thereof shall be deemed to have agreed, during each Interest Period to the interest rate, Interest Period and Purchase Date then applicable thereto and to have further agreed (unless the Owner duly waives such sale as provided in the preceding paragraph) to tender such Series 1992 Bond to the Paying Agent/Registrar for purchase on the Purchase Date at the Purchase Price. Such Owner further acknowledges that if funds for such purchase are on deposit with the Paying Agent/Registrar on such Purchase Date, such Owner shall have no rights under the Ordinance other than to receive the payment of such Purchase Price and that interest shall cease to accrue to such Owner on such Purchase Date. C. Each Bank -Owned Bond resulting from a draw on the Letter of Credit on a Purchase Date or Mandatory Purchase Date as a result of insufficient proceeds in the Remarketing Proceeds Account shall bear interest on the outstanding principal amount thereof at the Bank Interest Rate for each day from and including the date such Series 1992 Bond becomes a Bank -Owned Bond to, but not including, the date such Series 1992 Bonds is paid in full or is remarketed. Interest on Bank -Owned Bonds shall be payable as provided in the Reimbursement Agreement. Bank -Owned Bonds shall not bear interest at the Bank Interest Rate after such Series 1992 Bonds have been remarketed unless such Series 1992 Bonds shall again become Bank -Owned Bonds. Interest on Bank -Owned Bonds shall be calculated based upon a 365/366 day year for the actual number of days elapsed. D. The Remarketing Agent shall determine the Fixed Rate in the manner and at the time described below. (i) Not later than 4:00 p.m. on the Indicative Rate Determination Date, the Authorized Representative in consultation with the Remarketing Agent shall determine an Indicative Rate. On the Indicative Rate Determination Date, the Paying Agent/Registrar shall contact the Remarketing Agent to obtain the Indicative Rate and the Paying Agent/Registrar shall then immediately notify the Board by Electronic Means of the rate so determined. (ii) On the Rate Determination Date, the Authorized Representative in consultation with the Remarketing Agent shall determine the actual Fixed Rate for the Series 1992 Bonds. The Fixed Rate shall be the minimum rate which, in the sole judgment of the Authorized Representative, will result in a sale of the Series 1992 Bonds at a price equal to the principal amount thereof, plus accrued interest, if any, on the Rate Determination Date. Not later than 4:00 p.m. on the Rate Determination Date, the Paying Agent/Registrar shall contact the Remarketing Agent to obtain such rate by telephone. Not later than 4:00 p.m. on the next succeeding Business Day, the Paying Agent/Registrar shall give notice of such rate by Electronic Means to the Bank. The Letter of Credit will not continue to back the Series 1992 Bonds after the change to the Fixed Rate Mode. E. Said interest shall be payable to the registered owner of any such Series 1992 Bond in the manner provided, on the dates and calculated in the manner stated in the Forms of Bond set forth in Section 3.6 hereof. Section 3.4. Paying Agent/Registrar. A. The Cities shall keep or cause to be kept initially at the principal trust office of Citibank, N.A., New York, New York, or such other bank, trust company, financial institution or other agency named in accordance with the provisions of G. of this Section 3.4 hereof (the "Paying Agent/Registrar") books or records of the registration and transfer of the Series 1992 Bonds (the "Registration Books") and the Cities hereby appoint the Paying Agent/Registrar as their registrar and transfer agent to keep such Minutes of City Council Q-3 Page 145 TUESDAY, OCTOBER 9, 1990 Ordinance No. books or records and make such transfers and registrations under such 10585 cont. reasonable regulations as the Cities and the Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the duty of the Paying Agent/Registrar to obtain from the registered owner and record in the Registration Books the address of such registered owner of each bond, and such other information as may be required by law, to which payments with respect to the Series 1992 Bonds shall be made, as herein provided. The Cities, the Board or their designees shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. In the event the Registration Books are not kept within the State of Texas, the Paying Agent/Registrar shall provide the Board with a copy of such Registration Books and shall keep such copy current when changes are made. Registration of each Series 1992 Bond may be transferred in the Registration Books only upon presentation and surrender of such bond to the Paying Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of the bond, or any portion thereof in Authorized Denominations, to the assignee or assignees thereof, and the right of such assignee or assignees to have the bond or any such portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of any Series 1992 Bond or any portion thereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herein provided. B. The entity in whose name any Series 1992 Bond shall be registered in the Registration Books at any time shall be treated as the absolute owner thereof for all purposes of this 1992 Ordinance, whether or not such bond shall be overdue, and the Cities, the Board and the Paying Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on account of, the principal of, premium, if any, and interest on any such bond shall be made only to such registered owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums so paid. C. The Cities hereby further appoint the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Series 1992 Bonds, and to act as their agent to exchange or replace Series 1992 Bonds, all as provided in this 1992 Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Cities and the Paying Agent/Registrar with respect to the Series 1992 Bonds, and of all exchanges of such bonds, and all replacements of such bonds, as provided in this 1992 Ordinance. The Paying Agent/Registrar shall agree that, to the extent possible it will transfer or exchange bonds in no more than 3 business days after receipt of the Series 1992 Bonds to be transferred or exchanged, together with the written instrument of transfer or request for exchange duly executed by the holder or his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. D. Each Series 1992 Bond may be exchanged for fully registered bonds in the manner set forth herein and as contemplated by Section 3.3 an 3.4 hereof. Each bond issued and delivered pursuant to this 1992 Ordinance, to the extent of the unpaid or unredeemed principal balance or principal amount thereof, may, upon surrender of such bond at the principal corporate trust office of the Paying Agent/Registrar, together with a written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons, in the form prescribed for the then appropriate Mode in the Forms of Bond set forth in this 1992 Ordinance, in the Authorized Denominations (subject to the requirement hereinafter stated that each substitute bond shall have a single stated maturity date), as requested in writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unpaid or unredeemed principal balance or principal amount of any Series 1992 Bond or Bonds so surrendered, and payable to the appropriate registered owner, assignee or assignees, as the case may be. If a portion of any Series 1992 Bond shall be redeemed prior to its scheduled maturity as provided herein, a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in the Authorized Denominations at the request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation. If any Series 1992 Bond or portion thereof is assigned and transferred, each bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the bond for which it is being exchanged. Each substitute bond shall bear a letter and/or number to distinguish it from each other bond. The Paying Agent/Registrar shall exchange or replace Series 1992 Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or replacement of any Series 1992 Bond or portion thereof as permitted or required by any provision of this 1992 Ordinance shall Minutes of City Council Q-3 Page 146 VT TUESDAY, OCTOBER 9, 1990 Ordinance No. constitute one of the Series 1992 Bonds for all purposes of this 1992 10685 cont. Ordinance, and may again be exchanged or replaced. Series 1992 Bonds in the Unit Pricing Mode other than the initial Series 1992 Bonds shall be dated the date of authentication thereof. It is specifically provided, however, that any Series 1992 Bond in a Fixed Rate Mode shall be dated the Mode Change Date and any Series 1992 Bond in a Fixed Rate Mode delivered in exchange for or replacement of another Series 1992 Bond prior to the first scheduled Interest Payment Date on the Series 1992 Bonds after the Mode Change Date shall be dated the Mode Change Date, but each substitute bond so delivered on or after such first scheduled Interest Payment Date shall be dated as of the Interest Payment Date preceding the date on which such substitute bond is delivered, unless such substitute bond is delivered on an Interest Payment Date, in which case it shall be dated as of such date of delivery; provided, however, that if at the time of delivery of any substitute bond the interest on the bond for which it is being exchanged has not been paid, then such substitute bond shall be dated as of the date to which such interest has been paid in full. On each substitute bond issued in exchange for or replacement of any Series 1992 Bond or Bonds issued under this 1992 Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth. An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such substitute bond, date such substitute bond in the manner set forth above, and manually sign and date such Certificate, and no such substitute bond shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Series 1992 Bonds surrendered for exchange or replacement. No additional ordinances, orders or resolutions need be passed or adopted by the City Council of either of the Cities or any other body or person so as to accomplish the foregoing exchange or replacement of any Series 1992 Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution and delivery of the substitute bonds in the manner prescribed herein. Pursuant to Article 717k-6, V.A.T.C.S., and particularly Section 6 thereof, the duty of exchange or replacement of any Series 1992 Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the above Paying Agent/Registrar's Authentication Certificate, the exchanged or replaced bond shall be valid, incontestable and enforceable in the same manner and with the same effect as the Series 1992 Bonds which originally were delivered pursuant to this 1992 Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. While the Series 1992 Bonds are in a Fixed Rate Mode neither the Cities nor the Paying Agent/Registrar shall be required to transfer or exchange any Series 1992 Bond selected for redemption when such redemption is scheduled to occur within 45 calendar days; provided, however, such limitation shall not apply to an exchange by the holder of an unredeemed balance of a Series 1992 Bond called for redemption in part. E. All Series 1992 Bonds issued in exchange or replacement of any other Series 1992 Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Series 1992 Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for other Series 1992 Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Series 1992 Bonds shall be payable, all as provided, and in the manner required or indicated, in the Forms of Bond set forth in this 1992 Ordinance. If any of the officers who shall have signed or sealed any of the Series 1992 Bonds or whose facsimile signature shall be upon the Series 1992 Bonds shall cease to be such officer of the Cities before the Series 1992 Bond so signed and sealed shall have been authenticated by the Paying Agent/Registrar or delivered, such Series 1992 Bonds nevertheless may be authenticated, issued and delivered with the same force and effect as the person or persons who signed or sealed such Series 1992 Bonds or whose facsimile signature shall be upon the Series 1992 Bonds had not ceased to be such officer of the Cities; and any such Series 1992 Bond may be signed and sealed on behalf of the Cities by those persons who, at the actual date of the execution of such Series 1992 Bonds, shall be the proper officers of the Cities, although at the date of such Series 1992 Bond any such persons shall not have been such officer of the Cities. F. The Cities, acting by and through the Board, shall pay the Paying Agent/Registrar's reasonable and customary fees and charges for making transfers and exchanges of Series 1992 Bonds, but the registered owner of any Series 1992 Bond requesting such transfer or exchange shall pay any taxes or other governmental charges required to be paid with respect thereto. In addition, the Cities hereby covenant with the registered owners of the Series 1992 Bonds that they will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment the principal of and interest on the Series 1992 Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer, exchange or registration of Series 1992 Bonds solely to the extent above provided. Minutes of City Council Q-3 Page 147 119'_3 TUESDAY, OCTOBER 9, 1990 Ordinance No. G. The Cities covenant with the registered owners of the Series 1992 10685 cont. Bonds that at all times while the Series 1992 Bonds are outstanding the Cities will provide a competent and legally qualified bank, trust company, financial institution or other agency to act as and perform the services of Paying Agent/Registrar for the Series 1992 Bonds under this 1992 Ordinance, and that the Paying Agent/Registrar will be one entity. The Cities reserve the right to, and may, at their option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar. So long as the Series 1992 Bonds are in the Unit Price Mode, the Paying Agent/Registrar shall be located in New York, New York. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Cities covenant that they promptly will appoint a competent and legally qualified national or state banking institution which shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, subject to supervision or examination by federal or state authority, and whose qualifications substantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/Registrar under this 1992 Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Series 1992 Bonds, to the new Paying Agent/Registrar designated and appointed by the Cities. Upon any change in the Paying Agent/Registrar, the Cities promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Series 1992 Bonds, by United States Mail, postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this 1992 Ordinance, and a certified copy of this 1992 Ordinance shall be delivered to each Paying Agent/Registrar. Section 3.5. Prior Redemption or Mandatory Purchase. A. Sinking Fund Redemption. The Series 1992 Bonds shall be redeemed prior to stated maturity in part by lot on November 1 in each of the years 1993 through 2000, from moneys required by Section 6.3B of this 1992 Ordinance to be deposited to the credit of the Interest and Sinking Fund at the principal amount thereof and accrued interest to date of redemption, without premium, if the Series 1992 Bonds for all or any portion of such period are in the Fixed Rate Mode and, if for any portion of such period the Series 1992 Bonds are in the Unit Price Mode, the Cities shall on Purchase Dates on or prior to each such November 1 optionally redeem Series 1992 Bonds in an aggregate principal amount equal to the moneys required by Section 6.3B to be deposited to the Interest and Sinking Fund in accordance with Section 3.5C hereof. B. Mandatory Redemption Due to Default Under Reimbursement Agreement. All Series 1992 Bonds other than Bank -Owned Bonds shall be subject to mandatory redemption at a redemption price equal to the principal amount thereof, plus accrued interest, if any, (i) if the Paying Agent/Registrar receives a notice from the Bank in writing not later than the close of business on the tenth (10th) day (or if such tenth day is not a Business Day, the next succeeding Business Day) after the day on which a drawing was made under the Letter of Credit to pay interest on such Series 1992 Bonds, that the interest portion of the Letter of Credit will not be reinstated as provided in the Letter of Credit or (ii) if the Paying Agent/Registrar receives a written notice from the Bank that an Event of Default, as defined in the Reimbursement Agreement, has occurred and is continuing and the Bank has exercised its option to terminate the Letter of Credit. Such Series 1992 Bonds subject to mandatory redemption shall be redeemed on the Redemption Date specified by the Bank in such written notice (or if such date is not a Business Day, the next succeeding Business Day). Such Redemption Date shall be not more than fifteen (15) nor less than ten (10) days after the date such notice is given and not less than five (5) Business Days before the date the Letter of Credit is to be terminated. Series 1992 Bonds redeemed pursuant to this Section shall be delivered by the Owners (with all necessary endorsements) to the office of the Paying Agent/Registrar, in New York, New York, at or before 12:00 noon on the Redemption Date, and payment of the Redemption Price shall be made by wire transfer in immediately available funds by the Paying Agent/Registrar by the close of business on the Redemption Date. The Paying Agent/Registrar shall give notice to all Owners after receipt by the Paying Agent/Registrar of such notice from the Bank stating (i) the mandatory redemption; (ii) the Redemption Date; (iii) the Redemption Price; (iv) that Series 1992 Bonds must be surrendered to collect the Redemption Price; (v) that the Letter of Credit will terminate on the date specified in such notice; (vi) that interest on such Series 1992 Bonds will cease to accrue to such Owner and such Owner will be entitled only to the Redemption Price on the Redemption Date. Such notice shall be sent by United States Mail as soon as practicable after receipt of the notice from the Bank specified in the prior paragraph. Minutes of City Council Q-3 Page 148 TUESDAY, OCTOBER 9, 1990 Ordinance No. C. Optional Redemption of Unit Pricing Bonds. Series 1992 Bonds in 10685 cont. the Unit Pricing Mode are not subject to optional redemption prior to their respective Purchase Dates. Series 1992 Bonds in the Unit Pricing Mode shall be subject to redemption at the option of the Cities on their respective Purchase Dates at a redemption price equal to the principal amount thereof, which must be made with Seasoned Funds or by drawing on the Letter of Credit. D. Notice of Redemption. At least thirty (30) days before the date fixed for any such redemption other than pursuant to Section 3.5B, the Board, acting on behalf of the Cities, shall cause a written notice of such redemption to be given to the registered owner of each Series 1992 Bond or a portion thereof being called for redemption by depositing such notice in the United States Mail, postage prepaid, addressed to each such owner at the address appearing on the Registration Books maintained by the Paying Agent/Registrar. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the principal amount of the Series 1992 Bonds to be so redeemed, plus any applicable premium thereon, and accrued interest thereon to the date fixed for redemption. If such written notice of redemption is given, and if due provision for payment is made, all as provided above, the Series 1992 Bonds, or the portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear interest after the date fixed for redemption, and shall not be regarded as being outstanding except for the purpose of receiving the funds so provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of the Series 1992 Bonds or any portion thereof. If a portion of any Series 1992 Bond shall be redeemed a substitute Series 1992 Bond or Series 1992 Bonds having the same maturity date, bearing interest at the same rate, in any Authorized Denominations , at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Cities, all as provided in this 1992 Ordinance. E. Selection. The Board, acting on behalf of the Cities, shall at least forty-five (45) days before the date fixed for any such redemption conduct the selection of the Series 1992 Bonds or portions thereof to be redeemed so that restrictions can be imposed by the Paying Agent/Registrar with respect to transfers and exchanges as provided in Section 3.4D. hereof. F. Mandatory Purchase at End of Unit Pricing Rate Periods. Each Series 1992 Bond in the Unit Pricing Mode shall be subject to mandatory purchase on the Purchase Date for the current Interest Period at the Purchase Price; provided that the Owners of such Series 1992 Bonds may elect to retain such Series 1992 Bonds in accordance with the provisions of Section 6.9 unless a notice of optimal redemption has been given with respect thereto. Series 1992 Bonds purchased pursuant to this Section shall be delivered by the Owners (with all necessary endorsements) to the office of the Paying Agent/Registrar in New York, New York, at or before 12:00 noon on such Business Day, and payment of the Purchase Price shall be made by wire transfer in immediately available funds by the close of business on such Business Day. No notice of such mandatory tender shall be given to the Owners. G. Mandatory Purchase on Mode Change Date. Series 1992 Bonds to be changed to Fixed Rate Mode from the Unit Pricing Mode are subject to mandatory purchase on the Mode Change Date at the Purchase Price; provided that the Owners of such Series 1992 Bonds may elect to retain such Series 1992 Bonds in accordance with the provisions of Section 6.9. Series 1992 Bonds purchased pursuant to this Section shall be delivered by the Owners (with all necessary endorsements) to the office of the Paying Agent/Registrar in New York, New York, at or before 12:00 noon on the Mode Change Date and payment of the Purchase Price shall be made by wire transfer in immediately available funds by the close of business on the Mode Change Date. The Paying Agent/Registrar shall give notice of such mandatory tender as part of the Mode Change Notice. H. Mandatory Purchase Upon Substitution of Alternate Letter of Credit. In the event that on or prior to the forty-fifth (45th) day next preceding the Substitution Date, the Cities have failed to deliver to the Paying Agent/Registrar a Rating Confirmation Notice in connection with the delivery of an Alternate Letter of Credit, the Paying Agent/Registrar, no later than the thirtieth (30th) day next preceding the Substitution Tender Date, shall give notice to the Owners the Remarketing Agent, the Board and the Bank stating that (i) the Letter of Credit is being replaced by an Alternate Letter of Credit; (ii) the Rating Confirmation Notice has not been received; (iii) the rating on the Series 1992 Bonds is expected to be reduced or withdrawn; and (iv) the Series 1992 Bonds are required to be tendered for purchase (specifying the date and the procedures to be followed to exercise such Owner's right to retain such Owner's Series 1992 Bonds). Upon such an occurrence, the Series 1992 Bondsshall be subject to mandatory purchase on the Substitution Tender Date, unless the Owner directs that such Series 1992 Bonds not be purchased as provided in Section 6.9. Series 1992 Bonds purchased pursuant to this Section shall be delivered by the Owners (with all necessary endorsements) to the office of the Paying Agent/Registrar in New Minutes of City Council Q-3 Page 149 TUESDAY, OCTOBER 9, 1990 Ordinance No. York, New York, at or before 12:00 noon on such Business Day, and payment of 10685 cont. the Purchase Price of such Series 1992 Bonds shall be made by wire transfer in immediately available funds by the Paying Agent/Registrar by the close of business on such Business Day. I. Mandatory Purchase Upon Termination of Letter of Credit. In the event that on or prior to the forty-fifth (45th) day next preceding the termination of the Letter of Credit by its terms, the Cities have failed to deliver to the Paying Agent/Registrar an Alternate Letter of Credit or renewal of the Letter of Credit extending the term thereof unless a Mode Change Date has been established at or prior to the fifth business day prior to such termination date, the Paying Agent/Registrar, no later than the thirty-fifth (35th) day next preceding such termination date, shall give notice to the Owners, the Cities and the Board stating that (i) the Letter of Credit will terminate indicating the date and (ii) the Series 1992 Bonds are required to be tendered for purchase five Business Days prior to the date such Letter of Credit is to terminate. Upon such an occurrence, the Series 1992 Bonds shall be subject to mandatory purchase on the fifth Business Days prior to the date such Letter of Credit is to terminate, and payment of the Purchase Price of such Series 1992 Bonds shall be made by wire transfer in immediately available funds by the Paying Agent/Registrar by the close of business on such Business Day. Section 3.6. Bond Forms. The form of all Series 1992 Bonds, including the form of the Paying Agent/Registrar's Certificate, the Form of Assignment, and the form of the Registration Certificate of the Comptroller of Public Accounts of the State of Texas to accompany the Series 1992 Bonds on the initial delivery thereof, and shall be, respectively, substantially as follows, with such necessary and appropriate variations, omissions and insertions as permitted or required by this 1992 Ordinance, to -wit: (FORM OF BOND UNIT PRICING MODE) UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS -FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BOND SERIES 1992 DATED: SEPTEMBER 1, 1990 THIS BOND IS SUBJECT TO MANDATORY TENDER FOR PURCHASE OR REDEMPTION AT THE TIMES AND IN THE MANNER SET FOR HEREIN AND MUST BE SO TENDERED OR WILL BE DEEMED TENDERED, WILL BE REPLACED AND WILL CEASE TO BE OUTSTANDING AND TO BEAR INTEREST UNDER CERTAIN CIRCUMSTANCES DESCRIBED HEREIN. MATURITY DATE DATE OF AUTHENTICATION CUSIP Registered Owner: Principal Amount: On the Maturity Date specified above, the Cities of Dallas and Fort Worth (herein collectively called the "Cities") municipal corporations duly incorporated under the laws of the State of Texas, for value received, hereby jointly promise to pay to the registered owner shown above, or to the registered assignee hereof (either being hereinafter called the "registered owner") solely from the revenues and funds described herein, the principal amount shown above on its scheduled maturity date shown above or, the date of its redemption prior to scheduled maturity, and to pay interest thereon at the rates determined as herein provided on each Interest Payment Date (as hereinafter defined) from the date of authentication if authenticated on an Interest Payment Date to which interest has been paid, or from the next succeeding Interest Payment Date if authenticated after a Record Date (as hereinafter defined) and before such Interest Payment Date, or from the last preceding Interest Payment Date to which interest has been paid (or the date of original delivery if no interest has been paid) until the principal or redemption price has been paid or provided for as aforesaid. The terms and provisions of this bond are continued on the reverse side hereof and shall for all purposes have the same effect as though fully set forth at this place. * The principal of and interest on this bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this bond shall be paid to the registered owner hereof upon presentation and surrender of this bond at maturity or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of Citibank, N.A., New York, New York, which is the initial "Paying Agent/Registrar" for this bond. The payment of interest on this bond shall be made by the Paying Agent/Registrar to the registered owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the close of business on the "Record Date," which is the day immediately preceding such Interest Payment Date by check drawn by the Paying Agent/Registrar on, and Minutes of City Council Q-3 Page 150 TUESDAY, OCTOBER 9, 1990 Ordinance No. payable solely from, funds of the Cities required to be on deposit with the 10685 cont. Paying Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United States mail, postage prepaid, on each such interest payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described or, in lieu of payment by check, by such other method, separately agreed to in writing by the Paying Agent/Registrar and the registered owner hereof with the risk and expense thereof to be borne solely by the registered owner. In the event of a non-payment of interest on a scheduled Interest Payment Date, 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. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date" which shall be a Business Day at least 15 days after the Special Record Date) shall be sent at least ten Business Days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of each registered owner of a bond appearing on the 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. The Cities covenant with the registered owner of this bond that no later than each principal payment date and interest payment date for this bond they will make available to the Paying Agent/Registrar, solely from the revenues and other funds described herein, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the bonds, when due. * The bonds of this series are issuable in the denomination of $100,000 or any integral multiple of $5,000 for any denomination in excess of $100,000 ("Authorized Denominations"). If the date for the payment of the principal of or interest on this bond shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized to close (a "Business Day"); and payment on such date shall have the same force and effect as if made on the original date payment was due. * Initially this series of bonds shall bear interest from and including the date of initial authentication and delivery in the Unit Pricing Mode and shall continue to bear interest in the Unit Pricing Mode unless converted to a Fixed Rate Mode, except that the Bank Bond Rate shall apply to the Bank Bonds for each day from and including the date such bond becomes a Bank Bond to, but not including, the date such bond is paid in full or is remarketed. When in the Unit Pricing Mode or when the Bank Rate is in effect, interest shall be calculated on the basis of a 365/366 day year, as the case may be, for the actual number of days elapsed. During the Unit Pricing Mode the interest rates contained in the records of the Paying Agent/Registrar shall be conclusive and binding on the registered owners of the bonds of this series and no interest rate shall exceed the Maximum Rate. * Interest Periods in a Unit Pricing Mode shall be of such duration ending on a day next preceding a Business Day or the Maturity Date, as the Authorized Representative in consultation with the Remarketing Agent shall determine. In making the determinations with respect to Interest Periods, on each Rate Determination Date for any bond, the Authorized Representative in consultation with the Remarketing Agent shall select for each such bond then subject to such adjustment the Interest Period which would result in the Remarketing Agent being able to remarket such bond at par in the secondary market at the lowest interest rate then available and for the longest Interest Period available at such rate, provided that if on any Rate Determination Date, the Authorized Representative in consultation with the Remarketing Agent determines that current or anticipated future market conditions or anticipated future events are such that a different Interest Period would result in a lower average interest cost on such bond, then the Authorized Representative in consultation with the Remarketing Agent shall select the Interest Period which in its judgment would permit such bond to achieve such lower average interest cost; provided, however, that if the Remarketing Agent has received notice from the Cities that the bonds are to be changed from the Unit Pricing Mode to the Fixed Rate Mode or one or more bonds are to be purchased in accordance with a mandatory tender, the Authorized Representative shall, with respect to such bond or bonds, select Interest Periods which do not extend beyond the Mode Change Date or the Mandatory Purchase Date. On or after 4:00 p.m. on the Business Day next preceding each Rate Determination Date for bonds in the Unit Pricing Mode, any registered owner of such bonds may telephone the Remarketing Agent and receive notice of the anticipated next Interest Period(s) and the anticipated interest rate(s) for such Interest Period(s). The registered owner of a bond in a Unit Pricing Mode may continue as the registered owner of such bond during the next Interest Period, unless such registered owner has received notice of an optimal redemption with respect to all or a portion thereof, if the registered owner, gives telephonic notice to the Remarketing Agent by 4:00 p.m. on the Business Day next preceding the Rate Determination Date (which notice shall be irrevocable). To receive payment of the Purchase Price, the registered owner of any bond in the Unit Pricing Mode must present Minutes of City Council Q-3 Page 151 TUESDAY, OCTOBER 9, 1990 Ordinance No. such bond to the Paying Agent/Registrar, by 12:30 p.m. on the Rate 10685 cont. Determination Date, in which case, the Paying Agent/Registrar shall pay the Purchase Price to such registered owner by the close of business on the same day. By 12:00 noon on each Rate Determination Date, the Authorized Representative in consultation with the Remarketing Agent shall, with respect to each bond in the Unit Pricing Mode which is subject to adjustment on such date, determine the Interest rate(s) for the Interest Periods then selected for such bond. Interest Payment Date means with respect to a bond in the Unit Pricing Mode (a) in the case of an Interest Period of 180 days or less, the Purchase Date, and (b) in the case of an Interest Period of 181 days or more, each May 1 and November 1 and the Purchase Date. * Presentation of bonds in the Unit Pricing Mode shall be required, whether or not the registered owner has elected to retain the bond for the next Interest Period, in order to permit the Paying Agent/Registrar to note on the bond the next Interest Period, the applicable Interest rate and the applicable Purchase Date; provided, however, if the registered owner has not elected to retain such bonds on such Rate Determination Date as described above, such bonds subject to purchase shall be deemed tendered and cancelled and interest shall cease to accrue on such bonds regardless of whether any such bond is presented to the Paying Agent/Registrar. * By acceptance of any bond, the registered owner thereof shall be deemed to have agreed, during each Interest Period to the interest rate, Interest Period and Purchase Date then applicable thereto and to have further agreed (unless the registered owner duly waives such sale as provided in the preceding paragraph) to tender such bond to the Paying Agent/Registrar for purchase on the Purchase Date at the Purchase Price. Such registered owner further acknowledges that if funds for such purchase are on deposit with the Paying Agent/Registrar on such Purchase Date, such registered owner shall have no rights under the 1968 Ordinance other than to receive the payment of such Purchase Price and that interest shall cease to accrue to such registered owner on such Purchase Date, * Mandatory Redemption Due to Default Under Reimbursement Agreement. All bonds other than Bank -Owned Bonds shall be subject to mandatory redemption at a redemption price equal to the principal amount thereof, plus accrued interest, if any, (i) if the Paying Agent/Registrar receives a notice from the Bank in writing not later than the close of business on the tenth (10th) day (or if such tenth day is not a Business Day, the next succeeding Business Day) after the day on which a drawing was made under the Letter of Credit to pay interest on such bonds, that the interest portion of the Letter of Credit will not be reinstated as provided in the Letter of Credit or (ii) if the Paying Agent/Registrar receives a written notice from the Bank that an Event of Default, as defined in the Reimbursement Agreement, has occurred and is continuing and the Bank has exercised its option to terminate the Letter of Credit. Such bonds subject to mandatory redemption shall be redeemed on the Redemption Date specified by the Bank in such written notice (or if such date is not a Business Day, the next succeeding Business Day). Such Redemption Date shall be not more than fifteen (15) nor less than ten (10) days after the date such notice is given and not less than five (5) Business Days before the date the Letter of Credit is to be terminated. Bonds redeemed pursuant hereto shall be delivered by the registered owners (with all necessary endorsements) to the office of the Paying Agent/Registrar, in New York, New York, at or before 12:00 noon on the Redemption Date, and payment of the Redemption Price shall be made by wire transfer in immediately available funds by the Paying Agent/Registrar by the close of business on the Redemption Date. The Paying Agent/Registrar shall give notice as soon as practicable by United States Mail to all registered owners after receipt by the Paying Agent/Registrar of such notice stating from the Bank (i) the mandatory redemption; (ii) the Redemption Date; (iii) the Redemption Price; (iv) that bonds must be surrendered to collect the Redemption Price; (v) that the Letter of Credit will terminate on the date specified in such notice; (vi) that interest on such bonds will cease to accrue to such registered owner and such registered owner will be entitled only to the Redemption Price on the Redemption Date. * Optional Redemption of Unit Pricing Bonds. Bonds in the Unit Pricing Mode are not subject to optional redemption prior to their respective Purchase Dates. Bonds in the Unit Pricing Mode shall be subject to redemption at the option of the Cities on their respective Purchase Dates at a redemption price equal to the principal amount thereof, which must be made with Seasoned Funds or by drawing on the Letter of Credit. * At least thirty (30) days before the date fixed for any such redemption, other than a mandatory redemption as a result of a default under the Reimbursement Agreement, the Dallas -Fort Worth International Airport Board (the "Board"), acting on behalf of the Cities, shall cause a written notice of such redemption to be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, postage prepaid, addressed to each such registered owner at the address appearing on the Registration Books maintained by the Paying Agent/Registrar. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the principal amount of the bonds to be so redeemed, the premium, if any, and Minutes of City Council Q-3 Page 152 C� ) TUESDAY, OCTOBER 9, 1990 Ordinance No. accrued interest thereon to the date fixed for redemption. If such written 10585 cont. notice of redemption is given, and if due provision for payment is made, all as provided above, the bonds, which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the purpose of receiving the funds so provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of this bond or any portion hereof. If a portion of any bond shall be redeemed a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in any Authorized Denominations at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Cities. * Mandatory Purchase at End of Unit Pricing Rate Periods. Each bond in the Unit Pricing Mode shall be subject to mandatory purchase on the Purchase Date for the current Interest Period at the Purchase Price or provided that the registered owners of such bonds may elect to retain such Bonds unless a notice of optimal redemption has been given with respect thereto. Bonds purchased pursuant to this Section shall be delivered by the registered owners (with all necessary endorsements) to the office of the Paying Agent/Registrar in New York, New York, at or before 12:00 noon on such Business Day, and payment of the Purchase Price shall be made by wire transfer in immediately available funds by the close of business on such Business Day. No notice of such mandatory tender shall be given to the registered owners. * Mandatory Purchase on Mode Change Date. Bonds to be changed to Fixed Rate Mode from the Unit Pricing Mode are subject to mandatory purchase on the Mode Change Date at the Purchase Price or provided that the registered owners of such Bonds may elect to retain such Bonds. Bonds purchased pursuant to this Section shall be delivered by the registered owners (with all necessary endorsements) to the office of the Paying Agent/Registrar in New York, New York, at or before 12:00 noon on the Mode Change Date and payment of the Purchase Price shall be made by wire transfer in immediately available funds by the close of business on the Mode Change Date. The Paying Agent/Registrar shall give notice of such mandatory tender as part of the Mode Change Notice. * Mandatory Purchase Upon Substitution of Alternate Letter of Credit. In the event that on or prior to the forty-fifth (45th) day next preceding the Substitution Date, the Cities have failed to deliver to the Paying Agent/Registrar a Rating Confirmation Notice in connection with the delivery of an Alternate Letter of Credit, the Paying Agent/Registrar, no later than the thirtieth (30th) day next preceding the Substitution Tender Date, shall give notice to the registered owners the Remarketing Agent, the Board and the Bank stating that (i) the Letter of Credit is being replaced by an Alternate Letter of Credit; (ii) the Rating Confirmation Notice has not been received; (iii) the rating on the bonds is expected to be reduced or withdrawn, if applicable; and (iv) the bonds are required to be tendered for purchase (specifying the date and the procedures to be followed to exercise such registered owner's right to retain such registered owner's bonds). Upon such an occurrence, the bonds shall be subject to mandatory purchase on the Substitution Tender Date, unless the registered owner directs that such bonds not be purchased as provided in Section 6.9. Bonds so purchased pursuant to this Section shall be delivered by the registered owners (with all necessary endorsements) to the office of the Paying Agent/Registrar in New York, New York, at or before 12:00 noon on such Business Day, and payment of the Purchase Price of such bonds shall be made by wire transfer in immediately available funds by the Paying Agent/Registrar by the close of business on such Business Day. * Mandatory Purchase Upon Termination of Letter of Credit. In the event that on or prior to the forty-fifth (45th) day next preceding the termination of the Letter of Credit by its terms, the Cities have failed to deliver to the Paying Agent/Registrar an Alternate Letter of Credit or renewal of the of Credit extending the term thereof unless a Mode Change Date has been established at or prior to the fifth business day prior to such termination date, the Paying Agent/Registrar, no later than the thirty-fifth (35th) day next preceding such termination date, shall give notice to the registered owners, the Cities and the Board stating that (i) the Letter of Credit will terminate indicating the date and (ii) the bonds are required to be tendered for purchase five Business Days prior to the date such Letter of Credit is to terminate. Upon such an occurrence, the bonds shall be subject to mandatory purchase on the five Business Days prior to the date such Letter of Credit is to terminate, and payment of the Purchase Price of such bonds shall be made by wire transfer in immediately available funds by the Paying Agent/Registrar by the close of business on such Business Day. * The bonds of this series are issued under and pursuant to the laws of the State of Texas and an ordinance passed concurrently on November 11 and November- 12, 1968, respectively, by the City Councils of the Cities of Dallas and Fort Worth entitled "1968 Regional Airport Concurrent Bond Ordinance" (the "1968 Ordinance") and, together with any other "Bonds" (as defined in Minutes of City Council Q-3 Page 153 f TUESDAY, OCTOBER 9, 1990 Ordinance No. the 1968 Ordinance) heretofore or hereafter issued in accordance with the 10685 cont. 1968 Ordinance are equally and ratably secured by the revenues herein described. * This bond is one of a duly authorized series of bonds of like tenor and effect, except as to number, principal amount, interest rate, maturity and right of prior redemption, aggregating $34,170,000, issued by the Cities for the purpose of refunding certain of the Bonds previously issued and outstanding pursuant to the Sixteenth Supplemental Regional Airport Concurrent Bond Ordinance (the "Sixteenth Supplemental Ordinance") adopted by the City Councils of said Cities supplemental to the 1968 Ordinance. Capitalized terms used herein which are not defined have the means set forth in the Sixteenth Supplemental Ordinance. For the purpose of providing for and securing the payment of the Bonds including this series of bonds, the Cities have jointly pledged their respective interests in the "Pledged Revenues" to be derived from the ownership and operation of the Dallas -Fort Worth International Airport. Such Pledged Revenues will be on deposit from time to time in various funds created by the 1968 Ordinance and Ordinances supplemental thereto. Pledged Revenues are defined in the 1968 Ordinance to be the "Gross Revenues" of said Airport less the amount required to pay the Senior Lien Bonds mentioned next below. The lien on the revenues securing this series of bonds and the Bonds is subordinate to the lien securing outstanding bonds of the City of Fort Worth defined in said Ordinance as "Senior Lien Bonds." Reference is made to the 1968 Ordinance, as supplemented, and the ordinance authorizing this series of bonds for the definition of Gross Revenues and for a description of the revenues and funds charged with and pledged to the payment of the interest on and principal of the Bonds and the series of bonds of which this bond is one, the nature and extent of the security thereof, a statement of the rights, duties and obligations of each of the Cities, respectively, the rights and remedies of bondholders in the event of default thereunder, and the rights and priorities of the registered owners of said bonds, to all the provisions of which the registered owner hereof by the acceptance of this bond assents and agrees. * Provision has also been made for a direct pay Letter of Credit to additionally secure the bonds of this series. * As provided in the 1968 Ordinance, the obligations of the Cities to pay money hereon out of Pledged Revenues are joint, and not several, and except as otherwise provided therein no claim, demand, suit or judgment shall ever be asserted, entered or collected against or from one City without the other and no individual liability shall ever exceed in the case of Dallas 7/11ths of the total amount thereof, and in the case of Fort Worth 4/11ths of the total amount thereof, and, except as otherwise provided in the 1968 Ordinance, such sums shall be payable and collectable solely from the funds in which Pledged Revenues shall from time to time be on deposit. * The 1968 Ordinance, as supplemented, provides that, to the extent therein stated, the Board, acting on behalf of the Cities, shall fix and shall from time to time revise the rate of compensation for use of and for services rendered by or at the Dallas -Fort Worth International Airport which will be fully sufficient to produce Pledged Revenues adequate to pay the operation and maintenance expenses thereof plus 1.25 times the amounts required to be deposited to the credit of the Interest and Sinking Fund (established by the 1968 Ordinance) for the payment of the principal of and interest on the parity Bonds from time to time outstanding thereunder as the same shall become due and payable and to timely purchase or redeem such Bonds prior to maturity as required therein. It is further provided in said Ordinance that to the extent Pledged Revenues are not adequate for said purposes and for the additional purpose of properly and adequately maintaining and operating said Airport, the Cities pledge and obligate themselves to levy and collect the ad valorem tax defined therein as the "Maintenance Tax," and to devote the proceeds thereof to the purpose of operating and maintaining said Airport in lieu of using revenues for said purpose, subject at all times to the limits of said tax provided by law and in said Ordinance. As further provided in said Ordinance, the obligations of the Cities to levy and collect such tax are several, and not joint, and no action, claim, suit or demand shall be made against one City for the default of the other, each City's respective obligation being limited to the collection of its proportionate amount required from said tax for such purposes, all as specified in said Ordinance. * The registered owner hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. * As provided in the Sixteenth Supplemental Ordinance, this bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in any Authorized Denominations as requested in writing by the appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among Minutes of City Council Q-3 Page 154 I -- TUESDAY, OCTOBER 9, 1990 Ordinance No. other requirements for such assignment and transfer, this bond must be 10685 cont. presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this bond or any portion or portions hereof in Authorized Denominations to the assignee or assignees in whose name or names this bond or any such portion or portions hereof is or are to be transferred and registered. The form of assignment printed or endorsed on this bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this bond or any portion or portions hereof from time to time by the registered owner. In the case of an assignment, transfer or exchange of a bond or bonds or any portion or portions thereof, the fees and charges of the Paying Agent/Registrar will be paid by the Cities, but any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer or exchange as a condition precedent to the exercise of such privilege. * In the event any Paying Agent/Registrar for the bonds is changed by the Cities, resigns or otherwise ceases to act as such, the Cities have covenanted in the Sixteenth Supplemental Ordinance that they promptly will appoint a competent and legally qualified substitute therefor, whose qualifications substantially are similar to the previous Paying Agent/Registrar it is replacing, and promptly will cause written notice thereof to be mailed to the registered owners of the bonds. * By becoming the registered owner of this bond, the registered owner thereby acknowledges all of the terms and provisions of the 1968 Ordinance, as supplemented, agrees to be bound by such terms and provisions, acknowledges that said Ordinance is duly recorded and available for inspection in the official minutes and records of the Cities, and agrees that the terms and provisions of this bond and said Ordinance constitute a contract between each registered owner hereof and the Cities. It is hereby certified and recited that all acts and things required by the Constitution and laws of the State of Texas to be done, to exist and to be performed precedent to and in the issuance of this bond and the series of which it is one have been done, do exist and have been performed as so required. IN WITNESS WHEREOF, the City Council of the City of Dallas, Texas, has caused the facsimile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor and countersigned by the facsimile signatures of its Director of Finance and City Secretary; and the City Council of the City of Fort Worth, Texas, has caused the facsimile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor, countersigned by the facsimile signature of its City Secretary, and approved as to form and legality by its City Attorney. COUNTERSIGNED: Director of Finance, City of Dallas, Texas City Secretary, City of Dallas, Texas COUNTERSIGNED: City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY: City Attorney, City of Fort Worth, Texas Mayor, City of Dallas, Texas Mayor, City of Fort Worth, Texas FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this bond has been issued under the provisions of said Ordinance described on the face of this bond; and that this bond has been issued in exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Minutes of City Council Q-3 Page 155 TUESDAY, OCTOBER 9, 1990 Ordinance No. II 10585 cont. Paying Agent/Registrar By Authorized Signature FORM OF ASSIGNMENT: ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee Please print or type name and address, including zip code of Transferee the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signatures must be guaran- teed by a member firm of the New York Stock Exchange or a commercial bank or trust company. *11 to be on reverse of bond NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement or any change whatso- ever. ** (FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO THE BONDS UPON INITIAL DELIVERY THEREOF) OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO. 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, and 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 special obligation of the Cities of Dallas and Fort Worth, Texas, payable in the manner provided by and in the ordinance authorizing same, and said Bond has this day been registered by me. WITNESS MY HAND and seal of office at Austin, Texas . (Seal) **% not to be on bond RATE DETERMINATION INTEREST DATE RATE Comptroller of Public Accounts of the State of Texas PURCHASE AUTHORIZED DATE OFFICER (FORM OF BOND FIXED RATE MODE) UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS -FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BOND SERIES 1992 Minutes of City Council Q-3 Page 156 �,y TUESDAY, OCTOBER 9, 1990 Ordinance No. MATURITY DATE INTEREST RATE MODE CHANGE DATE CUSIP 10685 cont. Registered Owner: Principal Amount: On the Maturity Date specified above, the Cities of Dallas and Fort Worth (herein collectively called the "Cities") municipal corporations duly incorporated under the laws of the State of Texas, for value received, hereby jointly promise to pay to the Registered Owner shown above, or to the registered assignee hereof (either being hereinafter called the "registered owner") solely from the revenues and funds described herein, the principal amount shown above and to pay interest thereon, from the mode change date of this bond specified above, to the date of its scheduled maturity or the date of its redemption prior to scheduled maturity, at the rate of interest per annum specified above, with said interest being payable on the immediately succeeding May 1 or November 1 (the "Initial Payment Date"), and semiannually on each November 1 and May 1 thereafter, except that if the Paying Agent/Registrar's Authentication Certificate appearing on the face of this bond is dated later than the Initial Payment Date, such interest is payable semiannually on each May 1 and November 1 following such date. The terms and provisions of this bond are continued on the reverse side hereof and shall for all purposes have the same effect as though fully set forth at this place. * The principal of and interest on this bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this bond shall be paid to the registered owner hereof upon presentation and surrender of this bond at maturity or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of Citibank, N.A., New York, New York, which is the initial "Paying Agent/Registrar" for this bond. The payment of interest on this bond shall be made by the Paying Agent/Registrar to the registered owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the close of business on the "Record Date," which is the 15th day of the month next preceding such interest payment date by check drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Cities required to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United States mail, postage prepaid, on each such interest payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described or, in lieu of payment by check, by such other method, separately agreed to in writing by the Paying Agent/Registrar and the registered owner hereof with the risk and expense thereof to be borne solely by the registered owner. In the event of a non-payment of interest on one or more maturities on a scheduled payment date, and for 30 days thereafter, a new Record Date for such interest payment for such maturity or maturities (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. 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 United States mail, first class, postage prepaid, to the address of each registered owner of a bond of such maturity or maturities appearing on the 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. The Cities covenant with the registered owner of this bond that no later than each principal payment date and interest payment date for this bond they will make available to the Paying Agent/Registrar, solely from the revenues and funds described herein, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the bonds, when due. * If the date for the payment of the principal of or interest on this bond shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. * The bonds maturing November 1, 2002 shall be redeemed prior to stated maturity in part by lot on November 1 in each of the years 1993 through 2000, from moneys required to be deposited to the credit of the Interest and Sinking Fund at the principal amount thereof and accrued interest to date of redemption, without premium. * At least thirty (30) days before the date fixed for any such redemption, the Dallas -Fort Worth International Airport Board (the "Board"), acting on behalf of the Cities, shall cause a written notice of such redemption to be Minutes of City Council Q-3 Page 157 1_ r3 TUESDAY, OCTOBER 9, 1990 Ordinance NO. given to the registered owner of each Bond or a portion thereof being called 10685 cont. for redemption by depositing such notice in the United States mail, postage prepaid, addressed to each such registered owner at the address appearing on the Registration Books maintained by the Paying Agent/Registrar. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the principal amount of the bonds to be so redeemed, the premium, if any, and accrued interest thereon to the date fixed for redemption. If such written notice of redemption is given, and if due provision for payment is made, all as provided above, the bonds, which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the purpose of receiving the funds so provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of this bond or any portion hereof. If a portion of any bond shall be redeemed a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Cities. * The bonds of this series are issued under and pursuant to the laws of the State of Texas and an ordinance passed concurrently on November 11 and November 12, 1968, respectively, by the City Councils of the Cities of Dallas and Fort Worth entitled "1968 Regional Airport Concurrent Bond Ordinance" (the "1968 Ordinance") and, together with any other "Bonds" (as defined in the 1968 Ordinance) heretofore or hereafter issued in accordance with the 1968 Ordinance are equally and ratably secured by the revenues herein described. * This bond is one of a duly authorized series of bonds of like tenor and effect, except as to number, principal amount, interest rate, maturity and right of prior redemption, aggregating $34,170,000, issued by the Cities for the purpose of refunding certain of the Bonds previously issued and outstanding pursuant to the Sixteenth Supplemental Regional Airport Concurrent Bond Ordinance (the "Sixteenth Supplemental Ordinance") adopted by the City Councils of said Cities supplemental to the 1968 Ordinance. For the purpose of providing for and securing the payment of the Bonds including this series of bonds, the Cities have jointly pledged their respective interests in the "Pledged Revenues" to be derived from the ownership and operation of the Dallas -Fort Worth International Airport. Such Pledged Revenues will be on deposit from time to time in various funds created by the 1968 Ordinance and Ordinances supplemental thereto. Pledged Revenues are defined in the 1968 Ordinance to be the "Gross Revenues" of said Airport less the amount required to pay the Senior Lien Bonds mentioned next below. The lien on the revenues securing this series of bonds and the Bonds is subordinate to the lien securing outstanding bonds of the City of Fort Worth defined in said Ordinance as "Senior Lien Bonds." Reference is made to the 1968 Ordinance, as supplemented, and the ordinance authorizing this series of bonds for the definition of Gross Revenues and for a description of the revenues and funds charged with and pledged to the payment of the interest on and principal of the Bonds and the series of bonds of which this bond is one, the nature and extent of the security thereof, a statement of the rights, duties and obligations of each of the Cities, respectively, the rights and remedies of bondholders in the event of default thereunder, and the rights and priorities of the registered owners of said bonds, to all the provisions of which the registered owner hereof by the acceptance of this bond assents and agrees. * As provided in the 1968 Ordinance, the obligations of the Cities to pay money hereon out of Pledged Revenues are joint, and not several, and except as otherwise provided therein no claim, demand, suit or judgment shall ever be asserted, entered or collected against or from one City without the other and no individual liability shall ever exceed in the case of Dallas 7/11ths of the total amount thereof, and in the case of Fort Worth 4/11ths of the total amount thereof, and, except as otherwise provided in the 1968 Ordinance, such sums shall be payable and collectable solely from the funds in which Pledged Revenues shall from time to time be on deposit. * The 1968 Ordinance, as supplemented, provides that, to the extent therein stated, the Board, acting on behalf of the Cities, shall fix and shall from time to time revise the rate of compensation for use of and for services rendered by or at the Dallas -Fort Worth International Airport which will be fully sufficient to produce Pledged Revenues adequate to pay the operation and maintenance expenses thereof plus 1.25 times the amounts required to be deposited to the credit of the Interest and Sinking Fund (established by the 1968 Ordinance) for the payment of the principal of and interest on the parity Bonds from time to time outstanding thereunder as the same shall become due and payable and to timely purchase or redeem such Bonds prior to maturity as required therein. It is further provided in said Ordinance that to the extent Pledged Revenues are not adequate for said purposes and for the additional purpose of properly and adequately maintaining and operating said Airport, the Cities pledge and obligate themselves to levy and collect the ad valorem tax defined therein as the "Maintenance Tax," and to devote the proceeds thereof to the purpose of Minutes of City Council Q-3 Page 158 TUESDAY, OCTOBER 9, 1990 Ordinance No. operating and maintaining said Airport in lieu of using revenues for said 10685 cont. purpose, subject at all times to the limits of said tax provided by law and in said Ordinance. As further provided in said Ordinance, the obligations of the Cities to levy and collect such tax are several, and not joint, and no action, claim, suit or demand shall be made against one City for the default of the other, each City's respective obligation being limited to the collection of its proportionate amount required from said tax for such purposes, all as specified in said Ordinance. * The registered owner hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. * All bonds of this series are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Sixteenth Supplemental Ordinance, this bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this bond or any such portion or portions hereof is or are to be transferred and registered. The form of assignment printed or endorsed on this bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this bond or any portion or portions hereof from time to time by the registered owner. In the case of an assignment, transfer or exchange of a bond or bonds or any portion or portions thereof, the fees and charges of the Paying Agent/Registrar will be paid by the Cities, but any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer or exchange as a condition precedent to the exercise of such privilege. In any circumstance, neither the Cities nor the Paying Agent/Registrar shall be required to transfer or exchange any bonds selected for redemption when such redemption is scheduled to occur within 45 calendar days; provided, however, such limitation shall not apply to an exchange by the registered owner of an unredeemed balance of a bond called for redemption in part. * In the event any Paying Agent/Registrar for the bonds is changed by the Cities, resigns or otherwise ceases to act as such, the Cities have covenanted in the Sixteenth Supplemental Ordinance that they promptly will appoint a competent and legally qualified substitute therefor, whose qualifications substantially are similar to the previous Paying Agent/Registrar it is replacing, and promptly will cause written notice thereof to be mailed to the registered owners of the bonds. * By becoming the registered owner of this bond, the registered owner thereby acknowledges all of the terms and provisions of the 1968 Ordinance, as supplemented, agrees to be bound by such terms and provisions, acknowledges that said Ordinance is duly recorded and available for inspection in the official minutes and records of the Cities, and agrees that the terms and provisions of this bond and said Ordinance constitute a contract between each registered owner hereof and the Cities. It is hereby certified and recited that all acts and things required by the Constitution and laws of the State of Texas to be done, to exist and to be performed precedent to and in the issuance of this bond and the series of which it is one have been done, do exist and have been performed as so required. IN WITNESS WHEREOF, the City Council of the City of Dallas, Texas, has caused the facsimile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor and countersigned by the facsimile signatures of its Director of Finance and City Secretary; and the City Council of the City of Fort Worth, Texas, has caused the facsimile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor, countersigned by the facsimile signature of its City Secretary, and approved as to form and legality by its City Attorney. COUNTERSIGNED: Director of Finance, Mayor, City of Dallas, Texas City of Dallas, Texas Minutes of City Council Q-3 Page 159 1L J Ordinance No. 10685 cont. TUESDAY, OCTOBER 9, 1990 City Secretary, City of Dallas, Texas COUNTERSIGNED: City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY: City Attorney, City of Fort Worth, Texas Mayor, City of Fort Worth, Texas FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this bond has been issued under the provisions of said Ordinance described on the face of this bond; and that this bond has been issued in exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated: Paying Agent/Registrar By Authorized Signature FORM OF ASSIGNMENT: ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee Please print or type name and address, including zip code of Transferee the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signatures must be guaran- teed by a member firm of the New York Stock Exchange or a commercial bank or trust company. *9 to be on reverse of bond NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement or any change whatso- ever. ** (FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO THE BONDS UPON INITIAL DELIVERY THEREOF) OFFICE OF COMPTROLLER STATE OF TEXAS I hereby certify that there is certificate of the Attorney General of this Bond has been examined by him as it has been issued in conformity with REGISTER NO. on file and of record in my office a the State of Texas to the effect that required by law, and that he finds that the Constitution and laws of the State Minutes of City Council Q-3 Page 160 TUESDAY, OCTOBER 9, 1990 Ordinance No. of Texas, and that it is a valid and binding special obligation of the Cities 10685 cont. of Dallas and Fort Worth, Texas, payable in the manner provided by and in the ordinance authorizing same, and said 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) **9 not to be on bond Section 3.7. Remarketing Agent. The Cities hereby appoint the Remarketing Agent to remarket Series 1992 Bonds, and to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Bank, the Cities, the Board and the Paying Agent/Registrar at all reasonable times. The Remarketing Agent may resign or be discharged in accordance with the provisions of the Remarketing Agreement. Any successor Remarketing Agent shall be selected by the Board and shall be a member of the National Association of Securities Dealers, Inc., shall have a capitalization of at least fifteen million dollars ($15,000,000), and shall be authorized by law to perform all the duties set forth in this 1992 Ordinance and the Remarketing Agreement. When a Letter of Credit is in effect and so long as the Bank has not wrongfully dishonored a draw on the Letter of Credit, the Board shall obtain the Bank's consent to the appointment of such successor Remarketing Agent, which consent may be withheld only for reasons related to the successor's credit and which shall not be unreasonably withheld (provided that the Bank shall be under no liability by reasons of giving or withholding such consent). ARTICLE IV EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF SERIES 1992 BONDS Section 4.1. Method of Execution. Each of the Series 1992 Bonds shall be signed and executed on behalf of the City of Dallas by the facsimile signature of its Mayor and countersigned by the facsimile signatures of its Director of Finance and City Secretary, and the corporate seal of that City shall be impressed or printed or lithographed on each bond. Each of the Series 1992 Bonds shall be signed and executed on behalf of the City of Fort Worth by the facsimile signature of its Mayor and countersigned by the facsimile signature of its City Secretary; the same shall be approved as to form and legality by the facsimile signature of the City Attorney of the City, and its corporate seal shall be impressed or printed or lithographed upon each bond. All facsimile signatures placed upon the Series 1992 Bonds shall have the same effect as if manually placed thereon, all as provided in Article 717j-1, V.A.T.C.S., as amended. Section 4.2. Approval and Registration. The Board is hereby authorized to have control and custody of the Series 1992 Bonds and all necessary records and proceedings pertaining thereto pending their delivery, and the Chairman and officers and employees of the Board and of the Cities are hereby authorized and instructed to make such certifications and to execute such instruments as may be necessary to accomplish the delivery of said bonds to the Attorney General of the State of Texas and to assure the investigation, examination and approval thereof by the Attorney General of the State of Texas and their registration by the State Comptroller of Public Accounts. Upon registration of the Series 1992 Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act for him) shall manually sign the Comptroller's Registration Certificate accompanying the Series 1992 Bonds, and the seal of the Comptroller shall be impressed, or placed in facsimile, on each such certificate. The Chairman of the Board and the Executive Director of the Airport shall be further authorized to make provision for holding the initial Series 1992 Bonds with the Paying Agent/Registrar pending their delivery to make such agreements with the purchasers of said bonds as may be necessary to assure that the same will be delivered to such purchasers in accordance with the terms of sale. Section 4.3. The Sale of the Bonds. The Series 1992 Bonds are hereby sold pursuant to a forward purchase arrangement in accordance with law and the terms and conditions of a Forward Purchase Agreement, the execution and delivery of which is being separately authorized by an ordinance adopted concurrently herewith, at a price equal to the principal amount of the Series 1992 Bonds. The initial Series 1992 Bonds shall be registered in the name of Merrill Lynch Capital Markets. The initial Interest Period shall commence on March 25, 1992 and end on March 26, 1992 and the Interest Rate during the initial Interest Period shall be six percent (6%). ARTICLE V DISPOSITION OF BOND PROCEEDS, APPROVAL OF CREDIT AGREEMENTS Minutes of City Council Q-3 Page 161 L TUESDAY, OCTOBER 9, 1990 rdinance No. Section 5.1. Disposition of Bond Proceeds. The proceeds from the sale 0685 cont. of the Series 1992 Bonds, together with available funds herein provided, shall be applied as follows: To NCNB Texas National Bank, as paying agent for the Refunded Bonds and as Escrow Agent under the Dallas -Fort Worth Regional Airport Series 1992 Special Escrow Fund created and established with said bank in accordance with the terms of the Dallas -Fort Worth Regional Airport Series 1992 Escrow Agreement dated October 10, 1990 (the "Escrow Agreement") (i) from the Interest and Sinking Fund an amount representing amounts on deposit therein equal to the interest accruing from November 1, 1991 to May 1, 1992 (ii) the proceeds of the Series 1992 Bonds which amount will be sufficient to provide for the payment of principal of, and premium coming due on the Refunded Bonds on May 1, 1992; and (iii) from the Operating Revenue and Expense Fund an amount representing the Paying Agent charges on the Refunded Bonds with respect to the payment of interest on the Refunded Bonds on May 1, 1992 and the redemption of such Bonds on said date. Section 5.2. Approval of Credit Agreements. The Remarketing Agreement and the Master Interest Exchange Agreement, including each supplement thereto relating to the Series 1992 Bonds, in substantially the forms approved by the Board and forwarded to the Cities for authorization and approval with such changes thereto as shall be approved by the general counsel to the Board are hereby authorized and approved by the Cities and the Board shall submit such credit agreements to the Attorney General of the State of Texas for approval in accordance with Article 717q V.A.T.C.S, as amended. Any amounts due and owing by the Board under the Master Interest Exchange Agreement and any related Rate Swap Transaction shall be Operation and Maintenance Expenses payable solely from the Operating Revenue and Expense Fund in accordance with the flow of funds and order of priority established by Section 7.3 of the 1968 Ordinance. ARTICLE VI ADOPTION OF PROVISIONS OF CERTAIN ORDINANCES, PLEDGE, INTEREST AND SINKING FUND Section 6.1. Adoption. The Series 1992 Bonds authorized hereby are parity "Refunding Bonds" as the term is defined herein and as permitted to be issued in the 1968 Ordinance, and in addition to the definitions set forth in Article II of the 1968 Ordinance heretofore adopted, for purposes of this 1992 Ordinance, Section 2.2 of Article II and Articles V through XI, both inclusive, of the 1968 Ordinance, Sections 7.2 and 7.3 of the 1970 Ordinance, Sections 7.2 and 7.4 of the 1976 Ordinance and Sections 6.4 and 7.2 of the 1977 Ordinance are hereby adopted by reference and shall be applicable to the Series 1992 Bonds for all purposes, except to the extent hereinafter specifically modified or supplemented. Section 6.2. Pledge. The principal of and the interest on the Series 1992 Bonds and the Outstanding Bonds are and shall be secured by and payable from a first lien on and pledge of the Pledged Revenues and the funds in which they shall from time to time be on deposit. Such revenues are hereby irrevocably pledged to the payment of the Outstanding Bonds, the Series 1992 Bonds and any other Bonds hereafter issued in accordance with the terms of the 1968 Ordinance. Section 6.3. Interest and Sinking Fund. In addition to all other amounts required by the 1972 Ordinance, the 1976 Ordinance, the 1977 Ordinance, the 1978 Ordinance, the 1982A Ordinance, the 1984 Ordinance, the 1984A Ordinance, the 1985 Ordinance, and the 1987 Ordinance, so long as any of the Series 1992 Bonds remain outstanding and unpaid the Board shall transfer on or before the 1st day of each month, from the Operating Revenue and Expense Fund (except for the amount of the accrued interest, if any, received from the purchasers of the Series 1992 Bonds) to the Interest and Sinking Fund, after taking into account unexpended investment earnings on deposit in the Interest and Sinking Fund: A. so long as the Series 1992 Bonds are in a Unit Pricing Mode, beginning on March 25, 1992, or as soon thereafter as is practicable and as of April 1, 1992 and each month thereafter in monthly installments an amount estimated to be necessary to provide the amount of interest to become due on the Series 1992 Bonds on all Interest Payment Dates and estimated to accrue during the next succeeding month if the Series 1992 Bonds become Fixed Rate Bonds equal monthly transfers shall be made to be able to pay the amount of interest due on the next semi-annual Interest Payment Date; B. beginning on October 1, 1992, and on the first day of each month thereafter through September 1, 2002 for each twelve-month period ending September 30, 1/12 of the amounts indicated, as follows: 1993 $2,580,000 1994 2,875,000 1995 2,995,000 1996 3,255,000 1997 3,615,000 1998 3,960,000 1999 $4,280,000 2000 4,750,000 2001 -0- 2002 5,860,000 Minutes of City Council Q-3 Page 162 TUESDAY, OCTOBER 9, 1990 rdinance No. If the Series 1992 Bonds are in the Fixed Rate Mode, the sinking fund 0685 cont. payments required by this sub -paragraph B may be used to purchase Series 1992 Bonds as permitted in Section 7.4 of the 1968 Ordinance, and to the extent not so used, shall be used to redeem prior to stated maturity by lot or to pay at final maturity, on November 1 in each of the years 1993 through 2002, both inclusive, the Series 1992 Bonds maturing on November 1, 2002, at the principal amount thereof and accrued interest to date of redemption or maturity without premium. If it shall be determined that the annual transfers to the Interest and Sinking Fund required by this sub -paragraph B will produce a surplus in the Interest and Sinking Fund at maturity of the Series 1992 Bonds, the annual sinking fund payments required by this sub -paragraph B on account of the Series 1992 Bonds may be reduced in approximately equal amounts. If for all or any portion of such period the Series 1992 Bonds are in the Unit Pricing Mode such amounts shall be applied on Purchase Dates to the purchase of Series 1992 Bonds as provided in Section 3.5. C. at any time Series 1992 Bonds are in a Unit Pricing Mode and become Bank -Owned Bonds such transfers shall be made monthly as are required by the Reimbursement Agreement. Section 6.4. Establishment of Special Accounts. There is hereby established within the Interest and Sinking Fund two special accounts the "1992 Interest Account" and the "1992 Principal Amount" which shall be maintained so long as the Series 1992 Bonds are in the Unit Pricing Mode and so long as the Letter of Credit and Reimbursement Agreement are in effect. While such accounts are in existence the amounts required to be deposited to the Interest and Sinking Fund by Section 6.3 hereof shall be placed in the appropriate account and shall be withdrawn and used to reimburse the Bank for draws on the Letter of Credit for interest and principal as contemplated by Section 6.5 hereof. Section 6.5. Letter of Credit Draws; Alternate Letter of Credit; Letter of Credit Account. A. During the Unit Pricing Mode the Paying Agent/Registrar, on the third Business Day of each calendar month and on the Business Day preceding a Principal Payment Date by telex, telecopy or telegraphic demand given before 4:00 p.m. on such day, shall draw on the Letter of Credit in accordance with the terms thereof so as to receive thereunder by 1:00 p.m. on the next Business Day of such calendar month or the Principal Payment Date an amount equal to the amount of interest accrued on such Unit Pricing Bonds during the previous calendar month whether or not paid or due and payable or the amount of interest payable on the Series 1992 Bonds on such Principal Payment Date. During the Unit Pricing Mode the Paying Agent/Registrar, on the Business Day next preceding any Purchase Date or Mandatory Purchase Date, shall draw on the Letter of Credit in accordance therewith an amount equal to the interest coming due on such Purchase Date or Mandatory Purchase Date which the Paying Agent/Registrar determines is necessary to pay interest on such date after taking into consideration amounts available for such purpose in the Interest Reserve Fund. The proceeds of such draw shall be deposited in the Interest Reserve Fund. B. While the Letter of Credit is in effect, on the Business Day preceding each Principal Payment Date, the Paying Agent/Registrar shall draw on the Letter of Credit by 4:00 p.m. on such day in accordance with the terms thereof so as to receive thereunder by 1:00 p.m. on such Principal Payment Date, an amount, in immediately available funds, sufficient to enable the Paying Agent/Registrar to pay principal then payable on the Series 1992 Bonds, whether at maturity or redemption , in connection therewith. The proceeds of such draw shall be deposited in the 1992 Letter of Credit Account hereby created and established with the Paying Agent/Registrar. C. On each Purchase Date or Mandatory Purchase Date, as the case may be, the Paying Agent/Registrar, by telex, telecopy or telegraphic demand give before 1:00 p.m., shall draw on the Letter of Credit in accordance with the terms thereof so as to receive thereunder by 4:00 p.m. on such date an amount, in immediately available funds, sufficient, together with the proceeds of the remarketing of the Series 1992 Bonds, notice of the receipt of which was given the Paying Agent/Registrar by the Remarketing Agent, on such date, to enable the Paying Agent/Registrar to pay the Purchase Price in connection therewith. The proceeds of such draw shall be paid to the Paying Agent/Registrar, who shall deposit said proceeds in the 1992 Letter of Credit Purchase Account. D. Notwithstanding the foregoing previous Section, the Paying Agent/Registrar shall not draw on the Letter of Credit with respect to any payments due or made in connection with Bank -Owned Bonds. E. If at any time there shall have been delivered to the Paying Agent/Registrar (i) an Alternate Letter of Credit in substitution for the Letter of Credit then in effect, (ii) a Favorable Opinion of Bond Counsel, (iii) a Rating Confirmation Notice from Moody's, if the Series 1992 Bonds are rated by Moody's, and S&P, if the Bonds are rated by S&P, or a statement from the Authorized Representative to the effect no Rating Confirmation Notice(s) will be obtained and (iv) written evidence satisfactory to the Bank of the Minutes of City Council Q-3 Page 163 At TUESDAY, OCTOBER 9, 1990 Ordinance No. provision for purchase from the Bank of all Bank -Owned Bonds, at a price 10585 cont. equal to the principal amount thereof plus accrued and unpaid interest, and payment of all amounts due it under the Reimbursement Agreement on or before the effective date of such Alternate Letter of Credit, then the Paying Agent/Registrar shall accept such Alternate Letter of Credit on the Substitution Tender Date and shall surrender the Letter of Credit then in effect to the Bank of the fifth business Day after the Substitution Tender Date. The Cities shall give the Paying Agent/Registrar and the Bank written notice of the proposed substitution of an Alternate Letter of Credit for the Letter of Credit then in effect no less than forty-five (45) days prior to the proposed Substitution Date. F. The Paying Agent/Registrar shall not sell, assign or otherwise transfer the Letter of Credit, except to a successor Paying Agent/Registrar hereunder and in accordance with the terms of the Letter of Credit and this 1992 Ordinance. G. When the Letter of Credit is in effect, money in the Letter of Credit Account shall be used and withdrawn by the Paying Agent/Registrar on each Interest Payment Date, each Principal Payment Date and each Redemption Date to pay the principal of the Bonds (whether at maturity or redemption). Amounts in the Letter of Credit Account shall be held invested in Government Obligations maturing no later than the date such funds will be needed to pay the principal of and premium, if any, and interest on the Series 1992 Bonds, and shall be held separate and apart from all other Funds and accounts. H. There is hereby established and the Paying Agent/Registrar will hold and maintain, so long as the Letter of Credit is in effect and the Bonds are in the Unit Pricing Mode the Interest Reserve Fund. The Paying Agent/Registrar shall deposit in the Interest Reserve Fund amounts received from the Special Contingency Reserve Fund which, on March 25, 1992, will constitute Seasoned Funds in an amount equal to the Interest Reserve Fund Requirement. Additionally, the Paying Agent/Registrar shall deposit, or cause to be deposited, in the Interest Reserve Fund the proceeds of all draws made on the Letter of Credit pursuant to paragraph (A) of this Section 6.5. When the Bonds are in the Unit Pricing Mode, the Paying Agent/Registrar shall apply amounts on deposit in the Interest Reserve Fund on each Interest Payment Date, Principal Payment Date, Purchase Date or Mandatory Purchase Date to the payment of interest due and payable on Series 1992 Bonds. Upon a Mode Change Date, moneys on deposit in the Interest Reserve Fund shall be transferred from the Interest Reserve Fund to the Special Contingency Reserve Fund; provided, however, that there shall not be transferred moneys on deposit in the Interest Reserve Fund which represent interest actually accrued but not yet payable. Any moneys held by the Paying Agent/Registrar in the Interest Reserve Fund shall be held invested in Government Obligations with maturity periods not longer than such period(s) as will make such moneys available when needed. Such moneys shall be held separate and apart from all other Funds and accounts. Section 6.6. 1992 Purchase Fund. There is hereby established and there shall be maintained with the Paying Agent/Registrar, a separate fund to be known as the "1992 Purchase Fund." The Paying Agent/Registrar shall further establish a separate account within the 1992 Purchase Fund to be known as the "1992 Letter of Credit Purchase Account' and a separate account within the 1992 Purchase Fund to be known as the "1992 Remarketing Proceeds Account." (i) 1992 Remarketing Proceeds Account. Upon receipt of the proceeds of a remarketing of Series 1992 Bonds on a Purchase Date or Mandatory Purchase Date, the Paying Agent/Registrar shall deposit such proceeds in the 1992 Remarketing Proceeds Account for application to the Purchase Price of the Series 1992 Bonds. Notwithstanding the foregoing, upon the receipt of the proceeds of a remarketing of Bank -Owned Bonds, the Paying Agent/Registrar shall immediately pay such proceeds to the Bank to the extent of any amount owing to the Bank. (ii) 1992 Letter of Credit Purchase Account. Upon receipt of the immediately available funds transferred to the Paying Agent/Registrar pursuant to Section 6.5(C) hereof, the Paying Agent/Registrar shall deposit such money in the 1992 Letter of Credit Purchase Account for application to the Purchase Price of the Series 1992 Bonds to the extent that the moneys on deposit in the 1992 Remarketing Proceeds Account shall not be sufficient. Any amounts deposited in the Letter of Credit Purchase Account and not needed with respect to any Purchase Date or Mandatory Purchase Date for the payment of the Purchase Price for any Series 1992 Bonds shall be immediately returned to the Bank. Amounts held in the 1992 Letter of Credit Purchase Account and the 1992 Remarketing Proceeds Account by the Paying Agent/Registrar shall be held uninvested and separate and apart from all other funds and accounts. Section 6.7. Source of Funds for Purchase of Series 1992 Bonds. By the close of business on the Purchase Date or the Mandatory Purchase Date, as the Minutes of City Council Q-3 Page 164 TUESDAY, OCTOBER 9, 1990 Ordinance No. case may be, the Paying Agent/Registrar shall purchase tendered Series 1992 10685 cont. Bonds from the Owners at the Purchase Price. Funds for the payment of such Purchase Price shall be derived solely from the following sources in the order of priority indicated and the Paying Agent/Registrar shall not be obligated to provide funds from any other source: (i) immediately available funds on deposit in the 1992 Remarketing Proceeds Account; and (ii) immediately available funds on deposit in the 1992 Letter of Credit Purchase Account. Section 6.8. Delivery of Series 1992 Bonds and Undelivered Series 1992 Bonds. On each Purchase Date or Mandatory Purchase Date, as the case may be, the Series 1992 Bonds shall be delivered as follows: ( a ) Series 1992 Bonds sold by the Remarketing Agent shall be delivered by the Remarketing Agent to the purchasers of those Series 1992 Bonds by 3:00 p.m.; and (b) Series 1992 Bonds purchased by the Paying Agent/Registrar with moneys described in Section 6.7(ii) shall be registered immediately in the name of the Bank or its nominee on or before 1:30 p.m. If Series 1992 Bonds to be purchased are not delivered by the Owners to the Paying Agent/Registrar by 12:00 noon on the Purchase Date or the Mandatory Purchase Date, as the case may be, the Paying Agent/Registrar shall hold any funds received for the purchase of those Series 1992 Bonds in trust in a separate account and shall pay such funds to the former Owners of the Series 1992 Bonds upon presentation of the Series 1992 Bonds. Such undelivered Series 1992 Bonds shall cease to accrue interest as to the former Owners on the Purchase Date or the Mandatory Purchase Date, as the case may be, and moneys representing the Purchase Price shall be available against delivery of those Series 1992 Bonds at the Principal Office of the Paying Agent/Registrar. The Paying Agent/Registrar shall authenticate a replacement Series 1992 Bond for any undelivered Series 1992 Bond which may then be remarketed by the Remarketing Agent. Section 6.9. Owner's Election to Retain. The Owner of a Series 1992 Bond subject to mandatory purchase pursuant to Sections 3.5 F, G and H may elect to retain such Series 1992 Bond (or a portion thereof) after the Mandatory Purchase Date in the following manner: (a) If such Series 1992 Bond is in the Unit Pricing Mode and is subject to mandatory purchase at the end of a Unit Pricing Period pursuant to Section 3.5(F) as described in Section 3.3(B), the Owner may elect to retain such Series 1992 Bond for an additional Interest Period by giving electronic notice of such election to the Remarketing Agent by 4:00 p.m. on the Business Day next preceding the Purchase Date for such Series 1992 Bonds, unless such Series 1992 Bond is to be redeemed on such date or if such date is also a Mode Change Date or a Substitution Tender Date. (b) If the Series 1992 Bond is subject to mandatory purchase on a Mode Change Date, the Owner of such Series 1992 Bond may elect to retain such Series 1992 Bond (or portion thereof) by giving an irrevocable written notice to the Paying Agent/Registrar prior to 4:00 p.m. on the fifteenth (15th) day preceding the Mode Change Date which shall (i) state that the person delivering the notice is an Owner, (ii) specify the numbers and denominations of. Series 1992 Bonds (or portions thereof) to be retained, (iii) acknowledge that such Owner has received the Mode Change Notice, and (iv) direct the Paying Agent/Registrar not to purchase the Series 1992 Bond (or portion thereof) so specified; (c) If the Series 1992 Bond is subject to mandatory purchase pursuant to a Substitution of Alternate Letter of Credit, the Owner of such Series 1992 Bond may elect to retain such Bond (or portion thereof) by giving an irrevocable written notice to the Paying Agent/Registrar prior to 4:00 p.m. on the fifth (5th) Business Day preceding the Substitution Tender Date which shall (i) state that the person delivering the notice is an Owner, (ii) specify the numbers and denominations of Series 1992 Bonds (or portions thereof) to be retained, and (iii) acknowledge that the Owner has received notice of the events leading to the mandatory purchase and understands that the rating on the Series 1992 Bonds is expected to be lowered, if applicable, and that the prior Bank will have no further liability on the Series 1992 Bonds after the Substitution Tender Date; and (d) Any such notice delivered to the Paying Agent/Registrar shall be irrevocable and binding upon the Owner delivering the notice and upon subsequent Owners of such Series 1992 Bonds, including any Series 1992 Bonds issued in exchange therefor or upon transfer thereof; provided that the Series 1992 Bond or portion thereof retained, and the portion thereof to be purchased if only a portion is retained, shall be in an amount equal to an Authorized Denomination for the Mode applicable to such Series 1992 Bond after such Mandatory Purchase Date. Not later than 11:00 Minutes of City Council Q-3 Page 165 1! v TUESDAY, OCTOBER 9, 1990 rdinance No. a.m. on the Business Day following the receipt of an irrevocable written 0685 cont. notice of an election described in subsection (b) or (c) of this Section, the Paying Agent/Registrar shall notify the Remarketing Agent by Electronic Means of the principal amount of the Series 1992 Bonds to be retained and shall promptly thereafter mail to the Remarketing Agent a copy of such notice. Section 6.10. Transfers to Paying Agent/Registrar. While the Series 1992 Bonds are in the Fixed Rate Mode, the Director of Finance shall make transfers of funds on deposit in the Interest and Sinking Fund for payment of the principal of and interest on the Series 1992 Bonds to the Paying Agent/Registrar on the applicable due dates and redemption dates in immediately available funds. ARTICLE VII MISCELLANEOUS COVENANTS AND PROVISIONS Section 7.1. Use of Bond Proceeds. A. The Cities covenant to and with the purchasers of the Series 1992 Bonds that they will make no use of the proceeds of such Bonds at any time throughout the term of such Bonds which, if such use had been reasonably expected on the date of delivery of such Bonds to and payment for such Bonds by the purchasers, would have caused such Bonds to be arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or any regulations or rulings pertaining thereto; and by this covenant the Cities are obligated to comply with the requirements of the aforesaid Section 148 and all applicable and pertinent Department of the Treasury regulations relating to arbitrage bonds. The Cities further covenant that the proceeds of such Bonds will not otherwise be used directly or indirectly so as to cause all or any part of such Bonds to be or become arbitrage bonds within the meaning of the aforesaid Section 148, or any regulations or rulings pertaining thereto. The Cities further covenant to comply with the requirements of Sections 148(d) and 148(f) of the Code including restrictions on reserve fund investments and limitations on investments in nonpurpose obligations and the requirement of such Section that certain earnings on nonpurpose obligations be paid to the United States. B. The Cities covenant to and with the purchasers of the Series 1992 Bonds that they will make no use of the proceeds of such Bonds at any time throughout the term of such Bonds which would cause the interest to be paid on the Series 1992 Bonds to not be exempt from all present federal income taxes under existing statutes, regulations, published rulings and court decisions except possibly as provided by Section 147(a) of said Code, with respect to any Series 1992 Bond for any period during which such Bond is held by a person who is a substantial user of the facilities financed or refinanced with the proceeds of the Series 1992 Bonds, or by a "related person" as defined in the applicable provisions of the Code. C. The Cities covenant to and with the purchasers of the Series 1992 Bonds that the facilities financed or to be financed with the proceeds of the Refunded Bonds have or will have a remaining average reasonably expected economic life of at least 84 percent of the average maturity of the Series 1992 Bonds determined under Section 147(b) of the Code. Section 7.2. Covenant Not to Impair. The Cities covenant that the Dallas -Fort Worth Regional Airport Use Agreement, entered into between the Board and various airlines, as amended by the Second Amendment, dated as of October 1, 1981, the Passenger Service Special Facilities Agreement, dated as of April 1, 1972, and the Capital Improvement Trust Account Agreement dated as of April 1, 1972, as amended as of October .1, 1981, will not be amended, altered or rescinded in any manner so as to impair the rights or security of the holders of the Series 1992 Bonds. Section 7.3. Observance of Covenants. The Board, the officers, employees and agents are hereby directed to observe, comply with and carry out the terms and provisions of this Series 1992 Ordinance. Section 7.4. Damaged, Mutilated, Lost, Stolen or Destroyed Bonds. A. In the event any outstanding Series 1992 Bond is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new bond of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Series 1992 Bond, in replacement for such Series 1992 Bond in the manner hereinafter provided. B. Application for replacement of damaged, mutilated, lost, stolen or destroyed Series 1992 Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Series 1992 Bond, the applicant for a replacement bond shall furnish to the Cities and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a Series 1992 Bond, the applicant shall furnish to the Cities and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Series 1992 Minutes of City Council Q-3 Page 166 TUESDAY, OCTOBER 9, 1990 Ordinance No. Bond, as the case may be. In every case of damage or mutilation of a Series 10685 cont. 1992 Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Series 1992 Bond so damaged or mutilated. C. Notwithstanding the foregoing provisions of this Section, in the event any such Series 1992 Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Series 1992 Bond, the Cities may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Series 1992 Bond) instead of issuing a replacement Series 1992 Bond, provided security or indemnity is furnished as above provided in this Section. D. Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the owner of such Series 1992 Bond with all legal, printing and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Series 1992 Bond is lost, stolen or destroyed shall constitute a contractual obligation of the Cities whether or not the lost, stolen or destroyed Series 1992 Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this 1992 Ordinance equally and proportionately with any and all other Series 1992 Bonds duly issued under this 1992 Ordinance. E. In accordance with Section 6 of Art. 717k-6, V.A.T.C.S., as amended, this Section of this 1992 Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the Cities or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with the effect, as provided in Section 3.4D of this 1992 Ordinance for Series 1992 Bonds issued in exchange for other Series 1992 Bonds. ARTICLE VIII AMENDMENTS TO ORDINANCE This 1992 Ordinance may be amended by concurrent ordinances adopted by the City Councils, in the same manner as provided in the 1968 Ordinance for the amendment of the 1968 Ordinance. ARTICLE IX SEVERABILITY, REPEAL AND COUNTERPARTS Section 9.1. Ordinance Irrepealable. After any of the Series 1992 Bonds shall be issued, this 1992 Ordinance shall constitute a contract between the Cities and the owner or owners of the Series 1992 Bonds from time to time outstanding, and this 1992 Ordinance shall be and remain Irrepealable until the Series 1992 Bonds and the interest thereon shall be fully paid, cancelled, refunded or discharged or provision for the payment thereof shall be made. Section 9.2. Severability. If any Section, paragraph, clause or provision of this 1992 Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this 1992 Ordinance. If any Section, paragraph, clause or provision of the Contract and Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of the Contract and Agreement, or of any other provisions of this 1992 Ordinance not dependent directly for effectiveness upon the provision of the Contract and Agreement thus declared to be invalid and unenforceable. Section 9.3. Repealer. All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of any such inconsistency. Section 9.4. Counterparts. This 1992 Ordinance may be executed in counterparts, and when duly passed by both Cities, and separate counterparts are duly executed by each City, the Ordinance shall be in full force and effect. Introduced Ordinance Council Member Zapata introduced an ordinance and made a motion that it be adopted. The motion was seconded by Mayor Pro tempore Gilley. The motion, carrying with it the adoption of said ordinance, prevailed by the following vote: AYES: Mayor Bolen; Mayor Pro tempore Gilley; Council Members Zapata, Garrison, Granger, McCray, Meadows, and Chappell NOES: None ABSENT: Council Member Webber The ordinance, as adopted, is as follows: Minutes of City Council Q-3 Page 167 TUESDAY, OCTOBER 9, 1990 rdi nance No. SEVENTEENTH SUPPLEMENTAL 0686 REGIONAL AIRPORT CONCURRENT BOND ORDINANCE Authorizing the Issuance of DALLAS -FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BONDS Series 1994 Passed by The City Councils of THE CITY OF DALLAS, TEXAS and THE CITY OF FORT WORTH, TEXAS October 9 and 10, 1990 Dated as of September 1, 1990 CITY OF DALLAS ORDINANCE NO. CITY OF FORT WORTH ORDINANCE NO. 10686 An ordinance passed concurrently by the City Councils, respectively, of the Cities of Dallas and Fort Worth, authorizing the issuance of Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994, in the aggregate principal amount of $215,405,000, bearing interest in accordance with the provisions herein specified, for the purpose of refunding $110,750,000 of Joint Revenue Bonds, Series 1984 maturing November 1, 1995 through November 1, 1997, both dates inclusive, November 1, 2004 and November 1, 2012 and $99,400,000 of Joint Revenue Refunding Bonds, Series 1984A maturing November 1, 1995 through November 1, 1999, both dates inclusive, November 1, 2004 and November 1, 2012; providing for the form of said bonds; appointing a Paying Agent/Registrar and providing for the transfer and exchange of such bonds; awarding the sale of such bonds to the purchasers thereof; authorizing the Dallas -Fort Worth International Airport Board to deliver said bonds as herein directed; providing that such bonds are on a parity with the outstanding Dallas -Fort Worth Regional Airport Joint Revenue Bonds heretofore or hereafter issued; adopting pertinent provisions of and supplementing the 1968 Regional Airport Concurrent Bond Ordinance and the Supplemental Regional Airport Concurrent Bond Ordinances which authorized the issuance of Outstanding Bonds; authorizing and approving Credit Agreements; providing for the deposit of the proceeds of the Series 1994 Bonds into certain funds and into special escrow funds authorized to be established hereby for the benefit of certain of the said bonds being refunded; and directing that due observance of the covenants herein contained be made by the Board; providing for severability; ordaining other matters incident and relating to the subject and purpose hereof; and declaring an emergency. WHEREAS, pursuant to applicable laws and a certain contract and agreement, dated April 15, 1968 (the "Contract and Agreement"), the City Councils, respectively, of the Cities of Dallas and Fort Worth, by an ordinance passed concurrently on November 11, 1968, and November 12, 1968 authorized the issuance of and sold their Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1968 (the "Series 1968 Bonds"), and by ordinances concurrently passed subsequently authorized the issuance of and sold the Outstanding Bonds for the purpose of paying the costs of the Dallas -Fort Worth International Airport (formerly known as the "Dallas -Fort Worth Regional Airport") and for the purpose of refunding certain bonds issued pursuant to the Ordinance as supplemented; and WHEREAS, such subsequently issued bonds were issued as "Bonds" in accordance with the terms of the 1968 Ordinance and on a parity with the Series 1968 Bonds; and WHEREAS, said ordinances authorizing the Outstanding Bonds permit the issuance of Refunding Bonds, on a parity with the Outstanding Bonds, to refund any part or all of the Outstanding Bonds; and WHEREAS, in accordance with the Contract and Agreement said City Councils have been requested by the Dallas -Fort Worth International Airport Board to issue additional joint revenue bonds in two series pursuant to two separate concurrent bond ordinances to refund specific maturities of several series of previously issued Outstanding Bonds; and WHEREAS, it is deemed by said City Councils to be desirable, appropriate and necessary to issue such series of bonds for such purposes; and WHEREAS, the City Councils have each found and determined as to each that the matters to which this Series 1994 Ordinance relates are matters of imperative public need and necessity in the protection of the health, safety Minutes of City Council Q-3 Page 168 TUESDAY, OCTOBER 9, 1990 rdinance No. 10686 and morals of the citizens of each of the Cities and, as such, that this ont. Series 1994 Ordinance is an emergency measure and shall be effective as to each City respectively upon its adoption by its City Council, and the meetings were open to the public as required by law; and that public notices of the time, place and purpose of said meetings were given as required by Article 6252-17, V.A.T.C.S., as amended. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS, TEXAS: NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: ARTICLE I TITLE, PREAMBLES AND RATIFICATION Section 1.1. Short Title. This Series 1994 Ordinance may be cited by the short title, "Seventeenth Supplemental Regional Airport Concurrent Bond Ordinance." Section 1.2. Adoption of Preambles. All of the declarations and findings contained in the preambles of this Series 1994 Ordinance are made a part hereof and shall be fully effective as a part of the ordained subject matter of this Series 1994 Ordinance. Section 1.3. Ratification. All action heretofore taken (not inconsistent with the provisions hereof) by the Cities, by the Board and by the employees and officers of each directed toward the Airport and the issuance of the herein authorized is hereby ratified, approved and confirmed. ARTICLE II DEFINITIONS AND CONSTRUCTION Section 2.1. Adoption of Definitions. The definitions set forth in Article II of the 1968 Ordinance are made a part hereof and shall be as fully effective as part of the subject matter of this 1994 Ordinance as if repeated in full herein. Section 2.2. Additional Definitions. In addition to the definitions set forth in the said 1968 Ordinance, the terms defined in this Section for all purposes of this 1994 Ordinance and of any ordinance amendatory hereof, supplemental or relating hereto, and of any instruments or documents appertaining hereto, except where the context by clear implication shall otherwise require, shall have the respective meanings herein specified as follows, to -wit: "ALTERNATE LETTER OF CREDIT" shall mean a letter of credit or other security or liquidity device issued in accordance with Section 6.5 hereof which shall have a term of not less than one year and shall have the same material terms as the Letter of Credit. "AUTHORIZED DENOMINATIONS" shall mean (i) with respect to Series 1994 Bonds in a Unit Pricing Mode, $100,000 and any integral multiple of $5,000 in excess thereof, and (ii) with respect to Series 1994 Bonds in a Fixed Rate Mode, $5,000 and any integral multiple thereof. "AUTHORIZED REPRESENTATIVE" shall mean the Executive Director, Deputy Executive Director, Senior Director Finance and Administration, Director of Finance of the Airport or such other officer or employee of the Board as the Board shall hereafter appoint by resolution. "BANK" shall mean the issuer of the Letter of Credit, its successors and assigns or any issuer of any Alternate Letter of Credit. "BANK INTEREST RATE" shall mean the interest rate, not to exceed the Maximum Rate, payable on Bank -Owned Bonds which rate shall be determined pursuant to a formula, index, contract or other arrangement to be set forth in the Reimbursement Agreement as approved prior to the execution thereof by the Cities. "BANK -OWNED BONDS" shall mean any Series 1994 Bonds registered in the name of the Bank pursuant to Section 6.8(b) hereof. "BOND COUNSEL" shall mean any firm of nationally recognized municipal bond attorneys selected by the Board and experienced in the issuance of municipal bonds and matters relating to the exclusion of the interest thereon from gross income for Federal income tax purposes. "BUSINESS DAY" shall mean a day on which the Paying Agent/Registrar, the Remarketing Agent, the Bank or bank or trust companies in New York, New York, are not authorized or required to remain closed and on which the New York Stock Exchange is not closed. "CODE" shall mean the Internal Revenue Code of 1986, as amended. Minutes of City Council Q-3 Page 169 TUESDAY, OCTOBER 9, 1990 Ordinance No. "ELECTRONIC MEANS" shall mean teleco tele ra h telex facsimile 10686 cont.11 Pyr g p > transmission or other similar electronic means of communication. "EXPIRATION DATE" shall mean the stated expiration date of the Letter of Credit, or such stated expiration date as it may be extended from time to time as provided in the Letter of Credit, or any earlier date on which the Letter of Credit shall terminate, expire or be cancelled. "FAVORABLE OPINION OF BOND COUNSEL" shall mean, with respect to any action the occurrence of which requires such an opinion relating to the Series 1994 Bonds, an unqualified Opinion of Counsel, which shall be a Bond Counsel, to the effect that such action is permitted under Texas law and the Ordinance and will not impair the exclusion of interest on the Series 1994 Bonds from gross income for purposes of federal income taxation (subject to the inclusion of any exceptions contained in the opinion delivered upon original issuance of the Series 1994 Bonds). "FIXED RATE" shall mean the per annum interest rate to be borne by the Series 1994 Bonds on and after a Mode Change Date, which rate shall be determined in accordance with Section 3.3(D). "FIXED RATE BONDS" shall mean the Series 1994 Bonds during the Fixed Rate Mode. "FIXED RATE MODE" shall mean that period of time during which the Series 1994 Bonds bear interest at a Fixed Rate(s) to the Maturity Date or the Redemption Date. "GOVERNMENT OBLIGATIONS" shall mean any of the following securities, if and to the extent the same are non -callable, at the time legal for investment of the Issuer's funds, as determined by the Issuer: direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, including obligations issued or held in book -entry form on the books of the Department of the Treasury of the United States of America and • including a receipt, certificate or any other evidence of an ownership interest in an aforementioned obligation, or in specified portions thereof (which may consist of specified portions of interest thereon). "INDICATIVE RATE" shall mean in connection with a change of Mode to the Fixed Rate Mode, the interest rate determined by the Authorized Representative in consultation with the Remarketing Agent on the Indicative Rate Determination Date as the lowest rate, which if borne by the Series 1994 Bonds during the following Interest Period, would, under existing market conditions, result in the sale of the Series 1994 Bonds on the Rate Determination Date at a price equal to the Purchase Price. "INDICATIVE RATE DETERMINATION DATE" shall mean, the date on which the Indicative Rate is to be determined by the Authorized Representative in consultation with the Remarketing Agent, which date shall be the thirty-fourth (34th) day next preceding the Mode Change Date with respect to a change to the Fixed Rate Mode. "1994 INTEREST ACCOUNT" shall mean the account by that name created in Section 6.4 hereof. "INTEREST PAYMENT DATE" shall mean (i) with respect to a Unit Pricing Bond (a) in the case of an Interest Period of 180 days or less, the Purchase Date, and (b) in the case of an Interest Period of 181 days or more, each May 1 and November 1 and the Purchase Date; (ii) with respect to Fixed Rate Bonds each May 1 and November 1; (iii) with respect to Bank -Owned Bonds, the dates required under the Reimbursement Agreement; (iv) any Mandatory Purchase Date; and (v) the Maturity Date. "INTEREST PERIOD" shall mean the period of time that any interest rate remains in effect, which period: (i) with respect to a Unit Pricing Mode, shall be established by the Authorized Representative in consultation with the Remarketing Agent pursuant to Section 3.3; provided, however, that the day after the last day of any such Interest Period shall be a Business Day and each such Interest Period shall be at least one day; and (ii) with respect to the Fixed Rate Mode, shall be from and including the Mode Change Date to but not including the Maturity Date; provided, that no Interest Period shall extend beyond the day preceding any Mandatory Purchase Date or the Maturity Date. "INTEREST RESERVE FUND" means the fund by that name created in Section 6.5 H hereof. "INTEREST RESERVE FUND REQUIREMENT" means for Series 1994 Bonds in the Unit Pricing Mode, an amount equal to the interest that would have accrued at the Maximum Rate as determined under (i) of such definition during a period of 37 days. "LETTER OF CREDIT" shall mean the irrevocable, direct pay letter of credit issued by the Bank prior to the original delivery of the Bonds on Minutes of City Council Q-3 Page 170 TUESDAY, OCTOBER 9, 1990 rdinance No. September 28, 1994, except that upon the issuance of an Alternate Letter 0686 cont. of Credit in accordance with Section 6.5 hereof such term shall mean such Alternate Letter of Credit. "1994 LETTER OF CREDIT ACCOUNT" shall mean the account by that name referred to in Section 6.5 hereof. "1994 LETTER OF CREDIT PURCHASE ACCOUNT" shall mean the account by that name created in Section 6.6 hereof. "LETTER OF CREDIT INTEREST AMOUNT" shall mean the amount of the interest portion of the Letter of Credit, which during the Unit Pricing Mode shall be an amount no less than 31 days' interest on the Series 1994 Bonds calculated at the Maximum Rate on the basis of a 365/366 day year for the actual number of days elapsed. "MANDATORY PURCHASE DATE" shall mean (i) any Purchase Date for Bonds in the Unit Pricing Mode, (ii) any Mode Change Date, (iii) any Substitution Tender Date, (iv) the fifth Business Day prior to termination of a Letter of Credit by its terms where no substitution of an Alternate Letter of Credit is to occur and (v) the date of any mandatory redemption due to a default under the Reimbursement Agreement. "MASTER PLAN" shall mean and refer to the Airport's Master Plan of Development adopted on September 30, 1969, as amended from time -to -time. "MATURITY DATE" shall mean November 1, 2012. "MAXIMUM RATE" shall mean (i) while the Series 1994 Bonds are in a Unit Pricing Mode as of each Rate Determination Date that rate of interest which if it were applied to the remainder of the Fiscal Year as to all Series 1994 Bonds after the end of their current Interest Period(s) would produce an amount which when added to the actual amount of interest paid or to be paid with respect to all prior or current Interest Period(s) during such Fiscal Year and the amount of any mandatory redemption of principal during such Fiscal Year pursuant to Section 3.5(A) hereof would be equal to $26,351,931.30 which is the annual amount heretofore and hereafter to be utilized in calculating the average total annual deposits required to be deposited in the Interest and Sinking Fund in accordance with Section 7.2 of the 1970 Ordinance with respect to the Series 1994 Bonds while such Bonds are in the Unit Pricing Mode and (ii) while the Series 1994 Bonds are in the Fixed Rate Mode such rate of interest which when applied to all Series 1994 Bonds to be outstanding through the Maturity Date after taking into account all Sinking Fund Payments required by Section 6.3 of this 1994 Ordinance will result in a calculation of average total annual deposits to the Interest and Sinking Fund not in excess of $26,351,931.30; provided, however, that in no event shall such rate of interest ever exceed the maximum rate allowed by State law. The amount of $26,351,931.30 may be raised by the dedication of excess deposits in the Reserve Fund to such Series 1994 Bonds or by making additional deposits to the Reserve Fund. "MODE" shall mean the Unit Pricing Mode or the Fixed Rate Mode. "MODE CHANGE DATE" shall mean with respect to any Bond, the date the Unit Pricing Mode terminates and the Fixed Rate Mode begins. "MODE CHANGE NOTICE" shall mean the notice sent by the Paying Agent/Registrar to the Owners pursuant to Section 3.2D notifying the Owners that a change in Mode is to occur. "MOODY'S" shall mean Moody's Investors Service, a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, the term "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency selected by the Issuer and approved by the Bank (which shall not be under any liability by reason of such approval). "ORDINANCE" shall mean the 1968 Ordinance, as amended by Sections 7.2 and 7.3 of the 1970 Ordinance, Sections 7.2 and 7.4 of the 1976 Ordinance and Sections 6.4 and 7.2 of the 1977 Ordinance and as supplemented by the 1970 Ordinance, 1972 Ordinance, 1978 Ordinance, 1982 Ordinance, 1982A Ordinance, 1984 Ordinance, 1984A Ordinance, 1985 Ordinance, 1987 Ordinance, 1994 Ordinance, and 1994 Ordinance. "1968 ORDINANCE" shall mean and refer to the 1968 Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities, respectively, on November 11, 1968 and November 12, 1968. "1970 ORDINANCE" shall mean and refer to the First Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on April 14, 1970. Minutes of City Council Q-3 Page 171 TUESDAY, OCTOBER 9, 1990 Ordinance No. "1972 ORDINANCE" shall mean and refer to the Fifth Supplemental Regional 10686 cont. Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on March 6, 1972. "1976 ORDINANCE" shall mean and refer to the Seventh Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 20, 1976, as amended November 8, 1976. "1977 ORDINANCE" shall mean and refer to the Eighth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on August 30 and August 31, 1977. "1978 ORDINANCE" shall mean and refer to the Ninth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on April 4 and April 5, 1978. "1982 ORDINANCE" shall mean and refer to the Tenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on March 3, 1982. "1982A ORDINANCE" shall mean and refer to the Eleventh Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on November 16 and November 17, 1982. "1984 ORDINANCE" shall mean and refer to the Twelfth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on September 11 and September 12, 1984. "1984A ORDINANCE" shall mean and refer to the Thirteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 9 and October 10, 1984. "1985 ORDINANCE" shall mean and refer to the Fourteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on December 3 and December 4, 1985. "1987 ORDINANCE" shall mean and refer to the Fifteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 6 and 7, 1987. "1992 ORDINANCE" shall mean and refer to the Sixteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 9 and 10, 1990. "1994 ORDINANCE" shall mean and refer to the Seventeenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 9 and 10, 1990. "OPINION OF COUNSEL" shall mean a written legal opinion from a firm of attorneys experienced in the matters to be covered in the opinion. "OUTSTANDING BONDS" shall mean the outstanding Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1972, authorized by the 1972 Ordinance, the Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1976, authorized by the 1976 Ordinance, the Dallas -Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Series 1977, authorized by the 1977 Ordinance, the Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1978, authorized by the 1978 Ordinance, the Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1982A, authorized by the 1982A Ordinance, the Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1984, authorized by the 1984 Ordinance, the Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1984A, authorized by the 1984A Ordinance, the Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1985, authorized by the 1985 Ordinance and the Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1987, authorized by the 1987 Ordinance. "OWNER" shall mean the registered owner of a Bond. "PAYING AGENT/REGISTRAR" shall mean Citibank, N.A., New York, New York with respect to the Series 1994 Bonds or any successor appointed pursuant to the provisions of Section 3.4 hereof. "1994 PRINCIPAL ACCOUNT" shall mean the account by that name created in Section 6.4 hereof. "PRINCIPAL PAYMENT DATE" shall mean any date upon which the principal amount of Series 1994 Bonds is due hereunder, including the Maturity Date or any Redemption Date. "PURCHASE DATE" shall mean, during the Unit Pricing Mode, the date determined by the Authorized Representative in consultation with the Remarketing Agent on the most recent Rate Determination Date as the date on which the Series 1994 Bonds shall be subject to purchase. Minutes of City Council Q-3 Page 172 1``'S TUESDAY, OCTOBER 9, 1990 Ordinance No. "1994 PURCHASE FUND" shall mean the fund by that name referred to in .0686 cont. Section 6.6 hereof. 11 "PURCHASE PRICE" shall mean (i) an amount equal to the principal amount of any Series 1994 Bonds purchased on any Purchase Date, or (ii) an amount equal to the principal amount of any Series 1994 Bonds purchased on a Mandatory Purchase Date, plus, in the case of any Series 1994 Bonds purchased on a Substitution Tender Date on the fifth Business Day prior to termination of a Letter of Credit by its terms where no substitution of the Letter of Credit is to occur, accrued interest, if any, to the Mandatory Purchase Date. "RATE DETERMINATION DATE" shall mean the date on which the interest rate(s) on the Series 1994 Bonds shall be determined, which, (i) in the case of the Unit Pricing Mode, shall be the first day of an Interest Period and (ii) in the case of the Fixed Rate Mode, shall be a date determined by the Authorized Representative in consultation with the Remarketing Agent which shall be at least one Business Day prior to the Mode Change Date. "RATING CONFIRMATION NOTICE" shall mean a notice from Moody's or S&P, as appropriate, confirming that the rating on the Series 1994 Bonds will not be lowered as a result of the action proposed to be taken. "REDEMPTION DATE" shall mean the date fixed for redemption of Series 1994 Bonds subject to redemption in any notice of redemption given in accordance with the terms of the 1994 Ordinance. "REDEMPTION PRICE" shall mean an amount equal to the principal of and premium, if any, and accrued interest, if any, on the Series 1994 Bonds to be paid on the Redemption Date. "REFUNDED BONDS" shall mean the Bonds to be refunded with the proceeds of the Series 1994 Bonds as described and defined in Section 3.1 hereof. "REFUNDING BONDS" shall mean any refunding bonds issued pursuant to Section 8.6 of the 1968 Ordinance for the purpose of refunding any Bonds outstanding. "REIMBURSEMENT AGREEMENT" shall mean the reimbursement agreement or corresponding agreement by and between the Bank, the Cities and the Board which shall be entered into on or prior to September 28, 1994, or, if an Alternate Letter of Credit has been issued, the reimbursement agreement, or corresponding agreement, if any, in connection with such Alternate Letter of Credit. "REMARKETING AGENT" shall mean Merrill Lynch, Pierce, Fenner & Smith Incorporated, or any other investment banking firm which may at any time be substituted in its place as provided in Section 3.7 hereof. "REMARKETING AGREEMENT" shall mean that certain Remarketing Agreement relating to the Series 1994 Bonds, dated as of October 1, 1990, by and between the Cities, the Board and the Remarketing Agent or any similar agreement between the Cities, the Board and the Remarketing Agent, as it may be amended or supplemented from time to time in accordance with its terms. "1994 REMARKETING PROCEEDS ACCOUNT" shall mean the account by that name created in Section 6.6 hereof. "RENEWAL DATE" shall mean the forty-fifth (45th) day prior to the Expiration Date. "SEASONED FUNDS" shall mean (i) moneys derived from drawings under the Letter of Credit, (ii) moneys received by the Paying Agent/Registrar and held in accounts created under this 1994 Ordinance for a period of at least one hundred twenty-four (124) days and not commingled with any moneys so held for less than said period and during and prior to which period no petition in bankruptcy was filed by or against the Cities or the Board under the United States Bankruptcy Code, (iii) moneys with respect to which the Paying Agent/Registrar shall have received an opinion of counsel experienced in matters pertaining to the United States Bankruptcy Code, that the contemplated use of such moneys would not constitute a transfer of property voidable under Sections 544 or 547 of the United States Bankruptcy Code, should the Cities or the Board become a debtor under such Code or (iv) investment income derived from the investment of moneys described in clause (i), (ii) or (iii). "SERIES 1972 BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1972, authorized by the 1972 Ordinance. Minutes of City Council Q-3 Page 173 TUESDAY, OCTOBER 9, 1990 Ordinance No. "SERIES 1976 BONDS" shall mean the Dallas -Fort Worth Regional Airport 10686 cont. Joint Revenue Refunding Bonds, Series 1976, authorized by the 1976 Ordinance. "SERIES 1977 BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Series 1977, authorized by the 1977 Ordinance. "SERIES 1978 BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1978, authorized by the 1978 Ordinance. "SERIES 1982 BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1982, authorized by the 1982 Ordinance. "SERIES 1982A BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1982A, authorized by the 1982A Ordinance. "SERIES 1984 BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1984, authorized by the 1984 Ordinance. "SERIES 1984A BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1984A, authorized by the 1984A Ordinance. "SERIES 1985 BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1985, authorized by the 1985 Ordinance. "SERIES 1987 BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1987, authorized by the 1987 Ordinance. "SERIES 1992 BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992 authorized by the 1992 Ordinance "SERIES 1994 BONDS" shall mean the Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994, herein authorized to be issued and sold. "S&P" shall mean Standard & Poor's Corporation, a corporation duly organized and existing under and by virtue of the laws of the State of New York, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "S&P" shall be deemed to refer to any other nationally recognized securities rating agency selected by the Issuer and approved by the Bank (which shall not be under any liability by reason of such approval). "SUBSTITUTION DATE" shall mean the date as of which an Alternate Letter of Credit is to be substituted for the Letter of Credit. "SUBSTITUTION TENDER DATE" shall mean the date five Business Days prior to the Substitution Date. "UNIT PRICING BOND" shall mean any Series 1994 Bond while in a Unit Pricing Mode. "UNIT PRICING MODE" shall mean the Mode in which the duration of the Interest Periods is determined under Section 3.3(B). ARTICLE III THE BONDS Section 3.1. Authorization. So as to protect the public safety and in order to promote and advance the general welfare of the citizens of Dallas and Fort Worth and the North Central Texas region, it is hereby declared necessary that the Cities issue, and the Cities hereby authorize and direct the issuance of the Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994, in the aggregate principal amount of $215,405,000, pursuant to the provisions of Article 46d, Article 1269]-5.1, Article 717k and Article 717q V.A.T.C.S., as amended, for the purpose of refunding on November 1, 1994 $110,750,000 of the Series 1984 Bonds maturing on November 1, 1995 through November 1, 1997, both dates inclusive, and on November 1, 2004 and November 1, 2012 and $99,400,000 of the Series 1984A Bonds maturing on November 1, 1995 through November 1, 1999, both dates inclusive, and on November 1, 2004 and November 1, 2012 (the "Refunded Bonds"), now outstanding. It is hereby officially found and determined that the proceeds of the sale of the Series 1994 Bonds to be received September 28, 1994, together with the money hereafter authorized and directed to be transferred on September 28, 1994 from the Interest and Sinking Fund to the Dallas -Fort Worth Regional Airport Series 1994 Special Escrow Fund pursuant to Article V hereof, will be sufficient to provide funds to pay the principal of the Refunded Bonds, the applicable two and one half percent (2.5%) premium and the interest thereon to November 1, 1994. The Series 1994 Bonds are issued as Refunding Bonds pursuant to and as permitted by the 1968 Minutes of City Council Q-3 Page 174 TUESDAY, OCTOBER 9, 1990 Ordinance No. Ordinance, and shall be on a parity with the Outstanding Bonds remaining 10686 cont. outstanding. 11 Section 3.2. Date, Denominations, Mode and Maturities. A. The Series 1994 Bonds shall be in Authorized Denominations. The initial Series 1994 Bonds shall be dated September 1, 1990 and all subsequent Series 1994 Bonds shall be dated as provided in Section 3.4D. B. The Series 1994 Bonds shall mature on November 1, 2012. C. The Series 1994 Bonds shall initially be in the Unit Pricing Mode and may be changed one time as to all Series 1994 Bonds then outstanding to the Fixed Rate Mode on a Mode Change Date as indicated in a Mode Change Notice, as provided in Section 3.2D. A Fixed Rate Mode shall be in effect until the Maturity Date and may not be changed to the Unit Pricing Mode. In the event the Paying Agent/Registrar shall not have received by September 23, 1994 the Letter of Credit and confirmation of a rating by Moody's and S&P of "A" or better based on such direct pay Letter of Credit then the Series 1994 Bonds may be delivered in a Fixed Rate Mode at a Fixed Rate not exceeding the Maximum Rate as determined by the Authorized Representative in consultation with the Remarketing Agent. D. No later than the forty-fifth (45th) day preceding the Mode Change Date, the Cities shall give written notice to the Board, Remarketing Agent, Paying Agent/Registrar and Bank of its intention to effect a change in the Mode from the Unit Pricing Mode then prevailing to the Fixed Rate Mode as specified in such written notice, together with the proposed Mode Change Date, together with copies of a letter of Bond Counsel to the effect that it expects to be able to provide a Favorable Opinion of Bond Counsel on the Mode Change Date. The Mode Change Date shall be a Business Day and shall be the last Purchase Date for all Interest Periods set for interest rates established by the Authorized Representative. On or before the thirtieth (30th) day preceding the Mode Change, the Paying Agent/Registrar shall send notice of the proposed change in Mode by mail to the Owners stating: (1) the Series 1994 Bonds are to be changed to the Fixed Rate Mode; (2) the proposed Mode Change Date; (3) the date on which the interest rate for the Fixed Rate Mode will be determined; (4) the Indicative Rate, together with a statement to the effect that the actual interest rate determined may be greater or less than the Indicative Rate; (5) the procedure, which may include providing a telephone number which an Owner may call, for informing such Owner of the actual Fixed Rate; (6) the Interest Payment Dates for payment of the Fixed Rate; (7) the redemption provisions applicable to the Series 1994 Bonds in the Fixed Rate Mode; (8) that, subject to such Owner's right to elect to retain such Owner's Series 1994 Bonds, such Owner is required to tender such Owner's Series 1994 Bonds for purchase on the Mode Change Date (specifying the date and the procedures to be followed by the Owner to exercise such election, including the applicable election deadline); (9) that from and after the Mode Change Date, the Letter of Credit will no longer be in effect and the anticipated ratings on the Bonds; (10) such of the other conditions to the effectiveness of the change in Mode as the Paying Agent/Registrar deems appropriate; and (11) that if all conditions precedent to the effectiveness of the Fixed Rate Mode are not met, all Series 1994 Bonds shall remain in a Unit Pricing Mode with Interest Period(s) determined by the Authorized Representative on the Mode Change Date. No change in Mode will become effective unless all conditions precedent thereto have been met and there shall have been delivered to the Paying Agent/Registrar and the Remarketing Agent on the Mode Change Date a Favorable Opinion of Bond Counsel dated the Mode Change Date. No Interest Period set after delivery by the Cities to the Remarketing Agent of the notice of the intention to effect a change in Mode shall extend beyond the proposed Mode Change Date. Section 3.3. Interest Rate Determination. Minutes of City Council Q-3 Page 175 TUESDAY, OCTOBER 9, 1990 Ordinance No. A. No Series 1994 Bonds shall bear interest at an interest rate higher 10686 cont. than the Maximum Rate. During the Unit Pricing Mode the interest rates contained in the records of the Paying Agent/Registrar shall be conclusive and binding upon the Cities, the Board, the Remarketing Agent, the Paying Agent/Registrar, the Bank and the Owners. B. Interest Periods in a Unit Pricing Mode shall be of such duration ending on a day next preceding a Business Day or the Maturity Date, as the Authorized Representative in consultation with the Remarketing Agent shall determine in accordance with the provisions of this subsection. In making the determinations with respect to Interest Periods, subject to limitations imposed by this 1994 Ordinance, on each Rate Determination Date for any Series 1994 Bond, the Authorized Representative in consultation with the Remarketing Agent shall select for each such Series 1994 Bond then subject to such adjustment the Interest Period which would result in the Remarketing Agent being able to remarket such Series 1994 Bond at par in the secondary market at the lowest interest rate then available and for the longest Interest Period available at such rate, provided that if on any Rate Determination Date, the Authorized Representative in consultation with the Remarketing Agent determines that current or anticipated future market conditions or anticipated future events are such that a different Interest Period would result in a lower average interest cost on such Series 1994 Bond, then the Authorized Representative in consultation with the Remarketing Agent shall select the Interest Period which in its judgment would permit such Series 1994 Bond to achieve such lower average interest cost; provided, however, that if the Remarketing Agent has received notice from the Cities that the Series 1994 Bonds are to be changed from the Unit Pricing Mode to the Fixed Rate Mode or one or more Series 1994 Bonds are to be purchased in accordance with a mandatory tender, the Authorized Representative shall, with respect to such Series 1994 Bond or Bonds, select Interest Periods which do not extend beyond the Mode Change Date or the Mandatory Purchase Date. On or after 4:00 p.m. on the Business Day next preceding each Rate Determination Date for Series 1994 Bonds in the Unit Pricing Mode, any Owner of such Series 1994 Bonds may telephone the Remarketing Agent and receive notice of the anticipated next Interest Period(s) and the anticipated interest rate(s) for such Interest Period(s). The Owner of a Series 1994 Bond in a Unit Pricing Mode may continue as the Owner of such Series 1994 Bond during the next Interest Period if the Owner, in accordance with Section 6.9 of this 1994 Ordinance, gives telephonic notice to the Remarketing Agent by 4:00 p.m. on the Business Day next preceding the Rate Determination Date (which notice shall be irrevocable). To receive payment of the Purchase Price, the Owner of any Series 1994 Bond in the Unit Pricing Mode must present such Series 1994 Bond to the Paying Agent/Registrar, by 12:00 noon on the Rate Determination Date, in which case, the Paying Agent/Registrar shall pay the Purchase Price to such Owner by the close of business on the same day. By 12:30 p.m. on each Rate Determination Date, the Authorized Representative in consultation with the Remarketing Agent shall, with respect to each Series 1994 Bond in the Unit Pricing Mode which is subject to adjustment on such date, determine the interest rate(s) for the Interest Periods then selected for such Series 1994 Bond and the Remarketing Agent shall give notice by Electronic Means to the Paying Agent/Registrar of the new Owners including names, addresses, taxpayer identification numbers and authorized denominations, the Interest Period(s), the Purchase Date(s) and the interest rate(s). The Paying Agent/Registrar shall authenticate new Series 1994 Bonds for the respective purchaser thereof (other than those electing to retain) which shall be available for pick-up by the Remarketing Agent not later than 1:30 p.m. Presentation of Series 1994 Bonds in the Unit Pricing Mode shall be required, whether or not the Owner has elected to retain the Series 1994 Bond for the next Interest Period, in order to permit the Paying Agent/Registrar to note on the Series 1994 Bond the next Interest Period, the applicable Interest rate and the applicable Purchase Date; provided, however, if the Owner has not elected to retain such Series 1994 Bonds on such Rate Determination Date as described above, such Series 1994 Bonds subject to purchase shall be deemed tendered and cancelled and interest shall cease to accrue on such Series 1994 Bonds regardless of whether any such Series 1994 Bond is presented to the Paying Agent/Registrar. By acceptance of any Series 1994 Bond, the Owner thereof shall be deemed to have agreed, during each Interest Period to the interest rate, Interest Period and Purchase Date then applicable thereto and to have further agreed (unless the Owner duly waives such sale as provided in the preceding paragraph) to tender such Series 1994 Bond to the Paying Agent/Registrar for purchase on the Purchase Date at the Purchase Price. Such Owner further acknowledges that if funds for such purchase are on deposit with the Paying Agent/Registrar on such Purchase Date, such Owner shall have no rights under the Ordinance other than to receive the payment of such Purchase Price and that interest shall cease to accrue to such Owner on such Purchase Date. Minutes of City Council Q-3 Page 176 TUESDAY, OCTOBER 9, 1990 Ordinance Pio. C. Each Bank -Owned Bond resulting from a draw on the Letter of Credit 10686 cont. on a Purchase Date or Mandatory Purchase Date as a result of insufficient proceeds in the Remarketing Proceeds Account shall bear interest on the outstanding principal amount thereof at the Bank Interest Rate for each day from and including the date such Series 1994 Bond becomes a Bank -Owned Bond to, but not including, the date such Series 1994 Bonds is paid in full or is remarketed. Interest on Bank -Owned Bonds shall be payable as provided in the Reimbursement Agreement. Bank -Owned Bonds shall not bear interest at the Bank Interest Rate after such Series 1994 Bonds have been remarketed unless such Series 1994 Bonds shall again become Bank -Owned Bonds. Interest on Bank -Owned Bonds shall be calculated based upon a 365/366 day year for the actual number of days elapsed. D. The Remarketing Agent shall determine the Fixed Rate in the manner and at the time described below. (i) Not later than 4:00 p.m. on the Indicative Rate Determination Date, the Authorized Representative in consultation with the Remarketing Agent shall determine an Indicative Rate. On the Indicative Rate Determination Date, the Paying Agent/Registrar shall contact the Remarketing Agent to obtain the Indicative Rate and the Paying Agent/Registrar shall then immediately notify the Board by Electronic Means of the rate so determined. (ii) On the Rate Determination Date, the Authorized Representative in consultation with the Remarketing Agent shall determine the actual Fixed Rate for the Series 1994 Bonds. The Fixed Rate shall be the minimum rate which, in the sole judgment of the Authorized Representative, will result in a sale of the Series 1994 Bonds at a price equal to the principal amount thereof, plus accrued interest, if any, on the Rate Determination Date. Not later than 4:00 p.m. on the Rate Determination Date, the Paying Agent/Registrar shall contact the Remarketing Agent to obtain such rate by telephone. Not later than 4:00 p.m. on the next succeeding Business Day, the Paying Agent/Registrar shall give notice of such rate by Electronic Means to the Bank. The Letter of Credit will not continue to back the Series 1994 Bonds after the change to the Fixed Rate Mode. E. Said interest shall be payable to the registered owner of any such Series 1994 Bond in the manner provided,on the dates and calculated in the manner stated in the Forms of Bond set forth in Section 3.6 hereof. Section 3.4. Paying Agent/Registrar. A. The Cities shall keep or cause to be kept initially at the principal trust office of Citibank, N.A., New York, New York, or such other bank, trust company, financial institution or other agency named in accordance with the provisions of G. of this Section 3.4 hereof (the "Paying Agent/Registrar") books or records of the registration and transfer of the Series 1994 Bonds (the "Registration Books") and the Cities hereby appoint the Paying Agent/Registrar as their registrar and transfer agent to keep such books or records and make such transfers and registrations under such reasonable regulations as the Cities and the Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the duty of the Paying Agent/Registrar to obtain from the registered owner and record in the Registration Books the address of such registered owner of each bond, and such other information as may be required by law, to which payments with respect to the Series 1994 Bonds shall be made, as herein provided. The Cities, the Board or their designees shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. In the event the Registration Books are not kept within the State of Texas, the Paying Agent/Registrar shall provide the Board with a copy of such Registration Books and shall keep such copy current when changes are made. Registration of each Series 1994 Bond may be transferred in the Registration Books only upon presentation and surrender of such bond to the Paying Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of the bond, or any portion thereof in Authorized Denominations, to the assignee or assignees thereof, and the right of such assignee or assignees to have the bond or any such portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of any Series 1994 Bond or any portion thereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herein provided. B. The entity in whose name any Series 1994 Bond shall be registered in the Registration Books at any time shall be treated as the absolute owner thereof for all purposes of this 1994 Ordinance, whether or not such bond shall be overdue, and the Cities, the Board and the Paying Agent/Registrar Minutes of City Council Q-3 Page 177 -A- TUESDAY, OCTOBER 9, 1990 Ordinance No. shall not be affected by any notice to the contrary; and payment of, or on 10686 cont. account of, the principal of, premium, if any, and interest on any such bond shall be made only to such registered owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums so paid. C. The Cities hereby further appoint the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Series 1994 Bonds, and to act as their agent to exchange or replace Series 1994 Bonds, all as provided in this 1994 Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Cities and the Paying Agent/Registrar with respect to the Series 1994 Bonds, and of all exchanges of such bonds, and all replacements of such bonds, as provided in this 1994 Ordinance. The Paying Agent/Registrar shall agree that, to the extent possible it will transfer or exchange bonds in no more than 3 business days after receipt of the Series 1994 Bonds to be transferred or exchanged, together with the written instrument of transfer or request for exchange duly executed by the holder or his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. D. Each Series 1994 Bond may be exchanged for fully registered bonds in the manner set forth herein and as contemplated by Section 3.3 an 3.4 hereof. Each bond issued and delivered pursuant to this 1994 Ordinance, to the extent of the unpaid or unredeemed principal balance or principal amount thereof, may, upon surrender of such bond at the principal corporate trust office of the Paying Agent/Registrar, together with a written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons, in the form prescribed for the then appropriate Mode in the Forms of Bond set forth in this 1994 Ordinance, in the Authorized Denominations (subject to the requirement hereinafter stated that each substitute bond shall have a single stated maturity date), as requested in writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unpaid or unredeemed principal balance or principal amount of any Series 1994 Bond or Bonds so surrendered, and payable to the appropriate registered owner, assignee or assignees, as the case may be. If a portion of any Series 1994 Bond shall be redeemed prior to its scheduled maturity as provided herein, a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in the Authorized Denominations at the request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation. If any Series 1994 Bond or portion thereof is assigned and transferred, each bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the bond for which it is being exchanged. Each substitute bond shall bear a letter and/or number to distinguish it from each other bond. The Paying Agent/Registrar shall exchange or replace Series 1994 Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or replacement of any Series 1994 Bond or portion thereof as permitted or required by any provision of this 1994 Ordinance shall constitute one of the Series 1994 Bonds for all purposes of this 1994 Ordinance, and may again be exchanged or replaced. Series 1994 Bonds in the Unit Pricing Mode other than the initial Series 1994 Bonds shall be dated the date of authentication thereof. It is specifically provided, however, that any Series 1994 Bond in a Fixed Rate Mode shall be dated the Mode Change Date and any Series 1994 Bond in a Fixed Rate Mode delivered in exchange for or replacement of another Series 1994 Bond prior to the first scheduled Interest Payment Date on the Series 1994 Bonds after the Mode Change Date shall be dated the Mode Change Date, but each substitute bond so delivered on or after such first scheduled Interest Payment Date shall be dated as of the Interest Payment Date preceding the date on which such substitute bond is delivered, unless such substitute bond is delivered on an Interest Payment Date, in which case it shall be dated as of such date of delivery; provided, however, that if at the time of delivery of any substitute bond the interest on the bond for which it is being exchanged has not been paid, then such substitute bond shall be dated as of the date to which such interest has been paid in full. On each substitute bond issued in exchange for or replacement of any Series 1994 Bond or Bonds issued under this 1994 Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth. An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such substitute bond, date such substitute bond in the manner set forth above, and manually sign and date such Certificate, and no such substitute bond shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Series 1994 Bonds surrendered for exchange or replacement. No additional ordinances, orders or resolutions need be passed or adopted by the City Council of either of the Cities or any other body or person so as to accomplish the foregoing exchange or replacement of any Series 1994 Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution and delivery of the substitute bonds in the manner prescribed herein. Pursuant to Article 717k-6, V.A.T.C.S., and particularly Section 6 thereof, the duty of Minutes of City Council Q-3 Page 178 TUESDAY, OCTOBER 9, 1990 Ordinance No. exchange or replacement of any Series 1994 Bonds as aforesaid is hereby 10686 cont. imposed upon the Paying Agent/Registrar, and, upon the execution of the above Paying Agent/Registrar's Authentication Certificate, the exchanged or replaced bond shall be valid, incontestable and enforceable in the same manner and with the same effect as the Series 1994 Bonds which originally were delivered pursuant to this 1994 Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. While the Series 1994 Bonds are in a Fixed Rate Mode neither the Cities nor the Paying Agent/Registrar shall be required to transfer or exchange any Series 1994 Bond selected for redemption when such redemption is scheduled to occur within 45 calendar days; provided, however, such limitation shall not apply to an exchange by the holder of an unredeemed balance of a Series 1994 Bond called for redemption in part. E. All Series 1994 Bonds issued in exchange or replacement of any other Series 1994 Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Series 1994 Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for other Series 1994 Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Series 1994 Bonds shall be payable, all as provided, and in the manner required or indicated, in the Forms of Bond set forth in this 1994 Ordinance. If any of the officers who shall have signed or sealed any of the Series 1994 Bonds or whose facsimile signature shall be upon the Series 1994 Bonds shall cease to be such officer of the Cities before the Series 1994 Bond so signed and sealed shall have been authenticated by the Paying Agent/Registrar or delivered, such Series 1994 Bonds nevertheless may be authenticated, issued and delivered with the same force and effect as the person or persons who signed or sealed such Series 1994 Bonds or whose facsimile signature shall be upon the Series 1994 Bonds had not ceased to be such officer of the Cities; and any such Series 1994 Bond may be signed and sealed on behalf of the Cities by those persons who, at the actual date of the execution of such Series 1994 Bonds, shall be the proper officers of the Cities, although at the date of such Series 1994 Bond any such persons shall not have been such officer of the Cities. F. The Cities, acting by and through the Board, shall pay the Paying Agent/Registrar's reasonable and customary fees and charges for making transfers and exchanges of Series 1994 Bonds, but the registered owner of any Series 1994 Bond requesting such transfer or exchange shall pay any taxes or other governmental charges required to be paid with respect thereto. In addition, the Cities hereby covenant with the registered owners of the Series 1994 Bonds that they will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment the principal of and interest on the Series 1994 Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer, exchange or registration of Series 1994 Bonds solely to the extent above provided. G. The Cities covenant with the registered owners of the Series 1994 Bonds that at all times while the Series 1994 Bonds are outstanding the Cities will provide a competent and legally qualified bank, trust company, financial institution or other agency to act as and perform the services of Paying Agent/Registrar for the Series 1994 Bonds under this 1994 Ordinance, and that the Paying Agent/Registrar will be one entity. The Cities reserve the right to, and may, at their option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar. So long as the Series 1994 Bonds are in the Unit Price Mode, the Paying Agent/Registrar shall be located in New York, New York. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Cities covenant that they promptly will appoint a competent and legally qualified national or state banking institution which shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, subject to supervision or examination by federal or state authority, and whose qualifications substantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/Registrar under this 1994 Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Series 1994 Bonds, to the new Paying Agent/Registrar designated and appointed by the Cities. Upon any change in the Paying Agent/Registrar, the Cities promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Series 1994 Bonds, by United States Mail, postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this 1994 Ordinance, and a certified copy of this 1994 Ordinance shall be delivered to each Paying Agent/Registrar. Minutes of City Council Q-3 Page 179 TUESDAY, OCTOBER 9, 1990 Ordinance No.II Section 3.5. Prior Redemption or Mandatory Purchase. 10586 cont. A. Sinking Fund Redemption. The Series 1994 Bonds shall be redeemed prior to stated maturity in part by lot on November 1 in each of the years 1995 through 2011, from moneys required by Section 6.3B of this 1994 Ordinance to be deposited to the credit of the Interest and Sinking Fund at the principal amount thereof and accrued interest to date of redemption, without premium, if the Series 1994 Bonds for all or any portion of such period are in the Fixed Rate Mode and, if for any portion of such period the Series 1994 Bonds are in the Unit Price Mode, the Cities shall on Purchase Dates on or prior to each such November 1 optionally redeem Series 1994 Bonds in an aggregate principal amount equal to the moneys required by Section 6.3B to be deposited to the Interest and Sinking Fund in accordance with Section 3.5C hereof. B. Mandatory Redemption Due to Default Under Reimbursement Agreement. All Series 1994 Bonds other than Bank -Owned Bonds shall be subject to mandatory redemption at a redemption price equal to the principal amount thereof, plus accrued interest, if any, (i) if the Paying Agent/Registrar receives a notice from the Bank in writing not later than the close of business on the tenth (10th) day (or if such tenth day is not a Business Day, the next succeeding Business Day) after the day on which a drawing was made under the Letter of Credit to pay interest on such Series 1994 Bonds, that the interest portion of the Letter of Credit will not be reinstated as provided in the Letter of Credit or (ii) if the Paying Agent/Registrar receives a written notice from the Bank that an Event of Default, as defined in the Reimbursement Agreement, has occurred and is continuing and the Bank has exercised its option to terminate the Letter of Credit. Such Series 1994 Bonds subject to mandatory redemption shall be redeemed on the Redemption Date specified by the Bank in such written notice (or if such date is not a Business Day, the next succeeding Business Day). Such Redemption Date shall be not more than fifteen (15) nor less than ten (10) days after the date such notice is given and not less than five (5) Business Days before the date the Letter of Credit is to be terminated. Series 1994 Bonds redeemed pursuant to this Section shall be delivered by the Owners (with all necessary endorsements) to the office of the Paying Agent/Registrar, in New York, New York, at or before 12:00 noon on the Redemption Date, and payment of the Redemption Price shall be made by wire transfer in immediately available funds by the Paying Agent/Registrar by the close of business on the Redemption Date. The Paying Agent/Registrar shall give notice to all Owners after receipt by the Paying Agent/Registrar of such notice from the Bank stating (i) the mandatory redemption; (ii) the Redemption Date; (iii) the Redemption Price; (iv) that Series 1994 Bonds must be surrendered to collect the Redemption Price; (v) that the Letter of Credit will terminate on the date specified in such notice; (vi) that interest on such Series 1994 Bonds will cease to accrue to such Owner and such Owner will be entitled only to the Redemption Price on the Redemption Date. Such notice shall be sent by United States Mail as soon as practicable after receipt of the notice from the Bank specified in the prior paragraph. C. Optional Redemption of Unit Pricing Bonds. Series 1994 Bonds in the Unit Pricing Mode are not subject to optional redemption prior to their respective Purchase Dates. Series 1994 Bonds in the Unit Pricing Mode shall be subject to redemption at the option of the Cities on their respective Purchase Dates at a redemption price equal to the principal amount thereof, which must be made with Seasoned Funds or by drawing on the Letter of Credit. The Series 1994 Bonds in a Fixed Rate Mode shall be subject to optional redemption at the election of the Cities from any available moneys, other than moneys on deposit in the Interest and Sinking Fund on or after the May 1 or November 1 which is at least seven full years after the Mode Change Date, as a whole at any time, or in part on any Interest Payment Date at a redemption price of one hundred and two percent (102%) of the principal amount thereof declining to one hundred percent (100%) by one half of one percent (.5%) as of each succeeding May 1 and November 1. D. Notice of Redemption. At least thirty (30) days before the date fixed for any such redemption other than pursuant to Section 3.5B, the Board, acting on behalf of the Cities, shall cause a written notice of such redemption to be given to the registered owner of each Series 1994 Bond or a portion thereof being called for redemption by depositing such notice in the United States Mail, postage prepaid, addressed to each such owner at the address appearing on the Registration Books maintained by the Paying Agent/Registrar. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the principal amount of the Series 1994 Bonds to be so redeemed, plus any applicable premium thereon, and accrued interest thereon to the date fixed for redemption. If such written notice of redemption is given, and if due provision for payment is made, all as provided above, the Series 1994 Bonds, or the portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear interest after the date fixed for redemption, and shall not be regarded as being outstanding except for the purpose of receiving the funds so provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of the Series 1994 Bonds or any portion thereof. If Minutes of City Council Q-3 Page 180 Ordinance No. 10686 cont. TUESDAY, OCTOBER 9, 1990 a portion of any Series 1994 Bond shall be redeemed a substitute Series 1994 Bond or Series 1994 Bonds having the same maturity date, bearing interest at the same rate, in any Authorized Denominations, at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Cities, all as provided in this 1994 Ordinance. E. Selection. The Board, acting on behalf of the Cities, shall at least forty-five (45) days before the date fixed for any such redemption conduct the selection of the Series 1994 Bonds or portions thereof to be redeemed so that restrictions can be imposed by the Paying Agent/Registrar with respect to transfers and exchanges as provided in Section 3.4D hereof. F. Mandatory Purchase at End of Unit Pricing Rate Periods. Each Series 1994 Bond in the Unit Pricing Mode shall be subject to mandatory purchase on the Purchase Date for the current Interest Period at the Purchase Price; provided that the Owners of such Series 1994 Bonds may elect to retain such Series 1994 Bonds in accordance with the provisions of Section 6.9 unless a notice of optimal redemption has been given with respect thereto. Series 1994 Bonds purchased pursuant to this Section shall be delivered by the Owners (with all necessary endorsements) to the office of the Paying Agent/Registrar in New York, New York, at or before 12:00 noon on such Business Day, and payment of the Purchase Price shall be made by wire transfer in immediately available funds by the close of business on such Business Day. No notice of such mandatory tender shall be given to the Owners. G. Mandatory Purchase on Mode Change Date. Series 1994 Bonds to be changed to Fixed Rate Mode from the Unit Pricing Mode are subject to mandatory purchase on the Mode Change Date at the Purchase Price; provided that the Owners of such Series 1994 Bonds may elect to retain such Series 1994 Bonds in accordance with the provisions of Section 6.9. Series 1994 Bonds purchased pursuant to this Section shall be delivered by the Owners (with all necessary endorsements) to the office of the Paying Agent/Registrar in New York, New York, at or before 12:00 noon on the Mode Change Date and payment of the Purchase Price shall be made by wire transfer in immediately available funds by the close of business on the Mode Change Date. The Paying Agent/Registrar shall give notice of such mandatory tender as part of the Mode Change Notice. H. Mandatory Purchase Upon Substitution of Alternate Letter of Credit. In the event that on or prior to the forty-fifth (45th) day next preceding the Substitution Date, the Cities have failed to deliver to the Paying Agent/Registrar a Rating Confirmation Notice in connection with the delivery of an Alternate Letter of Credit, the Paying Agent/Registrar, no later than the thirtieth (30th) day next preceding the Substitution Tender Date, shall give notice to the Owners the Remarketing Agent, the Board and the Bank stating that (i) the Letter of Credit is being replaced by an Alternate Letter of Credit; (ii) the Rating Confirmation Notice has not been received; (iii) the rating on the Series 1994 Bonds is expected to be reduced or withdrawn; and (iv) the Series 1994 Bonds are required to be tendered for purchase (specifying the date and the procedures to be followed to exercise such Owner's right to retain such Owner's Series 1994 Bonds). Upon such an occurrence, the Series 1994 Bonds shall be subject to mandatory purchase on the Substitution Tender Date, unless the Owner directs that such Series 1994 Bonds not be purchased as provided in Section 6.9. Series 1994 Bonds purchased pursuant to this Section shall be delivered by the Owners (with all necessary endorsements) to the office of the Paying Agent/Registrar in New York, New York, at or before 12:00 noon on such Business Day, and payment of the Purchase Price of such Series 1994 Bonds shall be made by wire transfer in immediately available funds by the Paying Agent/Registrar by the close of business on such Business Day. I. Mandatory Purchase Upon Termination of Letter of Credit. In the event that on or prior to the forty-fifth (45th) day next preceding the termination of the Letter of Credit by its terms, the Cities have failed to deliver to the Paying Agent/Registrar an Alternate Letter of Credit or renewal of the Letter of Credit extending the term thereof unless a Mode Change Date has been established at or prior to the fifth business day prior to such termination date, the Paying Agent/Registrar, no later than the thirty-fifth (35th) day next preceding such termination date, shall give notice to the Owners, the Cities and the Board stating that (i) the Letter of Credit will terminate indicating the date and (ii) the Series 1994 Bonds are required to be tendered for purchase fifth Business Days prior to the date such Letter of Credit is to terminate. Upon such an occurrence, the Series 1994 Bonds shall be subject to mandatory purchase on the fifth Business Days prior to the date such Letter of Credit is to terminate, and payment of the Purchase Price of such Series 1994 Bonds shall be made by wire transfer in immediately available funds by the Paying Agent/Registrar by the close of business on such Business Day. Section 3.6. Bond Forms. The form of all Series 1994 Bonds, including the form of the Paying Agent/Registrar's Certificate, the Form of Assignment, and the form of the Registration Certificate of the Comptroller of Public Minutes of City Council Q-3 Page 181 M TUESDAY, OCTOBER 9, 1990 Ordinance No. Accounts of the State of Texas to accompany the Series 1994 Bonds on the 10585 cont. initial delivery thereof, and shall be, respectively, substantially as follows, with such necessary and appropriate variations, omissions and insertions as permitted or required by this 1994 Ordinance, to -wit: THIS BOND IS AT THE TIMES TENDERED OR CEASE TO BE CIRCUMSTANCES MATURITY DATE Registered Owner: Principal Amount: (FORM OF BOND UNIT PRICING MODE) UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS -FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BOND Series 1994 DATED: SEPTEMBER 1, 1990 SUBJECT TO MANDATORY TENDER FOR PURCHASE OR REDEMPTION AND IN THE MANNER SET FOR HEREIN AND MUST BE SO WILL BE DEEMED TENDERED, WILL BE REPLACED AND WILL OUTSTANDING AND TO BEAR INTEREST UNDER CERTAIN DESCRIBED HEREIN. DATE OF AUTHENTICATION CUSIP On the Maturity Date specified above, the Cities of Dallas and Fort Worth (herein collectively called the "Cities") municipal corporations duly incorporated under the laws of the State of Texas, for value received, hereby jointly promise to pay to the registered owner shown above, or to the registered assignee hereof (either being hereinafter called the "registered owner") solely from the revenues and funds described herein, the principal amount shown above on its scheduled maturity date shown above or, the date of its redemption prior to scheduled maturity, and to pay interest thereon at the rates determined as herein provided on each Interest Payment Date (as hereinafter defined) from the date of authentication if authenticated on an Interest Payment Date to which interest has been paid, or from the next succeeding Interest Payment Date if authenticated after a Record Date (as hereinafter defined) and before such Interest Payment Date, or from the last preceding Interest Payment Date to which interest has been paid (or the date of original delivery if no interest has been paid) until the principal or redemption price has been paid or provided for as aforesaid. The terms and provisions of this bond are continued on the reverse side hereof and shall for all purposes have the same effect as though fully set forth at this place. * The principal of and interest on this bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this bond shall be paid to the registered owner hereof upon presentation and surrender of this bond at maturity or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of Citibank, N.A., New York, New York, which is the initial "Paying Agent/Registrar" for this bond. The payment of interest on this bond shall be made by the Paying Agent/Registrar to the registered owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the close of business on the "Record Date," which is the day immediately preceding such Interest Payment Date by check drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Cities required to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United States mail, postage prepaid, on each such interest payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described or, in lieu of payment by check, by such other method, separately agreed to in writing by the Paying Agent/Registrar and the registered owner hereof with the risk and expense thereof to be borne solely by the registered owner. In the event of a non-payment of interest on a scheduled Interest Payment Date, 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. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date" which shall be a Business Day at least 15 days after the Special Record Date) shall be sent at least ten Business Days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of each registered owner of a bond appearing on the 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. The Cities covenant with the registered owner of this bond that no later than each principal payment date and interest payment date for this bond they will make available to the Paying Agent/Registrar, solely from the revenues and other funds described herein, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the bonds, when due. Minutes of City Council Q-3 Page 182 I �_' k,3 TUESDAY, OCTOBER 9, 1990 Ordinance No. * The bonds of this series are issuable in the denomination of $100,000 or 10686 cont. any integral multiple of $5,000 for any denomination in excess of $100,000 ("Authorized Denominations"). If the date for the payment of the principal of or interest on this bond shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized to close (a "Business Day"); and payment on such date shall have the same force and effect as if made on the original date payment was due. * Initially this series of bonds shall bear interest from and including the date of initial authentication and delivery in the Unit Pricing Mode and shall continue to bear interest in the Unit Pricing Mode unless converted to a Fixed Rate Mode, except that the Bank Bond Rate shall apply to the Bank Bonds for each day from and including the date such bond becomes a Bank Bond to, but not including, the date such bond is paid in full or is remarketed. When in the Unit Pricing Mode or when the Bank Rate is in effect, interest shall be calculated on the basis of a 365/366 day year, as the case may be, for the actual number of days elapsed. During the Unit Pricing Mode the interest rates contained in the records of the Paying Agent/Registrar shall be conclusive and binding on the registered owners of the bonds of this series and no interest rate shall exceed the Maximum Rate. * Interest Periods in a Unit Pricing Mode shall be of such duration ending on a day next preceding a Business Day or the Maturity Date, as the Authorized Representative in consultation with the Remarketing Agent shall determine. In making the determinations with respect to Interest Periods, on each Rate Determination Date for any bond, the Authorized Representative in consultation with the Remarketing Agent shall select for each such bond then subject to such adjustment the Interest Period which would result in the Remarketing Agent being able to remarket such bond at par in the secondary market at the lowest interest rate then available and for the longest Interest Period available at such rate, provided that if on any Rate Determination Date, the Authorized Representative in consultation with the Remarketing Agent determines that current or anticipated future market conditions or anticipated future events are such that a different Interest Period would result in a lower average interest cost on such bond, then the Authorized Representative in consultation with the Remarketing Agent shall select the Interest Period which in its judgment would permit such bond to achieve such lower average interest cost; provided, however, that if the Remarketing Agent has received notice from the Cities that the bonds are to be changed from the Unit Pricing Mode to the Fixed Rate Mode or one or more bonds are to be purchased in accordance with a mandatory tender, the Authorized Representative shall, with respect to such bond or bonds, select Interest Periods which do not extend beyond the Mode Change Date or the Mandatory Purchase Date. On or after 4:00 p.m. on the Business Day next preceding each Rate Determination Date for bonds in the Unit Pricing Mode, any registered owner of such bonds may telephone the Remarketing Agent and receive notice of the anticipated next Interest Period(s) and the anticipated interest rate(s) for such Interest Period(s). The registered owner of a bond in a Unit Pricing Mode may continue as the registered owner of such bond during the next Interest Period, unless such registered owner has received notice of an optimal redemption with respect to all or a portion thereof, if the registered owner, gives telephonic notice to the Remarketing Agent by 4:00 p.m. on the Business Day next preceding the Rate Determination Date (which notice shall be irrevocable). To receive payment of the Purchase Price, the registered owner of any bond in the Unit Pricing Mode must present such bond to the Paying Agent/Registrar, by 12:00 noon on the Rate Determination Date, in which case, the Paying Agent/Registrar shall pay the Purchase Price to such registered owner by the close of business on the same day. By 12:30 p.m. on each Rate Determination Date, the Authorized Representative in consultation with the Remarketing Agent shall, with respect to each bond in the Unit Pricing Mode which is subject to adjustment on such date, determine the Interest rate(s) for the Interest Periods then selected for such bond. Interest Payment Date means with respect to a bond in the Unit Pricing Mode (a) in the case of an Interest Period of 180 days or less, the Purchase Date, and (b) in the case of an Interest Period of 181 days or more, each May 1 and November 1 and the Purchase Date. * Presentation of bonds in the Unit Pricing Mode shall be required, whether or not the registered owner has elected to retain the bond for the next Interest Period, in order to permit the Paying Agent/Registrar to note on the bond the next Interest Period, the applicable Interest rate and the applicable Purchase Date; provided, however, if the registered owner has not elected to retain such bonds on such Rate Determination Date as described above, such bonds subject to purchase shall be deemed tendered and cancelled and interest shall cease to accrue on such bonds regardless of whether any such bond is presented to the Paying Agent/Registrar. * By acceptance of any bond, the registered owner thereof shall be deemed to have agreed, during each Interest Period to the interest rate, Interest Period and Purchase Date then applicable thereto and to have further agreed (unless the registered owner duly waives such sale as provided in the Minutes of City Council Q-3 Page 183 TUESDAY, OCTOBER 9, 1990 Ordinance No. preceding paragraph) to tender such bond to the Paying Agent/Registrar for 10686 cont. purchase on the Purchase Date at the Purchase Price. Such registered owner further acknowledges that if funds for such purchase are on deposit with the Paying Agent/Registrar on such Purchase Date, such registered owner shall have no rights under the 1968 Ordinance other than to receive the payment of such Purchase Price and that interest shall cease to accrue to such registered owner on such Purchase Date. * Mandatory Redemption Due to Default Under Reimbursement Agreement. All bonds other than Bank -Owned Bonds shall be subject to mandatory redemption at a redemption price equal to the principal amount thereof, plus accrued interest, if any, (i) if the Paying Agent/Registrar receives a notice from the Bank in writing not later than the close of business on the tenth (10th) day (or if such tenth day is not a Business Day, the next succeeding Business Day) after the day on which a drawing was made under the Letter of Credit to pay interest on such bonds, that the interest portion of the Letter of Credit will not be reinstated as provided in the Letter of Credit or (ii) if the Paying Agent/Registrar receives a written notice from the Bank that an Event of Default, as defined in the Reimbursement Agreement, has occurred and is continuing and the Bank has exercised its option to terminate the Letter of Credit. Such bonds subject to mandatory redemption shall be redeemed on the Redemption Date specified by the Bank in such written notice (or if such date is not a Business Day, the next succeeding Business Day). Such Redemption Date shall be not more than fifteen (15) nor less than ten (10) days after the date such notice is given and not less than five (5) Business Days before the date the Letter of Credit is to be terminated. Bonds redeemed pursuant hereto shall be delivered by the registered owners (with all necessary endorsements) to the office of the Paying Agent/Registrar, in New York, New York, at or before 12:00 noon on the Redemption Date, and payment of the Redemption Price shall be made by wire transfer in immediately available funds by the Paying Agent/Registrar by the close of business on the Redemption Date. The Paying Agent/Registrar shall give notice as soon as practicable by United States Mail to all registered owners after receipt by the Paying Agent/Registrar of such notice stating from the Bank (i) the mandatory redemption; (ii) the Redemption Date; (iii) the Redemption Price; (iv) that bonds must be surrendered to collect the Redemption Price; (v) that the Letter of Credit will terminate on the date specified in such notice; (vi) that interest on such bonds will cease to accrue to such registered owner and such registered owner will be entitled only to the Redemption Price on the Redemption Date. * Optional Redemption of Unit Pricing Bonds. Bonds in the Unit Pricing Mode are not subject to optional redemption prior to their respective Purchase Dates. Bonds in the Unit Pricing Mode shall be subject to redemption at the option of the Cities on their respective Purchase Dates at a redemption price equal to the principal amount thereof, which must be made with Seasoned Funds or by drawing on the Letter of Credit. * At least thirty (30) days before the date fixed for any such redemption, other than a mandatory redemption as a result of a default under the Reimbursement Agreement, the Dallas -Fort Worth International Airport Board (the "Board"), acting on behalf of the Cities, shall cause a written notice of such redemption to be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, postage prepaid, addressed to each such registered owner at the address appearing on the Registration Books maintained by the Paying Agent/Registrar. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the principal amount of the bonds to be so redeemed, the premium, if any, and accrued interest thereon to the date fixed for redemption. If such written notice of redemption is given, and if due provision for payment is made, all as provided above, the bonds, which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the purpose of receiving the funds so provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of this bond or any portion hereof. If a portion of any bond shall be redeemed a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in any Authorized Denominations at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Cities. * Mandatory Purchase at End of Unit Pricing Rate Periods. Each bond in the Unit Pricing Mode shall be subject to mandatory purchase on the Purchase Date for the current Interest Period at the Purchase Price or provided that the registered owners of such bonds may elect to retain such Bonds unless a notice of optimal redemption has been given with respect thereto. Bonds purchased pursuant to this Section shall be delivered by the registered owners (with all necessary endorsements) to the office of the Paying Agent/Registrar in New York, New York, at or before 12:00 noon on such Business Day, and payment of the Purchase Price shall be made by wire transfer in immediately available funds by the close of business on such Minutes of City Council Q-3 Page 184 TUESDAY, OCTOBER 9, 1990 Ordinance No. II Business Day. No notice of such mandatory tender shall be given to the 10686 cont. registered owners. * Mandatory Purchase on Mode Change Date. Bonds to be changed to Fixed Rate Mode from the Unit Pricing Mode are subject to mandatory purchase on the Mode Change Date at the Purchase Price or provided that the registered owners of such Bonds may elect to retain such Bonds. Bonds purchased pursuant to this Section shall be delivered by the registered owners (with all necessary endorsements) to the office of the Paying Agent/Registrar in New York, New York, at or before 12:00 noon on the Mode Change Date and payment of the Purchase Price shall be made by wire transfer in immediately available funds by the close of business on the Mode Change Date. The Paying Agent/Registrar shall give notice of such mandatory tender as part of the Mode Change Notice. * Mandatory Purchase Upon Substitution of Alternate Letter of Credit. In the event that on or prior to the forty-fifth (45th) day next preceding the Substitution Date, the Cities have failed to deliver to the Paying Agent/Registrar a Rating Confirmation Notice in connection with the delivery of an Alternate Letter of Credit, the Paying Agent/Registrar, no later than the thirtieth (30th) day next preceding the Substitution Tender Date, shall give notice to the registered owners the Remarketing Agent, the Board and the Bank stating that (i) the Letter of Credit is being replaced by an Alternate Letter of Credit; (ii) the Rating Confirmation Notice has not been received; (iii) the rating on the bonds is expected to be reduced or withdrawn, if applicable; and (iv) the bonds are required to be tendered for purchase (specifying the date and the procedures to be followed to exercise such registered owner's right to retain such registered owner's bonds). Upon such an occurrence, the bonds shall be subject to mandatory purchase on the Substitution Tender Date, unless the registered owner directs that such bonds not be purchased as provided in Section 6.9. Bonds so purchased pursuant to this Section shall be delivered by the registered owners (with all necessary endorsements) to the office of the Paying Agent/Registrar in New York, New York, at or before 12:00 noon on such Business Day, and payment of the Purchase Price of such bonds shall be made by wire transfer in immediately available funds by the Paying Agent/Registrar by the close of business on such Business Day. * Mandatory Purchase Upon Termination of Letter of Credit. In the event that on or prior to the forty-fifth (45th) day next preceding the termination of the Letter of Credit by its terms, the Cities have failed to deliver to the Paying Agent/Registrar an Alternate Letter of Credit or renewal of the of Credit extending the term thereof unless a Mode Change Date has been established at or prior to the fifth business day prior to such termination date, the Paying Agent/Registrar, no later than the thirty-fifth (35th) day next preceding such termination date, shall give notice to the registered owners, the Cities and the Board stating that (i) the Letter of Credit will terminate indicating the date and (ii) the bonds are required to be tendered for purchase five Business Days prior to the date such Letter of Credit is to terminate. Upon such an occurrence, the bonds shall be subject to mandatory purchase on the five Business Days prior to the date such Letter of Credit is to terminate, and payment of the Purchase Price of such bonds shall be made by wire transfer in immediately available funds by the Paying Agent/Registrar by the close of business on such Business Day. * The bonds of this series are issued under and pursuant to the laws of the State of Texas and an ordinance passed concurrently on November 11 and November 12, 1968, respectively, by the City Councils of the Cities of Dallas and Fort Worth entitled "1968 Regional Airport Concurrent Bond Ordinance" (the "1968 Ordinance") and, together with any other "Bonds" (as defined in the 1968 Ordinance) heretofore or hereafter issued in accordance with the 1968 Ordinance are equally and ratably secured by the revenues herein described. * This bond is one of a duly authorized series of bonds of like tenor and effect, except as to number, principal amount, interest rate, maturity and right of prior redemption, aggregating $215,405,000, issued by the Cities for the purpose of refunding certain of the Bonds previously issued and outstanding pursuant to the Seventeenth Supplemental Regional Airport Concurrent Bond Ordinance (the "Seventeenth Supplemental Ordinance") adopted by the City Councils of said Cities supplemental to the 1968 Ordinance. Capitalized terms used herein which are not defined have the means set forth in the Seventeenth Supplemental Ordinance. For the purpose of providing for and securing the payment of the Bonds including this series of bonds, the Cities have jointly pledged their respective interests in the "Pledged Revenues" to be derived from the ownership and operation of the Dallas -Fort Worth International Airport. Such Pledged Revenues will be on deposit from time to time in various funds created by the 1968 Ordinance and Ordinances supplemental thereto. Pledged Revenues are defined in the 1968 Ordinance to be the "Gross Revenues" of said Airport less the amount required to pay the Senior Lien Bonds mentioned next below. The lien on the revenues securing this series of bonds and the Bonds is subordinate to the lien securing outstanding bonds of the City of Fort Worth defined in said Ordinance as "Senior Lien Bonds." Reference is made to the 1968 Ordinance, as supplemented, and the ordinance authorizing this series of bonds for the definition of Gross Revenues and for a description of the revenues and funds Minutes of City Council Q-3 Page 185 <_ J TUESDAY, OCTOBER 9, 1990 Ordinance No. charged with and pledged to the payment of the interest on and principal of 10686 cont. the Bonds and the series of bonds of which this bond is one, the nature and extent of the security thereof, a statement of the rights, duties and obligations of each of the Cities, respectively, the rights and remedies of bondholders in the event of default thereunder, and the rights and priorities of the registered owners of said bonds, to all the provisions of which the registered owner hereof by the acceptance of this bond assents and agrees. * Provision has also beenmade for a direct pay Letter of Credit to additionally secure the bonds of this series. * As provided in the 1968 Ordinance, the obligations of the Cities to pay money hereon out of Pledged Revenues are joint, and not several, and except as otherwise provided therein no claim, demand, suit or judgment shall ever be asserted, entered or collected against or from one City without the other and no individual liability shall ever exceed in the case of Dallas 7/11ths of the total amount thereof, and in the case of Fort Worth 4/11ths of the total amount thereof, and, except as otherwise provided in the 1968 Ordinance, such sums shall be payable and collectable solely from the funds in which Pledged Revenues shall from time to time be on deposit. * The 1968 Ordinance, as supplemented, provides that, to the extent therein stated, the Board, acting on behalf of the Cities, shall fix and shall from time to time revise the rate of compensation for use of and for services rendered by or at the Dallas -Fort Worth International Airport which will be fully sufficient to produce Pledged Revenues adequate to pay the operation and maintenance expenses thereof plus 1.25 times the amounts required to be deposited to the credit of the Interest and Sinking Fund (established by the 1968 Ordinance) for the payment of the principal of and interest on the parity Bonds from time to time outstanding thereunder as the same shall become due and payable and to timely purchase or redeem such Bonds prior to maturity as required therein. It is further provided in said Ordinance that to the extent Pledged Revenues are not adequate for said purposes and for the additional purpose of properly and adequately maintaining and operating said Airport, the Cities pledge and obligate themselves to levy and collect the ad valorem tax defined therein as the "Maintenance Tax," and to devote the proceeds thereof to the purpose of operating and maintaining said Airport in lieu of using revenues for said purpose, subject at all times to the limits of said tax provided by law and in said Ordinance. As further provided in said Ordinance, the obligations of the Cities to levy and collect such tax are several, and not joint, and no action, claim, suit or demand shall be made against one City for the default of the other, each City's respective obligation being limited to the collection of its proportionate amount required from said tax for such purposes, all as specified in said Ordinance. * The registered owner hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. * As provided in the Seventeenth Supplemental Ordinance, this bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in any Authorized Denominations as requested in writing by the appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this bond or any portion or portions hereof in Authorized Denominations to the assignee or assignees in whose name or names this bond or any such portion or portions hereof is or are to be transferred and registered. The form of assignment printed or endorsed on this bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this bond or any portion or portions hereof from time to time by the registered owner. In the case of an assignment, transfer or exchange of a bond or bonds or any portion or portions thereof, the fees and charges of the Paying Agent/Registrar will be paid by the Cities, but any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer or exchange as a condition precedent to the exercise of such privilege. * In the event any Paying Agent/Registrar for the bonds is changed by the Cities, resigns or otherwise ceases to act as such, the Cities have covenanted in the Seventeenth Supplemental Ordinance that they promptly will appoint a competent and legally qualified substitute therefor, whose qualifications substantially are similar to the previous Paying Agent/Registrar it is replacing, and promptly will cause written notice thereof to be mailed to the registered owners of the bonds. Minutes of City Council Q-3 Page 186 TUESDAY, OCTOBER 9, 1990 Ordinance No. * By becoming the registered owner of this bond, the registered owner 10686 cont. thereby acknowledges all of the terms and provisions of the 1968 Ordinance, as supplemented, agrees to be bound by such terms and provisions, acknowledges that said Ordinance is duly recorded and available for inspection in the official minutes and records of the Cities, and agrees that the terms and provisions of this bond and said Ordinance constitute a contract between each registered owner hereof and the Cities. It is hereby certified and recited that all acts and things required by the Constitution and laws of the State of Texas to be done, to exist and to be performed precedent to and in the issuance of this bond and the series of which it is one have been done, do exist and have been performed as so required. IN WITNESS WHEREOF, the City Council of the City of Dallas, Texas, has caused the facsimile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor and countersigned by the facsimile signatures of its Director of Finance and City Secretary; and the City Council of the City of Fort Worth, Texas, has caused the facsimile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor, countersigned by the facsimile signature of its City Secretary, and approved as to form and legality by its City Attorney. COUNTERSIGNED: Director of Finance, City of Dallas, Texas City Secretary, City of Dallas, Texas COUNTERSIGNED: City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY: City Attorney, City of Fort Worth, Texas Mayor, City of Dallas, Texas Mayor, City of Fort Worth, Texas FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this bond has been issued under the provisions of said Ordinance described on the face of this bond; and that this bond has been issued in exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Paying Agent Registrar By Authorized Signature FORM OF ASSIGNMENT: ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee Please print or type name and address, including zip code of Transferee the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Minutes of City Council Q-3 Page 187 TUESDAY, OCTOBER 9, 1990 Ordinance Pio.II Signature Guaranteed: 10586 cont. NOTICE: Signatures must be guaran- teed by a member firm of the New York Stock Exchange or a commercial bank or trust company. *9 to be on reverse of bond NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement or any change whatso- ever. ** (FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO THE BONDS UPON INITIAL DELIVERY THEREOF) OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO. 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, and 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 special obligation of the Cities of Dallas and Fort Worth, Texas, payable in the manner provided by and in the ordinance authorizing same, and said Bond has this day been registered by me. WITNESS MY HAND and seal of office at Austin, Texas (Seal) **I not to be on bond RATE DETERMINATION DATE Comptroller of Public Accounts of the State of Texas INTEREST PURCHASE AUTHORIZED RATE DATE OFFICER (FORM OF BOND FIXED RATE MODE) UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS -FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BOND Series 1994 MATURITY DATE INTEREST RATE MODE CHANGE DATE CUSIP Registered Owner: Principal Amount: On the Maturity Date specified above, the Cities of Dallas and Fort Worth (herein collectively called the "Cities") municipal corporations duly incorporated under the laws of the State of Texas, for value received, hereby jointly promise to pay to the Registered Owner shown above, or to the registered assignee hereof (either being hereinafter called the "registered owner") solely from the revenues and funds described herein, the principal amount shown above and to pay interest thereon, from the mode change date of this bond specified above, to the date of its scheduled maturity or the date of its redemption prior to scheduled maturity, at the rate of interest per annum specified above, with said interest being payable on the immediately succeeding May 1 or November 1 (the "Initial Payment Date"), and semiannually on each November 1 and May 1 thereafter, except that if the Paying Agent/Registrar's Authentication Certificate appearing on the face of this bond is dated later than the Initial Payment Date, such interest is payable semiannually on each May 1 and November 1 following such date. The terms and provisions of this bond are continued on the reverse side hereof and shall for all purposes have the same effect as though fully set forth at this place. Minutes of City Council Q-3 Page 188 lcj TUESDAY OCTOBER 9 1990 Ordinance No. * The principal of and interest on this bond are payable in lawful money 10686 cont. of the United States of America, without exchange or collection charges. The principal of this bond shall be paid to the registered owner hereof upon presentation and surrender of this bond at maturity or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of Citibank, N.A., New York, New York, which is the initial "Paying Agent/Registrar" for this bond. The payment of interest on this bond shall be made by the Paying Agent/Registrar to the registered owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the close of business on the "Record Date," which is the 15th day of the month next preceding such interest payment date by check drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Cities required to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United States mail, postage prepaid, on each such interest payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described or, in lieu of payment by check, by such other method, separately agreed to in writing by the Paying Agent/Registrar and the registered owner hereof with the risk and expense thereof to be borne solely by the registered owner. In the event of a non-payment of interest on one or more maturities on a scheduled payment date, and for 30 days thereafter, a new Record Date for such interest payment for such maturity or maturities (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. 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 United States mail, first class, postage prepaid, to the address of each registered owner of a bond of such maturity or maturities appearing on the 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. The Cities covenant with the registered owner of this bond that no later than each principal payment date and interest payment date for this bond they will make available to the Paying Agent/Registrar, solely from the revenues and funds described herein, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the bonds, when due. * If the date for the payment of the principal of or interest on this bond shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. * The Series 1994 Bonds in a Fixed Rate Mode shall be subject to optional redemption at the election of the Cities from any available moneys, other than moneys on deposit in the Interest and Sinking Fund on or after the May 1 or November 1 which is at least seven full years after the Mode Change Date, as a whole at any time, or in part on any Interest Payment Date at a redemption price of one hundred and two percent (102%) of the principal amount thereof declining to one hundred percent (100%) by one half of one percent (.5%) as of each succeeding May 1 and November 1. * The bonds maturing November 1, 2012 shall be redeemed prior to stated maturity in part by lot on November 1 in each of the years 1995 through 2011, from moneys required to be deposited to the credit of the Interest and Sinking Fund at the principal amount thereof and accrued interest to date of redemption, without premium. * At least thirty (30) days before the date fixed for any such redemption, the Dallas -Fort Worth International Airport Board (the "Board"), acting on behalf of the Cities, shall cause a written notice of such redemption to be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, postage prepaid, addressed to each such registered owner at the address appearing on the Registration Books maintained by the Paying Agent/Registrar. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the principal amount of the bonds to be so redeemed, the premium, if any, and accrued interest thereon to the date fixed for redemption. If such written notice of redemption is given, and if due provision for payment is made, all as provided above, the bonds, which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the purpose of receiving the funds so provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of this bond or any portion hereof. If a portion of any bond shall be redeemed a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in aggregate Minutes of City Council Q-3 Page 189 0�ji TUESDAY, OCTOBER 9, 1990 Ordinance No. principal amount equal to the unredeemed portion thereof, will be issued to 10686 cont. the registered owner upon the surrender thereof for cancellation, at the expense of the Cities. * The bonds of this series are issued under and pursuant to the laws of the State of Texas and an ordinance passed concurrently on November 11 and November 12, 1968, respectively, by the City Councils of the Cities of Dallas and Fort Worth entitled "1968 Regional Airport Concurrent Bond Ordinance" (the "1968 Ordinance") and, together with any other "Bonds" (as defined in the 1968 Ordinance) heretofore or hereafter issued in accordance with the 1968 Ordinance are equally and ratably secured by the revenues herein described. * This bond is one of a duly authorized series of bonds of like tenor and effect, except as to number, principal amount, interest rate, maturity and right of prior redemption, aggregating $215,405,000, issued by the Cities for the purpose of refunding certain of the Bonds previously issued and outstanding pursuant to the Seventeenth Supplemental Regional Airport Concurrent Bond Ordinance (the "Seventeenth Supplemental Ordinance") adopted by the City Councils of said Cities supplemental to the 1968 Ordinance. For the purpose of providing for and securing the payment of the Bonds including this series of bonds, the Cities have jointly pledged their respective interests in the "Pledged Revenues" to be derived from the ownership and operation of the Dallas -Fort Worth International Airport. Such Pledged Revenues will be on deposit from time to time in various funds created by the 1968 Ordinance and Ordinances supplemental thereto. Pledged Revenues are defined in the 1968 Ordinance to be the "Gross Revenues" of said Airport less the amount required to pay the Senior Lien Bonds mentioned next below. The lien on the revenues securing this series of bonds and the Bonds is subordinate to the lien securing outstanding bonds of the City of Fort Worth defined in said Ordinance as "Senior Lien Bonds." Reference is made to the 1968 Ordinance, as supplemented, and the ordinance authorizing this series of bonds for the definition of Gross Revenues and for a description of the revenues and funds charged with and pledged to the payment of the interest on and principal of the Bonds and the series of bonds of which this bond is one, the nature and extent of the security thereof, a statement of the rights, duties and obligations of each of the Cities, respectively, the rights and remedies of bondholders in the event of default thereunder, and the rights and priorities of the registered owners of said bonds, to all the provisions of which the registered owner hereof by the acceptance of this bond assents and agrees. * As provided in the 1968 Ordinance, the obligations of the Cities to pay money hereon out of Pledged Revenues are joint, and not several, and except as otherwise provided therein no claim, demand, suit or judgment shall ever be asserted, entered or collected against or from one City without the other and no individual liability shall ever exceed in the case of Dallas 7/11ths of the total amount thereof, and in the case of Fort Worth 4/11ths of the total amount thereof, and, except as otherwise provided in the 1968 Ordinance, such sums shall be payable and collectable solely from the funds in which Pledged Revenues shall from time to time be on deposit. * The 1968 Ordinance, as supplemented, provides that, to the extent therein stated, the Board, acting on behalf of the Cities, shall fix and shall from time to time revise the rate of compensation for use of and for services rendered by or at the Dallas -Fort Worth International Airport which will be fully sufficient to produce Pledged Revenues adequate to pay the operation and maintenance expenses thereof plus 1.25 times the amounts required to be deposited to the credit of the Interest and Sinking Fund (established by the 1968 Ordinance) for the payment of the principal of and interest on the parity Bonds from time to time outstanding thereunder as the same shall become due and payable and to timely purchase or redeem such Bonds prior to maturity as required therein. It is further provided in said Ordinance that to the extent Pledged Revenues are not adequate for said purposes and for the additional purpose of properly and adequately maintaining and operating said Airport, the Cities pledge and obligate themselves to levy and collect the ad valorem tax defined therein as the "Maintenance Tax," and to devote the proceeds thereof to the purpose of operating and maintaining said Airport in lieu of using revenues for said purpose, subject at all times to the limits of said tax provided by law and in said Ordinance. As further provided in said Ordinance, the obligations of the Cities to levy and collect such tax are several, and not joint, and no action, claim, suit or demand shall be made against one City for the default of the other, each City's respective obligation being limited to the collection of its proportionate amount required from said tax for such purposes, all as specified in said Ordinance. * The registered owner hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. * All bonds of this series are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Seventeenth Supplemental Ordinance, this bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred and exchanged for Minutes of City Council Q-3 Page 190 TUESDAY, OCTOBER 9, 1990 Ordinance No. a like aggregate principal amount of fully registered bonds, without interest 10686 cont. coupons, payable to the appropriate registered owner, assignee or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this bond or any such portion or portions hereof is or are to be transferred and registered. The form of assignment printed or endorsed on this bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this bond or any portion or portions hereof from time to time by the registered owner. In the case of an assignment, transfer or exchange of a bond or bonds or any portion or portions thereof, the fees and charges of the Paying Agent/Registrar will be paid by the Cities, but any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer or exchange as a condition precedent to the exercise of such privilege. In any circumstance, neither the Cities nor the Paying Agent/Registrar shall be required to transfer or exchange any bonds selected for redemption when such redemption is scheduled to occur within 45 calendar days; provided, however, such limitation shall not apply to an exchange by the registered owner of an unredeemed balance of a bond called for redemption in part. * In the event any Paying Agent/Registrar for the bonds is changed by the Cities, resigns or otherwise ceases to act as such, the Cities have covenanted in the Seventeenth Supplemental Ordinance that they promptly will appoint a competent and legally qualified substitute therefor, whose qualifications substantially are similar to the previous Paying Agent/Registrar it is replacing, and promptly will cause written notice thereof to be mailed to the registered owners of the bonds. * By becoming the registered owner of this bond, the registered owner thereby acknowledges all of the terms and provisions of the 1968 Ordinance, as supplemented, agrees to be bound by such terms and provisions, acknowledges that said Ordinance is duly recorded and available for inspection in the official minutes and records of the Cities, and agrees that the terms and provisions of this bond and said Ordinance constitute a contract between each registered owner hereof and the Cities. It is hereby certified and recited that all acts and things required by the Constitution and laws of the State of Texas to be done, to exist and to be performed precedent to and in the issuance of this bond and the series of which it is one have been done, do exist and have been performed as so required. IN WITNESS WHEREOF, the City Council of the City of Dallas, Texas, has caused the facsimile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor and countersigned by the facsimile signatures of its Director of Finance and City Secretary; and the City Council of the City of Fort Worth, Texas, has caused the facsimile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor, countersigned by the facsimile signature of its City Secretary, and approved as to form and legality by its City Attorney. COUNTERSIGNED: Director of Finance, City of Dallas, Texas City Secretary, City of Dallas, Texas COUNTERSIGNED: City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY: City Attorney, City of Fort Worth, Texas Mayor, City of Dallas, Texas Mayor, City of Fort Worth, Texas Minutes of City Council Q-3 Page 191 TUESDAY, OCTOBER 9, 1990 Ordinance No. FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE 10686 cont. PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this bond has been issued under the provisions of said Ordinance described on the face of this bond; and that this bond has been issued in exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated: Paying Agent/Registrar By Authorized Signature FORM OF ASSIGNMENT: ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee Please print or type name and address, including zip code of Transferee the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints. attorney to register the transfer of the within Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signatures must be guaran- teed by a member firm of the New York Stock Exchange or a commercial bank or trust company. *9 to be on reverse of bond NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement or any change whatso- ever. ** (FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO THE BONDS UPON INITIAL DELIVERY THEREOF) OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO. 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, and 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 special obligation of the Cities of Dallas and Fort Worth, Texas, payable in the manner provided by and in the ordinance authorizing same, and said 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) **I not to be on bond Section 3.7. Remarketing Agent. The Cities hereby appoint the Remarketing Agent to remarket Series 1994 Bonds, and to keep such books and Minutes of City Council Q-3 Page 192 TUESDAY OCTOBER 9 1990 Ordinance No. records as shall be consistent with prudent industry practice and to make 10686 cont. such books and records available for inspection by the Bank, the Cities, the Board and the Paying Agent/Registrar at all reasonable times. The Remarketing Agent may resign or be discharged in accordance with the provisions of the Remarketing Agreement. Any successor Remarketing Agent shall be selected by the Board and shall be a member of the National Association of Securities Dealers, Inc., shall have a capitalization of at least fifteen million dollars ($15,000,000), and shall be authorized by law to perform all the duties set forth in this 1994 Ordinance and the Remarketing Agreement. When a Letter of Credit is in effect and so long as the Bank has not wrongfully dishonored a draw on the Letter of Credit, the Board shall obtain the Bank's consent to the appointment of such successor Remarketing Agent, which consent may be withheld only for reasons related to the successor's credit and which shall not be unreasonably withheld (provided that the Bank shall be under no liability by reasons of giving or withholding such consent). ARTICLE IV EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF Series 1994 BONDS Section 4.1. Method of Execution. Each of the Series 1994 Bonds shall be signed and executed on behalf of the City of Dallas by the facsimile signature of its Mayor and countersigned by the facsimile signatures of its Director of Finance and City Secretary, and the corporate seal of that City shall be impressed or printed or lithographed on each bond. Each of the Series 1994 Bonds shall be signed and executed on behalf of the City of Fort Worth by the facsimile signature of its Mayor and countersigned by the facsimile signature of its City Secretary; the same shall be approved as to form and legality by the facsimile signature of the City Attorney of the City, and its corporate seal shall be impressed or printed or lithographed upon each bond. All facsimile signatures placed upon the Series 1994 Bonds shall have the same effect as if manually placed thereon, all as provided in Article 717j-1, V.A.T.C.S., as amended. Section 4.2. Approval and Registration. The Board is hereby authorized to have control and custody of the Series 1994 Bonds and all necessary records and proceedings pertaining thereto pending their delivery, and the Chairman and officers and employees of the Board and of the Cities are hereby authorized and instructed to make such certifications and to execute such instruments as may be necessary to accomplish the delivery of said bonds to the Attorney General of the State of Texas and to assure the investigation, examination and approval thereof by the Attorney General of the State of Texas and their registration by the State Comptroller of Public Accounts. Upon registration of the Series 1994 Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act for him) shall manually sign the Comptroller's Registration Certificate accompanying the Series 1994 Bonds, and the seal of the Comptroller shall be impressed, or placed in facsimile, on each such certificate. The Chairman of the Board and the Executive Director of the Airport shall be further authorized to make provision for holding the initial Series 1994 Bonds with the Paying Agent/Registrar pending their delivery to make such agreements with the purchasers of said bonds as may be necessary to assure that the same will be delivered to such purchasers in accordance with the terms of sale. Section 4.3. The Sale of the Bonds. The Series 1994 Bonds are hereby sold pursuant to a forward purchase arrangement in accordance with law and the terms and conditions of a Forward Purchase Agreement, the execution and delivery of which is being separately authorized by an ordinance adopted concurrently herewith, at a price equal to the principal amount of the Series 1994 Bonds. The initial Series 1994 Bonds shall be registered in the name of Merrill Lynch Capital Markets. The initial Interest Period shall commence on September 28, 1994 and end on September 29, 1994 and the initial Interest Rate during the initial Interest Period shall be six percent (6%). ARTICLE V DISPOSITION OF BOND PROCEEDS, APPROVAL OF CREDIT AGREEMENTS Section 5.1. Disposition of Bond Proceeds. The proceeds from the sale of the Series 1994 Bonds, together with available funds herein provided, shall be applied as follows: To NCNB Texas National Bank, as paying agent for the Refunded Bonds and as Escrow Agent under the Dallas -Fort Worth Regional Airport Series 1994 Special Escrow Fund created and established with said bank in accordance with the terms of tie Dallas -Fort Worth Regional Airport Series 1994 Escrow Agreement dated October 109 1990 (the "Escrow Agreement") (i) from the Interest and Sinking Fund an amount representing amounts on deposit therein equal to the interest accruing from May 1, 1994 to November 1, 1994 (ii) the proceeds of the Series 1994 Bonds which amount will be sufficient to provide for the payment of principal of and premium coming due on the Refunded Bonds on November 1, 1994; and (iii) from the Operating Revenue and Expense Fund an amount representing the Paying Agent charges on the Refunded Bonds with respect to the payment of interest on the Refunded Bonds on November 1, 1994 and the redemption of such Bonds on said date. Minutes of City Council Q-3 Page 193 10 i -,t TUESDAY, OCTOBER 9, 1990 Ordinance No. Section 5.2. Approval of Credit Agreements. The Remarketing Agreement, 10585 cont' and Master Interest Exchange Agreement, including each supplement thereto relating to the Series 1994 Bonds, and the Forward Purchase Agreement in substantially the forms approved by the Board and forwards to the Cities for authorization and approval with such changes thereto as shall be approved by the general counsel to the Board are hereby authorized and approved by the Cities and the Board shall submit such credit agreements to the Attorney General of the State of Texas for approval in accordance with Article 717q V.A.T.C.S, as amended. Any amounts due and owing by the Board under the Master Interest Exchange Agreement and any related Rate Swap Transaction shall be Operation and Maintenance Expenses payable solely from the Operating Revenue and Expense Fund in accordance with the flow of funds and order of priority established by Section 7.3 of the 1968 Ordinance. ARTICLE VI ADOPTION OF PROVISIONS OF CERTAIN ORDINANCES, PLEDGE, INTEREST AND SINKING FUND Section 6.1. Adoption. The Series 1994 Bonds authorized hereby are parity "Refunding Bonds" as the term is defined herein and as permitted to be issued in the 1968 Ordinance, and in addition to the definitions set forth in Article II of the 1968 Ordinance heretofore adopted, for purposes of this 1994 Ordinance, Section 2.2 of Article II and Articles V through XI, both inclusive, of the 1968 Ordinance, Sections 7.2 and 7.3 of the 1970 Ordinance, Sections 7.2 and 7.4 of the 1976 Ordinance and Sections 6.4 and 7.2 of the 1977 Ordinance are hereby adopted by reference and shall be applicable to the Series 1994 Bonds for all purposes, except to the extent hereinafter specifically modified or supplemented. Section 6.2. Pledge. The principal of and the interest on the Series 1994 Bonds and the Outstanding Bonds are and shall be secured by and payable from a first lien on and pledge of the Pledged Revenues and the funds in which they shall from time to time be on deposit. Such revenues are hereby irrevocably pledged to the payment of the Outstanding Bonds, the Series 1994 Bonds and any other Bonds hereafter issued in accordance with the terms of the 1968 Ordinance. Section 6.3. Interest and Sinking Fund. In addition to all other amounts required by the 1972 Ordinance, the 1976 Ordinance, the 1977 Ordinance, the 1978 Ordinance, the 1982A Ordinance, the 1984 Ordinance, the 1984A Ordinance, the 1985 Ordinance, and the 1987 Ordinance, so long as any of the Series 1994 Bonds remain outstanding and unpaid the Board shall transfer on or before the 1st day of each month, from the Operating Revenue and Expense Fund (except for the amount of the accrued interest, if any, received from the purchasers of the Series 1994 Bonds) to the Interest and Sinking Fund, after taking into account unexpended investment earnings on deposit in the Interest and Sinking Fund: A. so long as the Series 1994 Bonds are in a Unit Pricing Mode, beginning on September 28, 1994, or as soon thereafter as is practicable and as of October 1, 1994 and each month thereafter in monthly installments an amount estimated to be necessary to provide the amount of interest to become due on the Series 1994 Bonds on all Interest Payment Dates and estimated to accrue during the next succeeding month if the Series 1994 Bonds become Fixed Rate Bonds equal monthly transfers shall be made to be able to pay the amount of interest due on the next semi-annual Interest Payment Date; B. beginning on October 1, 1994, and on the first day of each month thereafter through September 1, 2012 for each twelve-month period ending September 30, 1/12 of the amounts indicated, as follows: 1995 $ 4,690,000 2004 $14,885,000 1996 4,985,000 2005 11,995,000 1997 5,240,000 2006 13,160,000 1998 3,335,000 2007 13,680,000 1999 3,690,000 2008 19,885,000 2000 4,090,000 2009 21,095,000 2001 410,000 2010 22,800,000 2002 4,445,000 2011 25,755,000 2003 13,465,000 2012 27,800,000 If the Series 1994 Bonds are in the Fixed Rate Mode, the sinking fund payments required by this sub -paragraph B may be used to purchase Series 1994 Bonds as permitted in Section 7.4 of the 1968 Ordinance, and to the extent not so used, shall be used to redeem prior to stated maturity by lot or to pay at final maturity, on November 1 in each of the years 1995 through 2012, both inclusive, the Series 1994 Bonds maturing on November 1, 2012, at the principal amount thereof and accrued interest to date of redemption or maturity without premium. If it shall be determined that the annual transfers to the Interest and Sinking Fund required by this sub -paragraph B will produce a surplus in the Interest and Sinking Fund at maturity of the Series 1994 Bonds, the annual sinking fund payments required by this sub -paragraph B on account of the Series 1994 Bonds may be reduced in approximately equal amounts. If for all or any portion of such period the Minutes of City Council Q-3 Page 194 TUESDAY, OCTOBER 9, 1990 Ordinance No. Series 1994 Bonds are in the Unit Pricing Mode such amounts shall be applied 10686 cont. on Purchase Dates to the purchase of Series 1994 Bonds as provided in Section 3.5. C. at any time Series 1994 Bonds are in a Unit Pricing Mode and become Bank -Owned Bonds such transfers shall be made monthly as are required by the Reimbursement Agreement. Section 6.4. Establishment of Special Accounts. There is hereby established within the Interest and Sinking Fund two special accounts the "1994 Interest Account" and the "1992 Principal Amount" which shall be maintained so long as the Series 1994 Bonds are in the Unit Pricing Mode and so long as the Letter of Credit and Reimbursement Agreement are in effect. While such accounts are in existence the amounts required to be deposited to the Interest and Sinking Fund by Section 6.3 hereof shall be placed in the appropriate account and shall be withdrawn and used to reimburse the Bank for draws on the Letter of Credit for interest and principal as contemplated by Section 6.5 hereof. Section 6.5. Letter of Credit Draws; Alternate Letter of Credit; Letter of Credit Account. A. During the Unit Pricing Mode the Paying Agent/Registrar, on the third Business Day of each calendar month and on the Business Day preceding a Principal Payment Date by telex, telecopy or telegraphic demand given before 4:00 p.m. on such day, shall draw on the Letter of Credit in accordance with the terms thereof so as to receive thereunder by 1:00 p.m. on the next Business Day of such calendar month or the Principal Payment Date an amount equal to the amount of interest accrued on such Unit Pricing Bonds during the previous calendar month whether or not paid or due any payable or the amount of interest payable on the Series 1994 Bonds on such Principal Payment Date. During the Unit Pricing Mode the Paying Agent/Registrar, on the Business Day next preceding any Purchase Date or Mandatory Purchase Date, shall draw on the Letter of Credit in accordance therewith an amount equal to the interest coming due on such Purchase Date or Mandatory Purchase Date which the Paying Agent/Registrar determines is necessary to pay interest on such date after taking into consideration amounts available for such purpose in the Interest Reserve Fund. The proceeds of such draw shall be deposited in the Interest Reserve Fund. B. While the Letter of Credit is in effect, on the Business Day preceding each Principal Payment Date, the Paying Agent/Registrar shall draw on the Letter of Credit by 4:00 p.m. on such day in accordance with the terms thereof so as to receive thereunder by 1:00 p.m. on such Principal Payment Date, an amount, in immediately available funds, sufficient to enable the Paying Agent/Registrar to pay principal then payable on the Series 1994 Bonds, whether at maturity or redemption, in connection therewith. The proceeds of such draw shall be deposited in the 1992 Letter of Credit Account hereby created and established with the Paying Agent/Registrar. C. On each Purchase Date or Mandatory Purchase Date, as the case may be, the Paying Agent/Registrar, by telex, telecopy or telegraphic demand give before 1:00 p.m., shall draw on the Letter of Credit in accordance with the terms thereof so as to receive thereunder by 4:00 p.m. on such date an amount, in immediately available funds, sufficient, together with the proceeds of the remarketing of the Series 1994 Bonds, notice of the receipt of which was given the Paying Agent/Registrar by the Remarketing Agent, on such date, to enable the Paying Agent/Registrar to pay the Purchase Price in connection therewith. The proceeds of such draw shall be paid to the Paying Agent/Registrar, who shall deposit said proceeds in the 1994 Letter of Credit Purchase Account. D. Notwithstanding the foregoing previous Section, the Paying Agent/Registrar shall not draw on the Letter of Credit with respect to any payments due or made in connection with Bank -Owned Bonds. E. If at any time there shall have been delivered to the Paying Agent/Registrar (i) an Alternate Letter of Credit in substitution for the Letter of Credit then in effect, (ii) a Favorable Opinion of Bond Counsel, (iii) a Rating Confirmation Notice from Moody's, if the Series 1994 Bonds are rated by Moody's, and S&P, if the Bonds are rated by S&P, or a statement from the Authorized Representative to the effect no Rating Confirmation Notice(s) will be obtained and (iv) written evidence satisfactory to the Bank of the provision for purchase from the Bank of all Bank -Owned Bonds, at a price equal to the principal amount thereof plus accrued and unpaid interest, and payment of all amounts due it under the Reimbursement Agreement on or before the effective date of such Alternate Letter of Credit, then the Paying Agent/Registrar shall accept such Alternate Letter of Credit on the Substitution Tender Date and shall surrender the Letter of Credit then in effect to the Bank of the fifth business Day after the Substitution Tender Date. The Cities shall give the Paying Agent/Registrar and the Bank written notice of the proposed substitution of an Alternate Letter of Credit for the Letter of Credit then in effect no less than forty-five (45) days prior to the proposed Substitution Date. F. The Paying Agent/Registrar shall not sell, assign or otherwise transfer the Letter of Credit, except to a successor Paying Agent/Registrar Minutes of City Council Q-3 Page 195 TUESDAY, OCTOBER 9, 1990 Ordinance No.II hereunder and in accordance with the terms of the Letter of Credit and this 10686 cont. 1994 Ordinance. G. When the Letter of Credit is in effect, money in the Letter of Credit Account shall be used and withdrawn by the Paying Agent/Registrar on each Interest Payment Date, each Principal Payment Date and each Redemption Date to pay the principal of the Bonds (whether at maturity or redemption). Amounts in the Letter of Credit Account shall be held invested in Government Obligations maturing no later than the date such funds will be needed to pay the principal of and premium, if any, and interest on the Series 1994 Bonds, and shall be held separate and apart from all other Funds and accounts. H. There is hereby established and the Paying Agent/Registrar will hold and maintain, so long as the Letter of Credit is in effect and the Bonds are in the Unit Pricing Mode the Interest Reserve Fund. The Paying Agent/Registrar shall deposit in the Interest Reserve Fund amounts received from the Special Contingency Reserve Fund which, on September 28, 1994, will constitute Seasoned Funds in an amount equal to the Interest Reserve Fund Requirement. Additionally, the Paying Agent/Registrar shall deposit, or cause to be deposited, in the Interest Reserve Fund the proceeds of all draws made on the Letter of Credit pursuant to paragraph (A) of this Section 6.5. When the Bonds are in the Unit Pricing Mode, the Paying Agent/Registrar shall apply amounts on deposit in the Interest Reserve Fund on each Interest Payment Date, Principal Payment Date, Purchase Date or Mandatory Purchase Date to the payment of interest due and payable on Series 1994 Bonds. Upon a Mode Change Date, moneys on deposit in the Interest Reserve Fund shall be transferred from the Interest Reserve Fund to the Special Contingency Reserve Fund; provided, however, that there shall not be transferred moneys on deposit in the Interest Reserve Fund which represent interest actually accrued but not yet payable. Any moneys held by the Paying Agent/Registrar in the Interest Reserve Fund shall be held invested in Government Obligations with maturity periods not longer than such period(s) as will make such moneys available when needed. Such moneys shall be held separate and apart from all other Funds and accounts. Section 6.6. 1994 Purchase Fund. There is hereby established and there shall be maintained with the Paying Agent/Registrar, a separate fund to be known as the "1994 Purchase Fund." The Paying Agent/Registrar shall further establish a separate account within the 1994 Purchase Fund to be known as the "1994 Letter of Credit Purchase Account' and a separate account within the 1994 Purchase Fund to be known as the "1994 Remarketing Proceeds Account." (i) 1994 Remarketing Proceeds Account. Upon receipt of the proceeds of a remarketing of Series 1994 Bonds on a Purchase Date or Mandatory Purchase Date, the Paying Agent/Registrar shall deposit such proceeds in the 1994 Remarketing Proceeds Account for application to the Purchase Price of the Series 1994 Bonds. Notwithstanding the foregoing, upon the receipt of the proceeds of a remarketing of Bank -Owned Bonds, the Paying Agent/Registrar shall immediately pay such proceeds to the Bank to the extent of any amount owing to the Bank. (ii) 1994 Letter of Credit Purchase Account. Upon receipt of the immediately available funds transferred to the Paying Agent/Registrar pursuant to Section 6.5(C) hereof, the Paying Agent/Registrar shall deposit such money in the 1994 Letter of Credit Purchase Account for application to the Purchase Price of the Series 1994 Bonds to the extent that the moneys on deposit in the 1994 Remarketing Proceeds Account shall not be sufficient. Any amounts deposited in the Letter of Credit Purchase Account and not needed with respect to any Purchase Date or Mandatory Purchase Date for the payment of the Purchase Price for any Series 1994 Bonds shall be immediately returned to the Bank. Amounts held in the 1994 Letter of Credit Purchase Account and the 1994 Remarketing Proceeds Account by the Paying Agent/Registrar shall be held uninvested and separate and apart from all other funds and accounts. Section 6.7. Source of Funds for Purchase of Series 1994 Bonds. By the close of business on the Purchase Date or the Mandatory Purchase Date, as the case may be, the Paying Agent/Registrar shall purchase tendered Series 1994 Bonds from the Owners at the Purchase Price. Funds for the payment of such Purchase Price shall be derived solely from the following sources in the order of priority indicated and the Paying Agent/Registrar shall not be obligated to provide funds from any other source: (i) immediately available funds on deposit in the 1994 Remarketing Proceeds Account; and (ii) immediately available funds on deposit in the 1994 Letter of Credit Purchase Account. Minutes of City Council Q-3 Page 196 TUESDAY, OCTOBER 9, 1990 Ordinance No. Section 6.8. Delivery of Series 1994 Bonds and Undelivered Series 1994 10 686 cont. Bonds. On each Purchase Date or Mandatory Purchase Date, as the case may be, the Series 1994 Bonds shall be delivered as follows: (a) Series 1994 Bonds sold by the Remarketing Agent shall be delivered by the Remarketing Agent to the purchasers of those Series 1994 Bonds by 3:00 p.m.; and (b) Series 1994 Bonds purchased by the Paying Agent/Registrar with moneys described in Section 6.7(ii) shall be registered immediately in the name of the Bank or its nominee on or before 1:30 p.m. If Series 1994 Bonds to be purchased are not delivered by the Owners to the Paying Agent/Registrar by 12:00 noon on the Purchase Date or the Mandatory Purchase Date, as the case may be, the Paying Agent/Registrar shall hold any funds received for the purchase of those Series 1994 Bonds in trust in a separate account and shall pay such funds to the former Owners of the Series 1994 Bonds upon presentation of the Series 1994 Bonds. Such undelivered Series 1994 Bonds shall cease to accrue interest as to the former Owners on the Purchase Date or the Mandatory Purchase Date, as the case may be, and moneys representing the Purchase Price shall be available against delivery of those Series 1994 Bonds at the Principal Office of the Paying Agent/Registrar. The Paying Agent/Registrar shall authenticate a replacement Series 1994 Bond for any undelivered Series 1994 Bond which may then be remarketed by the Remarketing Agent. Section 6.9. Owner's Election to Retain. The Owner of a Series 1994 Bond subject to mandatory purchase pursuant to Sections 3.5 F, G and H may elect to retain such Series 1994 Bond (or a portion thereof) after the Mandatory Purchase Date in the following manner: (a) If such Series 1994 Bond is in the Unit Pricing Mode and is subject to mandatory purchase at the end of a Unit Pricing Period pursuant to Section 3.5(F) as described in Section 3.3(B), the Owner may elect to retain such Series 1994 Bond for an additional Interest Period by giving electronic notice of such election to the Remarketing Agent by 4:00 p.m. on the Business Day next preceding the Purchase Date for such Series 1994 Bonds, unless such Series 1994 Bond is to be redeemed on such date or if such date is also a Mode Change Date or a Substitution Tender Date. (b) If the Series 1994 Bond is subject to mandatory purchase on a Mode Change Date, the Owner of such Series 1994 Bond may elect to retain such Series 1994 Bond (or portion thereof) by giving an irrevocable written notice to the Paying Agent/Registrar prior to 4:00 p.m. on the fifteenth (15th) day preceding the Mode Change Date which shall (i) state that the person delivering the notice is an Owner, (ii) specify the numbers and denominations of Series 1994 Bonds (or portions thereof) to be retained, (iii) acknowledge that such Owner has received the Mode Change Notice, and (iv) direct the Paying Agent/Registrar not to purchase the Series 1994 Bond (or portion thereof) so specified; (c) If the Series 1994 Bond is subject to mandatory purchase pursuant to a Substitution of Alternate Letter of Credit, the Owner of such Series 1994 Bond may elect to retain such Bond (or portion thereof) by giving an irrevocable written notice to the Paying Agent/Registrar prior to 4:00 p.m. on the fifth (5th) Business Day preceding the Substitution Tender Date which shall (i) state that the person delivering the notice is an Owner, (ii) specify the numbers and denominations of Series 1994 Bonds (or portions thereof) to be retained, and (iii) acknowledge that the Owner has received notice of the events leading to the mandatory purchase and understands that the rating on the Series 1994 Bonds is expected to be lowered, if applicable, and that the prior Bank will have no further liability on the Series 1994 Bonds after the Substitution Tender Date; and (d) Any such notice delivered to the Paying Agent/Registrar shall be irrevocable and binding upon the Owner delivering the notice and upon subsequent Owners of such Series 1994 Bonds, including any Series 1994 Bonds issued in exchange therefor or upon transfer thereof; provided that the Series 1994 Bond or portion thereof retained, and the portion thereof to be purchased if only a portion is retained, shall be in an amount equal to an Authorized Denomination for the Mode applicable to such Series 1994 Bond after such Mandatory Purchase Date. Not later than 11:00 a.m. on the Business Day following the receipt of an irrevocable written notice of an election described in subsection (b) or (c) of this Section, the Paying Agent/Registrar shall notify the Remarketing Agent by Electronic Means of the principal amount of the Series 1994 Bonds to be retained and shall promptly thereafter mail to the Remarketing Agent a copy of such notice. Section 6.10. Transfers to Paying Agent/Registrar. While the Series 1994 Bonds are in the Fixed Rate Mode, the Director of Finance shall make transfers of funds on deposit in the Interest and Sinking Fund for payment of the principal of and interest on the Series 1994 Bonds to the Paying Agent/Registrar on the applicable due dates and redemption dates in immediately available funds. Minutes of City Council Q-3 Page 197 TUESDAY, OCTOBER 9, 1990 Ordinance No.II ARTICLE VII 10686 cont. MISCELLANEOUS COVENANTS AND PROVISIONS Section 7.1. Use of Bond Proceeds. A. The Cities covenant to and with the purchasers of the Series 1994 Bonds that they will make no use of the proceeds of such Bonds at any time throughout the term of such Bonds which, if such use had been reasonably expected on the date of delivery of such Bonds to and payment for such Bonds by the purchasers, would have caused such Bonds to be arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or any regulations or rulings pertaining thereto; and by this covenant the Cities are obligated to comply with the requirements of the aforesaid Section 148 and all applicable and pertinent Department of the Treasury regulations relating to arbitrage bonds. The Cities further covenant that the proceeds of such Bonds will not otherwise be used directly or indirectly so as to cause all or any part of such Bonds to be or become arbitrage bonds within the meaning of the aforesaid Section 148, or any regulations or rulings pertaining thereto. The Cities further covenant to comply with the requirements of Sections 148(d) and 148(f) of the Code including restrictions on reserve fund investments and limitations on investments in nonpurpose obligations and the requirement of such Section that certain earnings on nonpurpose obligations be paid to the United States. B. The Cities covenant to and with the purchasers of the Series 1994 Bonds that they will make no use of the proceeds of such Bonds at any time throughout the term of such Bonds which would cause the interest to be paid on the Series 1994 Bonds to not be exempt from all present federal income taxes under existing statutes, regulations, published rulings and court decisions except possibly as provided by Section 147(a) of said Code, with respect to any Series 1994 Bond for any period during which such Bond is held by a person who is a substantial user of the facilities financed or refinanced with the proceeds of the Series 1994 Bonds, or by a "related person" as defined in the applicable provisions of the Code. C. The Cities covenant to and with the purchasers of the Series 1994 Bonds that the facilities financed or to be financed with the proceeds of the Refunded Bonds have or will have a remaining average reasonably expected economic life of at least 84 percent of the average maturity of the Series 1994 Bonds determined under Section 147(b) of the Code. Section 7.2. Covenant Not to Impair. The Cities covenant that the Dallas -Fort Worth Regional Airport Use Agreement, entered into between the Board and various airlines, as amended by the Second Amendment, dated as of October 1, 1981, the Passenger Service Special Facilities Agreement, dated as of April 1, 1972, and the Capital Improvement Trust Account Agreement dated as of April 1, 1972, as amended as of October 1, 1981, will not be amended, altered or rescinded in any manner so as to impair the rights or security of the holders of the Series 1994 Bonds. Section 7.3. Observance of Covenants. The Board, the officers, employees and agents are hereby directed to observe, comply with and carry out the terms and provisions of this Series 1994 Ordinance. Section 7.4. Damaged, Mutilated, Lost, Stolen or Destroyed Bonds. A. In the event any outstanding Series 1994 Bond is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new bond of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Series 1994 Bond, in replacement for such Series 1994 Bond in the manner hereinafter provided. B. Application for replacement of damaged, mutilated, lost, stolen or destroyed Series 1994 Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Series 1994 Bond, the applicant for a replacement bond shall furnish to the Cities and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a Series 1994 Bond, the applicant shall furnish to the Cities and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Series 1994 Bond, as the case may be. In every case of damage or mutilation of a Series 1994 Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Series 1994 Bond so damaged or mutilated. C. Notwithstanding the foregoing provisions of this Section, in the event any such Series 1994 Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Series 1994 Bond, the Cities may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Series 1994 Bond) instead of issuing a replacement Series 1994 Bond, provided security or indemnity is furnished as above provided in this Section. Minutes of City Council Q-3 Page 198 193 TUESDAY, OCTOBER 9, 1990 Ordinance No. D. Prior to the issuance of any replacement bond, the Paying 10686 cont. Agent/Registrar shall charge the owner of such Series 1994 Bond with all legal, printing and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Series 1994 Bond is lost, stolen or destroyed shall constitute a contractual obligation of the Cities whether or not the lost, stolen or destroyed Series 1994 Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this 1994 Ordinance equally and proportionately with any and all other Series 1994 Bonds duly issued under this 1994 Ordinance. E. In accordance with Section 6 of Art. 717k-6, V.A.T.C.S., as amended, this Section of this 1994 Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the Cities or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with the effect, as provided in Section 3.4D of this 1994 Ordinance for Series 1994 Bonds issued in exchange for other Series 1994 Bonds. ARTICLE VIII AMENDMENTS TO ORDINANCE This 1994 Ordinance may be amended by concurrent ordinances adopted by the City Councils, in the same manner as provided in the 1968 Ordinance for the amendment of the 1968 Ordinance. ARTICLE IX SEVERABILITY, REPEAL AND COUNTERPARTS Section 9.1. Ordinance Irrepealable. After any of the Series 1994 Bonds shall be issued, this 1994 Ordinance shall constitute a contract between the Cities and the owner or owners of the Series 1994 Bonds from time to time outstanding, and this 1994 Ordinance shall be and remain irrepealable until the Series 1994 Bonds and the interest thereon shall be fully paid, cancelled, refunded or discharged or provision for the payment thereof shall be made. Section 9.2. Severability. If any Section, paragraph, clause or provision of this 1994 Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this 1994 Ordinance. If any Section, paragraph, clause or provision of the Contract and Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of the Contract and Agreement, or of any other provisions of this 1994 Ordinance not dependent directly for effectiveness upon the provision of the Contract and Agreement thus declared to be invalid and unenforceable. Section 9.3. Repealer. All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of any such inconsistency. Section 9.4. Counterparts. This 1994 Ordinance may be executed in counterparts, and when duly passed by both Cities, and separate counterparts are duly executed by each City, the Ordinance shall be in full force and effect. Introduced Council Member Zapata introduced an ordinance and made a motion that it be adopted. an Ordinance The motion was seconded by Mayor Pro tempore Gilley. The motion, carrying with it the adoption of said ordinance, prevailed by the following vote: AYES: Mayor Bolen; Mayor Pro tempore Gilley; Council Members Zapata, Garrison, Granger, McCray, Meadows, and Chappell NOES: None ABSENT: Council Member Webber The ordinance, as adopted, is as follows: Ordinance No. 10687 CITY OF FORT WORTH ORDINANCE NO. 10687 AN ORDINANCE ADOPTED CONCURRENTLY BY THE CITY COUNCIL OF THE CITIES OF DALLAS AND FORT WORTH AUTHORIZING THE EXECUTION OF CERTAIN ESCROW AGREEMENTS RELATING TO DALLAS -FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BONDS, SERIES 1992 AND 1994, AND APPROVING RELATED CREDIT AGREEMENTS INCLUDING CERTAIN ESCROW AND FORWARD PURCHASE AGREEMENTS Minutes of City Council Q-3 Page 199 tiro TUESDAY, OCTOBER 9, 1990 Ordinance No. WHEREAS, concurrently herewith the City Councils, respectively, of the 106 87 cont. Cities of Dallas and Fort Worth (the "Cities") have adopted the Sixteenth and Seventeenth Supplemental Regional Airport Concurrent Bond Ordinance authorizing the issuance of the Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992 and 1994 (collectively, the "Bonds"); and WHEREAS, the Joint Revenue Bonds to be refunded are to be paid and retired, pursuant to the terms of the Dallas -Fort Worth International Airport Series 1992 Escrow Agreement with respect to the Series 1982 Joint Revenue Bonds to be refunded and the Dallas -Fort Worth International Airport Series 1994 Escrow Agreement with respect to the Series 1984 and Series 1984A Joint Revenue Bonds to be refunded (collectively, the "Escrow Agreements") between the Cities of Dallas and Fort Worth and NCNB Texas National Bank; and WHEREAS, the Bonds are to be sold by the Cities pursuant to a forward purchase arrangement in accordance with the terms and conditions of the Forward Purchase Agreements (the "Forward Purchase Agreements") which has previously been approved by the Dallas -Fort Worth International Airport Board and forwarded on for action by the Cities. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS, TEXAS: NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: That the Escrow Agreements in substantially the forms attached hereto and made a part hereof as Exhibits A and B and the Forward Purchase Agreements in substantially the form attached hereto as Exhibits C and D, are 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 Agreements and Forward Purchase Agreements. The Escrow Agreements and Forward Purchase Agreements 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 Agreements and Forward Purchase Agreements 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 legality by the City Attorney. Council 1 Proposa a There was presented Council Proposal No. CP -150 (Revised), dated October 2, 1990, C Counci (Revised) from Council Member David Chappell, as follows: Tax Abatement Pol i y SUBJECT: RESOLUTION AMENDING TAX ABATEMENT POLICY RECOMMENDATION: It is recommended that a resolution be developed amending the Tax Abatement Policy, as follows: 1. At the time of application for an abatement, the applying party shall submit reasonable estimates of: (A) The projected construction dollars to be spent on the project and a percentage of such dollars that would be awarded to Fort Worth contractors and sub -contractors. (B) The projected number of employees and payroll of the company and a projected estimate of such employees and payroll that would reside in Fort Worth during the abatement period. (C) The projected total annual supplier and professional service contracts in terms of dollars, and the projected percentages of each such category that will be awarded to Fort Worth companies and entities, during the abatement period. (D) The abatement recipient shall annually present the City with modification of the projections with an explanation of the reasons for alteration. 2. Any individual or entity which receives a tax abatement from the City of Fort Worth shall provide information requested by the City including, but not limited to, the following: (A) The number of dollar amounts of all construction contracts and subcontracts awarded on the job, specifying which companies are Fort Worth entities. (To be provided quarterly.) (B) The total number of employees of the company, their total salaries, the number of employees who reside in Fort Worth and their gross Minutes of City Council Q-3 Page 200 TUESDAY, OCTOBER 9, 1990 Council Member salaries. These jobs shall be reported in job classifications Council Proposal appropriate to the employees. (To be provided annually.) CP -150 (Revised) read as follows: "It is cunt. re Tax (C) The gross dollars spent on supplier and professional service Abatement Policy contracts, broken down to demonstrate the amounts by contract enterprises awarded and performed by Fort Worth individuals and entities. (To in contracting opportunities in the public be provided semi-annually.) end of each City (D) If the dollars or percentages do not equal the original or City fiscal year, the company receiving the Council approved modified projections, the party receiving the report on the dollar abatement shall state the explanation for the failure to meet the amount of contracts awarded to DBE's. projection, together with a recommended course of rectification. 3. It is the policy of the City of Fort Worth that, an agreed upon percentage of the employees of companies receiving an abatement shall reside in Fort Worth. At the end of each City fiscal year, the company receiving the abatement shall submit a certified list of employees with their addresses to the City Council. If the percentage is below that agreed upon for the prior year, the abatement shall be lowered for the next year on a pro rata basis. A separate calculation shall occur yearly. Council Member Council Member McCray requested that Council Proposal No. CP -150 (Revised) be McCray re CP -150 amended to include Item No. 4 on Page 2 to read as follows: "It is the policy of the (DBE's) (Revised) amended City of Fort Worth to encourage the use of disadvantaged business enterprises Item No. 4 on Page in contracting opportunities in the public and private sector. At the end of each City 2 fiscal year, the company receiving the abatement shall submit a report on the dollar amount of contracts awarded to DBE's. Council Member Council Member Chappell made a motion, seconded by Council Member Meadows, that Chappell re CP -150 Council Proposal No. CP -150 (Revised), as amended by Council Member McCray and as (Revised) amended amended by replacing the word "shall" by "may" in the third sentence of Paragraph 3, Paragraph 2, Page Page 2, be adopted. When the motion was put to a vote by the Mayor, it prevailed 2 1 unanimously. Mayor Pro tempore Mayor Pro tempore Gilley requested that, as staff develops the resolution amending Gilley re Tax the Tax Abatement Policy, a better definition be derived as to what constitutes a Fort ,abatement Policy Worth company. As. Vicki Park Ms. Vicki Park, representing the Fort Worth Chamber of Commerce, appeared before re CP -150 (Revised the City Council and expressed support for the residency requirement and for Council Tax Abatement Member Chappell's proposed amendment to Council Proposal No. CP -150 (Revised). Policy Mr. Timothy Stewar Mr. Timothy Stewart, 6209 Vel Drive East, appeared before the City Council and re CP -150 (Revised expressed support for the residency requirement and for Council Member Chappell's Tax Abatement Poli proposed amendment for Council Proposal No. CP -150 (Revised) regarding the resolution amending Tax Abatement Policy. When the motion, that Council Proposal No. CP -150 (Revised) as amended be adopted, was put to a vote by the Mayor, it prevailed unanimously. Council Proposal There was presented Council Proposal No. CP -155 proposed by City Council Member No. CP -155 Kay Granger stating that J and J Lifestyles at 5924 Boca Raton has been licensed by Texas Alcoholic Beverage Commission as a wine and beer retailer for on and off premise consumption and with a late hour permit for one year; that the bar permit's renewal date is October 25, 1990; that citizen complaints have been made regarding late night noise and disturbances coming from the parking lot of the permitted premises; that there has been no improvement in or resolution of the problems during the past year; that members of the Woodhaven Neighborhood Association plan to file a protest application with TABC regarding these licenses; that the City Attorney has standing to file this protest; that cost of litigation and legal and police staff to pursue this protest would be absorbed in the existing budget; and recommending that the City Council direct the City Attorney to file a protest against the renewal of alcoholic beverage permits held by J and J Lifestyles Bar, located at 5924 Boca Raton, with the Texas Alcoholic Beverage Commission. On motion of Council Member Granger, seconded by Council Member Chappell, the recommendation was adopted. Council Member Council Member Chappell made a motion, seconded by Council Member McCray, that Granger appt. to Council Member Kay Granger be appointed to the Committee on Committees, Advisory the Committee on Boards, and Commissions. When the motion was put to a vote by the Mayor, it prevailed Committees,Advisorlr unanimously. Boards & Conmissio s Council Member Zapata advised the City Council that Council Member Virginia Nell Webber's appointment as a representative on the Texas Municipal League Board of Directors marks the first time a minority from a large municipality has been appointed to the Texas Municipal League Board of Directors. OC S-18 8 re There was presented Mayor and Council Communication No. OCS-188 from the Office of Contractor's Bond the City Secretary recommending that a Parkway Contractor's Bond issued to Southeast Southeast Pipeline pipeline Contractors, Inc., be cancelled effective October 13, 1990. It was the Contractors, Inc. consensus of the City Council that the recommendation be adopted. OCS-189 Notices There was presented Mayor and Council Communication No. OCS-189 from the Office of of Claims the City Secretary recommending that notices of claims regarding alleged damages and/or injuries be referred to the Risk Management Department, as follows: Minutes of City Council Q-3 Page 201 "ra07 A.0 .-01.0 TUESDAY, OCTOBER 9, 1990 Woodrow W. Graham 1. Claimant: Woodrow W. Graham Date Received: September 27, 1990 Date of Incident: About 1 year ago Location of Incident: 1154 E. Oleander Estimate of Damages/ Injuries: $916.07 Nature of Incident: Claimant alleges damages as the result of the sale of property and the alleged non -receipt of proceeds from sale. Alta Mesa Church 2. Claimant: Alta Mesa Church of Christ of Christ Date Received: September 27, 1990 Date of Incident: Week of August 6, 1990 Location of Incident: NE Corner of Alta Mesa Blvd. & Hulen Estimate of Damages/ Injuries: $280.00 - $397.00 Nature of Incident: Claimant alleges damages to its property as the result of City crewmen repairing a fire main. Cynthia Marie Stehi 3. Claimant: Cynthia Marie Stehr Date Received: September 27, 1990 Date of Incident: April 12, 1990 Location of Incident: 14300 Statlev Blvd. Estimate of Damages/ Injuries: $900.00 Nature of Incident: Claimant alleges damages as the result of the sale of her cat at Fort Worth Animal Control. (Andre Dewayne Thom :s 4. Claimant: Andre Dewayne Thomas Date Received: September 27, 1990 Date of Incident: September 19, 1990 Location of Incident: Wilbarger and North 820 Estimate of Damages/ Injuries: Undeclared Nature of Incident: Claimant alleges damages to his automobile as the result of loose gravel falling from a City -owned vehicle (dump truck). Kirk A i i en Brandt 5. Claimant: Kirk Allen Brandt - minor, Kirk and Pat - minor, Kirk and Brandt - Parents Pat Brandt - Parents Date Received: October 1, 1990 Date of Incident: June 10, 1990 Location of Incident: Trinity Park (across from Botanic Garden) Estimate of Damages/ Injuries: Undeclared Nature of Incident: Claimants allege damages and injuries to their son Kirk Allen Brandt, a minor, as the result of a fall. Wanda Bolt 6. Claimant: Wanda Bolt Date Received: October 2, 1990 Date of Incident: September 18, 1990 Location of Incident: I-30 near Hulen Street Estimate of Damages/ Injuries: $161.07 Nature of Incident: Claimant alleges damages to her automobile as the result of an object falling from a City -owned vehicle (truck). Lisa Bradshaw 7. Claimant: Lisa Bradshaw Date Received: October 2, 1990 Date of Incident: August 19, 1990 Location of Incident: Killian and Pate Estimate of Damages/ Injuries: $4,525.00 Nature of Incident: Claimant alleges injuries sustained as the result of falling into a hole. It was the consensus of the City Council that the recommendation be adopted. OCS-190 re There was presented Mayor and Council Communication No. OCS-190 from the Office of Corresondence from the City Secretary recommending that correspondence from Ms. Shirley Kitchens, Shirley Kitchens 13 Cypress Court, Trophy Club, Texas, expressing opposition to the sale of animals for laboratory experiments be referred to the Office of the City Manager. It was the consensus of the City Council that the recommendation be adopted. OCS-191 re appoint There was presented Mayor and Council Communication No. OCS-191 from the Office of a voting delegate the City Secretary recommending that the City Council appoint a voting delegate and two and two alternate alternate voting delegates to the 1990 Annual Congress of Cities. Council Member voting de+egates Chappell made a motion, seconded by Council Member Meadows, that Council Member to the 1990 Annual Louis J. Zapata be appointed as the voting delegate and that Council Members William N. Congress of Citie s Garrison and Eugene McCray be appointed as the alternate voting delegates to the 1990 Minutes of City Council Q-3 Page 202 TUESDAY, OCTOBER 9, 1990 OCS-191 cont. Annual Congress of Cities. When the motion was put to a vote by the Mayor, it prevailed unanimously. Mayor Pro tempore Gilley excused himself from the Council table at this time. M&C G-8845 re There was presented Mayor and Council Communication No. G-8845 from the City Martin Dies Manager stating that the City Council authorized the employment of the law offices of Martin Dies on April 12, 1988, to assist the City in litigation to recover the costs associated with the removal of certain asbestos containing materials from City -owned facilities; that the City Council authorized the employment of Maxim Engineers on March 28, 1989, by Mayor and Council Communication No. C-11545 to conduct a survey for asbestos containing materials in City -owned facilities; that Maxim Engineers took samples of materials and forwarded the samples to Arthur N. Rohl Associates, Inc., for constituent analysis and product identification; that this information will be used during the course of litigation to recover the abatement cost of the asbestos containing material; that funds are available in Fund FE71, 534060 0157120, Lawsuit Expenses; and recommending that the City Manager be authorized to make payment to Arthur N. Rohl Associates, Inc., in the amount of $6,250.00 for laboratory testing for constituent analysis and product identification of asbestos -containing acoustical and/or fireproofing material. It was the consensus of the City Council that the recommendation be adopted. M&C G-8846 re There was presented Mayor and Council Communication No. G-8846 from the City Lawsuit_Styled Manager, as follows: Paul Sylvester Araujo vs Ka thieen SUBJECT: SETTLEMENT OF LAWSUIT STYLED PAUL SYLVESTER ARAUJO VS. KATHLEEN A. A. Prei ssi nger PREISSINGER RICE CAUSE NO. 096-121564-89 Rice RECOMMENDATION: It is recommended that the City Council authorize the payment of $1,600, approve the compromise settlement and release of the City's herein -described claims and lien, authorize payment of the City's costs of court in this matter and authorize the appropriate City personnel to execute the documents, including releases, necessary to complete this settlement. BACKGROUND: This case arises out of a motor vehicle collision occurring on or about July 14, 1987. The collision involved a City police vehicle operated by Paul Sylvester Araujo and a privately owned vehicle operated by Kathleen A. Preissinger Rice. Mr. Araujo filed and settled a workers' compensation claim arising out of the accident resulting in a lien in the City's favor in the approximate amount of $18,063.00. Mr. Araujo subsequently filed the above referenced personal injury suit against Ms. Rice seeking damages, and the City intervened seeking to enforce the above-mentioned lien. In addition, Ms. Rice and Crum & Forster Personal Insurance (hereinafter Crum & Forster), the insurance carrier for Ms. Rice, filed suit against the City in County Court at Law No. 1, seeking to enforce a motor vehicle property damage claim arising out of the accident. The suit was later expanded to include a claim by Ms. Rice against the City for alleged personal injuries. The City also proposes a counter -claim against Ms. Rice for damage to its police vehicle. That County Court at Law suit was later consolidated into the referenced suit. The proposed settlement of this case would include the following: the City would pay Ms. Rice $1,600 in satisfaction of her personal injury claim, Crum & Forster would pay the City $500 in satisfaction of the City's claim for property damage, Crum & Forster would pay Mr. Araujo $2,500 in satisfaction of his personal injury claim, the City would release any lien it may have for workers' compensation benefits paid, the $2,500 paid to Mr. Araujo would in turn be paid to the City in compromise of its claim based on the above-mentioned lien, the City would release Ms. Rice and Crum & Forster, Crum & Forster and Ms. Rice would release the City, there would be certain additional releases between parties other than the City and the City would pay only its taxable costs of court. Minutes of City Council Q-3 Page 203 FINANCING: Sufficient funds are available in the Commercial/City Self -Insurance Fund FE -71, Center No. 0157120, Lawsuit Payments and Cost. Expenditure will be made from Account No. 534050. It was the consensus of the City Council that the recommendation, as contained in Mayor and Council Communication No. G-8846, be adopted. M&C G-8847 re There was presented Mayor and Council Communication No. G-8847 from the City Public Event Dept. Manager stating that the Public Event Department entered into a multi-year agreement agreement with with the Appaloosa Horse Club in January 1990 to host its World Championship Show; that Appaloosa Horse this will require "stalling" up to 650 horses in the livestock barns on the south side Club of the 3200, 3300, and 3400 Blocks of Crestline; that, to facilitate the safe movement of these horses to the show arenas within Will Rogers Memorial Center, the Public Events Department is requesting the temporary closure of Crestline Road from Gendy Street to Harley Street from Tuesday October 30, 1990, through Monday, November 12, 1990; and recommending that the City Council approve the request of the Public Events Department to temporarily close Crestline Road between Gendy Street and Harley Street Minutes of City Council Q-3 Page 203 fir` -s -1 TUESDAY, OCTOBER 9, 1990 M&C, G-8847 cont. for the Appaloosa Horse Club's World Championship Show on October 30, 1990, through re ,appaloosa Horse November 12, 1990. It was the consensus of the City Council that the recommendation be Club agreement adopted. M&C G-8848 re There was presented Mayor and Council Communication No. G-8848 from the City Janice Hobson Manager stating that Janice Hobson filed a claim for personal injury and property filed a claim damage allegedly sustained on August 3, 1990, at Mitchell Boulevard and Martin Luther King Freeway Service Road as the result of a collision with a City of Fort Worth vehicle; that, while admitting no liability in this matter, the Risk Management Department has negotiated with Ms. Hobson, through her attorney, and has agreed to a settlement of $12,500.00 subject to City Council approval; stating that funds are available in Fund FE71, Center No. 0157110, Account No. 534030; and recommending that the City Council approve settlement of the claim filed by Janice Hobson and authorize expenditure of the sum of $12,500.00 for settlement agreed to by Ms. Hobson, her attorney, and the City of Fort Worth. It was the consensus of the City Council that the recommendations be adopted. M&C G-8849 re There was presented Mayor and Council Communication No. G-8849 from the City Millie Sneed Manager stating that Willie Sneed filed a claim for personal injuries and property filed a claim damage allegedly sustained on May 26, 1990, as a result of being struck by a City vehicle; that, while admitting no liability in this matter, the Risk Management Department has negotiated with Mr. Sneed, through his attorney, and has agreed to a settlement of $12,600.00 subject to City Council approval; stating that funds are available in Fund FE71, Center No. 0157110, Account No. 534030; and recommending that the City Council approve settlement of claim filed by Willie Sneed and authorize expenditure of the sum of $12,600.00 for the settlement agreed to by Mr. Sneed, his attorney, and the City of Fort Worth. It was the consensus of the City Council that the recommendations be adopted. M&C G-8850 re There was presented Mayor and Council Communication No. G-8850 from the City Changes in Manager, as follows: Personnel Rules and Regulations SUBJECT: CHANGES TO PERSONNEL RULES AND REGULATIONS RECOMMENDATION: It is recommended the City Council adopt the attached resolution concerning revisions of the Personnel Rules and Regulations. ADMINISTRATION OF THE COMPENSATION PLAN (C-1) Defines use of the hourly rate in the compensation plan as an accounting convenience not a designation of exempt or non-exempt status under applicable overtime law. OVERTIME PAY/COMPENSATORY TIME FOR MUNICIPAL EMPLOYEES (C-4) Deletes statement referring to transfer of Crash/Security employees compensatory time over 120 hours to Major Medical Leave. This transfer was accomplished before application of FLSA on April 15, 1986. Removes statement referring to Crash/Security employees in the Aviation Department. Crash/Security employees were transferred to the Fire Department on October 1, 1989. Current regulation states department heads may grant time off for exempt employees not to exceed the amount of time worked. Revision changes statement to allow time off not to exceed the amount of extra time worked. Adds paragraph that there shall be no deductions from the compensation of exempt employees for absences of less than one day if the employee has exhausted sick or annual leave, except in cases of disciplinary action. Adds paragraph which provides for disciplinary action if an employee does not correctly report time worked in excess of forty hours and time not reported will not be compensated at any time. Revises Appendix 5.2, Forms 14-006A and 14-0068, by removing the sentence specifying that compensatory time must be used within 90 days. WAGE - HOUR POLICY: WORK TIME (HOURS WORKED) (C-26) Expands and further defines when time in attendance at training sessions and other meetings is compensable or non -compensable. WAGE - HOUR POLICY: RECORDING WORK TIME (C-28) Adds paragraph which provides for disciplinary action if an employee does not correctly report time worked in excess of forty hours and time not reported will not be compensated at any time. Adds paragraph that there shall be no deductions from the compensation of exempt employees for absences of less than one day if the employee has exhausted sick or annual leave, except in cases of disciplinary action. Minutes of City Council Q-3 Page 204 tii �0 TUESDAY, OCTOBER 9, 1990 M&C G-8850 cont. WAGE - HOUR POLICY: PAID NON -WORK TIME (CODED HOURS) (C-29) Changes in Personnel Rules and Regula- Adds paragraph that there shall be no deductions from the compensation of tions exempt employees for absences of less than one day if the employee has exhausted sick or annual leave, except in cases of disciplinary action. It was the consensus of the City Council that the recommendation, as contained in Mayor and Council Communication No. G-8850, be adopted. Introduced Mayor Pro tempore Gilley introduced a resolution and made a motion that it be resolution adopted. The motion was seconded by Council Member Zapata. The motion, carrying with it the adoption of said resolution, prevailed by the following vote: AYES: Mayor Bolen; Mayor Pro tempore Gilley; Council Members Zapata, Garrison, Granger, McCray, Meadows, and Chappell NOES: None ABSENT: Council Member Webber The resolution, as adopted, is as follows: Resolution No. RESOLUTION NO. 1677 1577 A RESOLUTION CLARIFYING THE ADMINISTRATIVE POLICY OF THE CITY RESPECTING DEDUCTIONS FROM COMPENSATION OF EMPLOYEES EXEMPT FROM THE OVERTIME PROVISIONS OF THE FAIR LABOR STANDARDS ACT. WHEREAS, due to recent developments and clarifications of the provisions of the Fair Labor Standards Act, and particularly those provisions pertaining to salary deductions for absences from work duties for less than a full day by City employees who are exempt from the overtime provisions of the Act and who have exhausted accumulated sick and personal leave benefits; and WHEREAS, at all times it has been the intent of the Council that all relevant applicable provisions of the Fair Labor Standards Act be followed by the City administration; and WHEREAS, the Council is satisfied that any noncompliance which may have occurred pertaining to said Fair Labor Standards Act regulations was not the result of any ordinance or written City policy, was inadvertent, in good faith, and was not due to any intentional noncompliance with said Act; and WHEREAS, it is the desire and intent of the Council that the City's administrative compensatory practices with regard to employees who are exempt from the overtime provisions of the Fair Labor Standards Act continue to be in full compliance with the requirements of that Act and the applicable regulations promulgated thereunder; and WHEREAS, Section 2-138 of the Fort Worth City Code provides that the Personnel Director shall prepare personnel policies wh— ich shall provide for such rules, practices and procedures as may be necessary for the effective administration of the City's Employee Compensation Plan, and WHEREAS, such personnel policies, when approved by the City Manager, shall be proposed to the City Council, and the Council may, by resolution, adopt them with or without amendment; and WHEREAS, the Personnel Director has prepared proposed revisions to the City's personnel policies consisting of regulations necessary to clarify the City's policies in conformance with the Federal Labor Standards Act; WHEREAS, such policies have been approved by the City Manager and proposed to the City Council; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH: That the City Council hereby adopt, without amendment, these attached revisions to the "Personnel Rules and Regulations" to facilitate administration of the City's Employee Compensation Plan as provided in Section 2-138 of the Fort Worth City Code . M&C G-8851 re There was presented Mayor and Council Communication No. G-8851 from the City For t Worth Botanic 1 Manager stating that the Fort Worth Botanical Society, Inc., has announced a gift of Society, Inc. a gi I t $11,183.77 to the Park and Recreation Department to fund for six months the salary and of $11,183.77 to benefits of a Gardener II who is assigned to the Japanese Garden area in the Botanic the Japanese Garde'.Garden and assists with overall maintenance; and recommending that the City Council: 1. Accept a gift from the Fort Worth Botanical Society, Inc., in the amount of $11,183.77 for the purpose of funding the salary and benefits of a Gardener II position at the Fort Worth Botanic Garden for a period of six months; and Minutes of City Council Q-3 Page 205 <�tf1L" TUESDAY, OCTOBER 9, 1990 M&C G-8851 cont. Fort Worth 2. Adopt the attached appropriations ordinance increasing estimated Botanical Society receipts and appropriations by $11,183.77 in the Special Trust Inc. a gift to Fund FE72, Center No. 080502101050, Gardener for Japanese Gardens, from the Japanese GardEn increased revenues. On motion of Council Member Chappell, seconded by Council Member Garrison, the recommendations were adopted. Introduced Council Member Chappell introduced an ordinance and made a motion that it be Ordinance adopted. The motion was seconded by Council Member Garrison. The motion, carrying with it the adoption of said ordinance, prevailed by the following vote: AYES: Mayor Bolen; Council Members Zapata, Garrison, Granger, McCray, Meadows, and Chappell NOES: None ABSENT: Mayor Pro tempore Gilley and Council Member Webber The ordinance, as adopted, is as follows: Ordinance No. ORDINANCE NO. 10688 10588 AN ORDINANCE INCREASING THE ESTIMATED RECEIPTS IN THE SPECIAL TRUST FUND, FE72, CENTER 080502101050 OF THE CITY OF FORT WORTH FOR THE FISCAL YEAR 1989-90 BY THE SUM OF $11,183.77 AND APPROPRIATING SAID $11,183.77 TO THE SPECIAL TRUST FUND, FE72, CENTER 080502101050 FOR THE PURPOSE OF FUNDING THE SALARY AND BENEFITS OF A GARDENER II POSITION FOR THE JAPANESE GARDENS AT THE FORT WORTH BOTANIC GARDEN FOR A PERIOD OF SIX MONTHS; PROVIDING FOR A SEVERABILITY CLAUSE; MAKING THIS ORDINANCE CUMULATIVE OF PRIOR ORDINANCES AND REPEALING ALL PRIOR ORDINANCES IN CONFLICT HEREWITH; PROVIDING FOR ENGROSSMENT AND ENROLLMENT; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: SECTION 5. This ordinance shall take effect and be in full force and effect from and after the date of this passage, and it is so ordained. M&C G-8852 There was presented Mayor and Council Communication No. G-8852 from the City accepted Manager stating that the City Council authorized City Secretary Contract No. 16635 on donation from the August 8, 1988, by Mayor and Council Communication No. C-11159 with the Fuller Fuiler Foundation Foundation in which the Fuller Foundation agreed to pay the entire cost of the maintenance of the Adelaide Polk Fuller Memorial Garden at the Botanic Garden; that the City Council voted to accept the donation of that garden from the Fuller Foundation and to name it; that construction is nearing completion and the Park and Recreation Department is prepared to begin maintenance of the Adelaide Polk Fuller Memorial Garden and to fill the related two full-time positions funded by the Fuller Foundation; and recommending that the City Council accept a gift from the Fuller Foundation in the amount of $54,570.00 for the purpose of funding the entire cost of the maintenance of the Adelaide Polk Fuller Memorial Garden at the Fort Worth Botanic Garden for a period of one year; and adopt an appropriations ordinance increasing estimated receipts and appropriations by $54,570.00 in the Special Trust Fund FE72, Center No. 080502101080, Fuller Garden Maintenance, from increased revenues. On motion of Council Member Chappell, seconded by Council Member Granger, the recommendations were adopted. Introduced Council Member Chappell introduced an ordinance and made a motion that it be Ordinance adopted. The motion was seconded by Council Member Granger. The motion, carrying with it the adoption of said ordinance, prevailed by the following vote: AYES: Mayor Bolen; Council Members Zapata, Garrison, Granger, McCray, Meadows, and Chappell . NOES: None ABSENT: Mayor Pro tempore Gilley and Council Member Webber The ordinance, as adopted, is as follows: Ordinance No. ORDINANCE NO. 10689 10689 AN ORDINANCE INCREASING THE ESTIMATED RECEIPTS IN THE SPECIAL TRUST FUND, FE72, CENTER 080502101080 OF THE CITY OF FORT WORTH FOR THE FISCAL YEAR 1989-90 BY THE SUM OF $54,570.00 AND APPROPRIATING SAID $54,570.00 TO THE SPECIAL TRUST FUND, FE72, CENTER 080502101080 FOR THE PURPOSE OF FUNDING THE ENTIRE COST OF THE MAINTENANCE OF THE ADELAIDE POLK FULLER MEMORIAL GARDEN AT THE FORT WORTH BOTANIC GARDEN FOR A PERIOD OF ONE YEAR; PROVIDING FOR A SEVERABILITY CLAUSE; MAKING THIS ORDINANCE CUMULATIVE OF PRIOR ORDINANCES AND REPEALING ALL PRIOR ORDINANCES IN CONFLICT HEREWITH; PROVIDING FOR ENGROSSMENT AND ENROLLMENT; AND PROVIDING AN EFFECTIVE DATE. Minutes of City Council Q-3 Page 206 I A.0 _J • TUESDAY, OCTOBER 9, 1990 Ordinance No. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: 10689 cont. SECTION 5. AYES: Mayor Bolen; Council Members Zapata, Garrison, Granger, McCray, Meadows, and Chappell NOES: None ABSENT: Mayor Pro tempore Gilley and Council Member Webber The ordinance, as adopted, is as follows: Ordinance No. ORDINANCE NO. 10690 10690 AN ORDINANCE INCREASING THE ESTIMATED RECEIPTS IN THE SPECIAL TRUST FUND, FE72, CENTER 080502101040 OF THE CITY OF FORT WORTH FOR THE FISCAL YEAR 1989-90 BY THE SUM OF $18,069.14 AND APPROPRIATING SAID $18,069.14 TO THE SPECIAL TRUST FUND, FE72, CENTER 080502101040 FOR THE PURPOSE OF FUNDING THE SALARY AND BENEFITS OF AN ADMINISTRATIVE ASSISTANT POSITION AT THE FORT WORTH BOTANIC GARDEN FOR A PERIOD OF NINE MONTHS; PROVIDING FOR A SEVERABILITY CLAUSE; MAKING THIS ORDINANCE CUMULATIVE OF PRIOR ORDINANCES AND REPEALING ALL PRIOR ORDINANCES IN CONFLICT HEREWITH; PROVIDING FOR ENGROSSMENT AND ENROLLMENT; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: SECTION 5. This ordinance shall take effect and be in full force and effect from and after the date of this passage, and it is so ordained. Fort Worth Garden There was presented Fort Worth Garden Club, Inc., has announced a gift of Club, Inc. a gift $18,069.14 to the Park and Recreation Department to fund nine months salary and of $18,069.14 for benefits of an Administrative Assistant to coordinate activities and supervise an Administrative personnel and contractors associated with the Garden Center of the Botanic Garden; that Assistant to the Garden Club has announced its intention to contribute in the future to continue the coordinate the funding of this Administrative Assistant position; and recommending that the City Garden Center Council accept a gift from the Fort Worth Garden Club, Inc., in the amount of $18,069.14 for the purpose of funding the salary and benefits of an Administrative Assistant position at the Fort Worth Botanic Garden for a period of nine months and adopt an appropriations ordinance increasing estimated receipts and appropriations by $18,069.14 in the Special Trust Fund FE72, Center No. 080502101040, Botanic Garden Center, from increased revenues. On motion of Council Member Chappell, seconded by Introduced Ordinana Council Member Granger, the recommendations were adopted. Introduced Ordinan Council Member Chappell introduced an ordinance and made a motion that it be adopted. The motion was seconded by Council Member Granger. The motion, carrying with it the adoption of said ordinance, prevailed by the following vote: AYES: Mayor Bolen; Council Members Zapata, Garrison, Granger, McCray, Meadows, and Chappell NOES: None ABSENT: Mayor Pro tempore Gilley and Council Member Webber The ordinance, as adopted, is as follows: Ordinance No. ORDINANCE NO. 10690 10690 AN ORDINANCE INCREASING THE ESTIMATED RECEIPTS IN THE SPECIAL TRUST FUND, FE72, CENTER 080502101040 OF THE CITY OF FORT WORTH FOR THE FISCAL YEAR 1989-90 BY THE SUM OF $18,069.14 AND APPROPRIATING SAID $18,069.14 TO THE SPECIAL TRUST FUND, FE72, CENTER 080502101040 FOR THE PURPOSE OF FUNDING THE SALARY AND BENEFITS OF AN ADMINISTRATIVE ASSISTANT POSITION AT THE FORT WORTH BOTANIC GARDEN FOR A PERIOD OF NINE MONTHS; PROVIDING FOR A SEVERABILITY CLAUSE; MAKING THIS ORDINANCE CUMULATIVE OF PRIOR ORDINANCES AND REPEALING ALL PRIOR ORDINANCES IN CONFLICT HEREWITH; PROVIDING FOR ENGROSSMENT AND ENROLLMENT; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: SECTION 5. AYES: Mayor Bolen; Council Members Zapata, Garrison, Granger, McCray, Meadows, and Chappell NOES: None ABSENT: Mayor Pro tempore Gilley and Council Member Webber The ordinance, as adopted, is as follows: Minutes of City Council Q-3 Page 207 This ordinance shall take effect and be in full force and effect from and after the date of this passage, and it is so ordained. M&C G-8854 There was presented Mayor and Council Communication No. G-8854 from the City re Fort Worth Manager stating that the Fort Worth Garden Club, Inc., has announced a gift of Garden Club, Inc. $10,855.85 to the Park and Recreation Department to fund six months salary and benefits a gift to the of a Clerk Typist to schedule renters and perform all duties associated with this Park and Recreation responsibility in the Garden Center of the Botanic Garden; and recommending that the of $10,855.85 City Council accept a gift from the Fort Worth Garden Club, Inc., in the amount of $10,855.85 for the purpose of funding the salary and benefits of a Clerk Typist position at the Fort Worth Botanic Garden for a period of six months; and adopt an appropriations ordinance increasing estimated receipts and appropriations by $10,855.85 in the Special Trust Fund FE72, Center No. 080502101060, Botanic Garden Center Personnel, from increased revenues. On motion of Council Member Chappell, seconded by Council Member Granger, the recommendations were adopted. Introduced Ordinana Council Member Chappell introduced an ordinance and made a motion that it be adopted. The motion was seconded by Council Member Granger. The motion, carrying with it the adoption of said ordinance, prevailed by the following vote: AYES: Mayor Bolen; Council Members Zapata, Garrison, Granger, McCray, Meadows, and Chappell NOES: None ABSENT: Mayor Pro tempore Gilley and Council Member Webber The ordinance, as adopted, is as follows: Minutes of City Council Q-3 Page 207 Ordinance No. 10691 MU1 C, G-8855 re Application for Economic Development Administration Grant for Use In The Stockyards Area TUESDAY, OCTOBER 9, 1990 ORDINANCE NO. 10691 AN ORDINANCE INCREASING THE ESTIMATED RECEIPTS IN THE SPECIAL TRUST FUND, FE72, CENTER 080502101060 OF THE CITY OF FORT WORTH FOR THE FISCAL YEAR 1989-90 BY THE SUM OF $10,855.85 AND APPROPRIATING SAID $10,855.85 TO THE SPECIAL TRUST FUND, FE72, CENTER 080502101060 FOR THE PURPOSE OF FUNDING THE SALARY AND BENEFITS OF A CLERK TYPIST POSITION AT THE FORT WORTH BOTANIC GARDEN FOR A PERIOD OF SIX MONTHS; PROVIDING FOR A SEVERABILITY CLAUSE; MAKING THIS ORDINANCE CUMULATIVE OF PRIOR ORDINANCES AND REPEALING ALL PRIOR ORDINANCES IN CONFLICT HEREWITH; PROVIDING FOR ENGROSSMENT AND ENROLLMENT; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: SECTION 5. This ordinance shall take effect and be in full force and effect from and after the date of this passage, and it is so ordained. There was presented Mayor and Council Communication No. G-8855 from the City Manager, as follows: SUBJECT: APPLICATION FOR ECONOMIC DEVELOPMENT ADMINISTRATION GRANT FOR USE IN THE STOCKYARDS AREA RECOMMENDATION: It is recommended that the City Council authorize the City Manager to submit a grant application to the U. S. Department of Commerce's Economic Development Administration in the amount of $7,500,000 for infrastructure improvements in the Stockyards area and accept and execute the grant, if offered. DISCUSSION: In December of 1985, the City of Fort Worth was notified that Public Law 99-100 mandated that it was to receive a $4,500,000 grant from the Economic Development Administration (EDA) "for the continued renovation, construction, rehabilitation and establishment of economic development facilities and related infrastructure improvements in the Fort Worth Stockyards". As a result of federal budget reductions mandated by the Gramm-Rudman -Hollings bill, the amount available was reduced to $4,306,000. The following year, Public Law 99-500 provided an additional $7,500,000 for the Stockyards area. After numerous delays, on September 12, 1989 (M&C G-8210), the City Council authorized the City Manager to submit a grant application to EDA in the amount of $11,800,000 for the infrastructure projects in the Stockyards. In a letter from the Regional EDA Director dated May 17, 1990, the City was informed that EDA had ruled that: 1. The $7,500,000 grant was to be made available at full federal expense; 2. The $4,306,000 grant would be subject to local match of about $1,076,500; and 3. The City must resubmit separate preapplications for two grants, each element of which "must stand on its own merit as a valid competitive economic development project". The City has formally requested that EDA reconsider its ruling that the $4,306,000 grant is subject to local share participation. As of to date there has been no response. Since the $7,500,000 grant is at full federal expense, it is recommended an application be submitted to EDA for processing at this time. PROJECT DESCRIPTION: Outlined below is a list of projects recommended for inclusion in the application and the associated costs. They are basically the same ones that were included in the original application. In identifying projects, staff attempted to recommend those that would facilitate future economic development activities in the area. 1) Main Street Bridge (Over Marine Creek) Reconstruction - bridge reconstruction is needed both to make it capable of handling traffic associated with Main Street improvements and to make it Marine Creek throughflow compatible with the existing and proposed improvements to the stream basin hydrology. The existing structure is an obstacle both to the current road traffic and drainage characteristics and dynamics of flowage. Estimated Project Cost: $950,000; Minutes of City Council Q-3 Page 208 TUESDAY, OCTOBER 9, 1990 MSC G-8855 cont. 2) Marine Creek Channel Improvements Project - This is a new phase of an re Application for ongoing project. Previously significant improvements were made in the Economic Development channel and park amenities along the floodway both upstream and in the Administration Grant heart of the Stockyards area. This proposed phase will build on and for Use in the complement past work. It involves mid -channel corrections and dee in Stockyards Area in the zone of prior improvements (Main Street to N.E. 23rd Street) plus extension of both channel and floodway improvements downstream to the historic railway bridge about 1,150 feet south of 23rd Street. Estimated Project Cost: $3,431,300; 3) Northside (Cowtown) Coliseum Auxiliary Alley Project - This project will curb, gutter, and pave an alley of the east side of the Coliseum which is currently unsightly and subject to drainage problem spillovers to past improvements in this area. It is complimentary to the Rodeo Street and Plaza improvements on the west side of the Coliseum. Estimated Project Cost: $148,800; 4) Northside Coliseum Auxiliary Alley Lighting Project - Provides appropriate street lighting for the preceding project above. Estimated Project Cost: $20,350; 5) Exchange Avenue (North Main east to railway crossing) Curb and Gutter Replacement - Stockyards h1stor1r_c'main street in this section has brick surface. Curb/gutter replacement is needed to improve drainage and to stabilize the street surface frame. Estimated Cost: $67,600; 6) Marine Creek Landscaping, Pedestrian Bridge, Walkways, and Lighting - Extension of public park improvements to the south of existing Saunders Park, creating a continuously inviting park -pedestrian way environment between Exchange Avenue and N.E. 23rd Street. Estimated Cost: $515,850; 7) Saunders Park -Marine Creek Landscaping Addition - This project will complement and be integrated with the preceding. It involves acquisition of a triangular-shaped piece of land adjacent to the zone of project 6). Present use of this property detracts from the improvements of project 6). To eliminate this foreboding incompatibility, the subject property will be reconditioned and landscaped so as to enhance the park and pedestrian walkways. This area will also be integrated with proposed drainage projects. Project Cost: $735,000; 8) Marine Tributary Drainage Project, Phase 2 - Phase 1 of this project has been completed with City CIP funding. The second phase is the critical upstream portion of the project. Estimated Cost: $857,000; 9) North Houston Avenue (20th Street to 24th Street) Reconstruction - North-South street important to Stockyards area traffic circulation. Estimated Cost: $334,000; 10) N.W. 23rd Street (North Main to Clinton Avenue) Reconstruction and Drainage Im_ rroovements - A key east -west street at the southern edge of the NatronHistoric District. Estimated Project Cost: $281,500; 11) Stockyards Area Signage and Entranceway Landscaping - The purpose of i this project s to improve the appearance and effectiveness of key locations serving as gateways into the Stockyards area by strategically placing well-designed, attractive signage with a backdrop of landscaping. Estimated Cost: $158,600; FINANCING: Since this grant will be funded 100% by the Economic Development Administration, no City funds will be required. Council Member Council Member Zapata advised the City Council that he will be abstaining from the Zapata abstaining vote on Mayor and Council Communication No. G-8855, Application for Economic from voting G-8855 Development Administration Grant for use in the Stockyards Area. City Attorney City Attorney Adkins advised the City Council that Council Member Zapata is Adkins re G-8855 disqualified because he owns property on one of the streets included in the application. Council Member Council Member Chappell advised the City Council that he has been advised that he Chappeil re G-8855 does not have a conflict of interest involving the Application for Economic Development Administration Grant for use in the Stockyards Area. Council Member Chappell made a motion, seconded by Council Member McCray, that the recommendation, as contained in Mayor and Council Communication No. G-8855, be adopted. When the motion was put to a vote by the Mayor, it prevailed by the following vote: AYES: Mayor Bolen; Council Members Garrison, Granger, McCray, Meadows, and Chappell NOES: None Minutes of City Council Q-3 Page 209 ,->,I ,, 1 r 0 M&C G-8856 Ordinance Renewing The Franchise of Lone Star Gas Comp To Use City of For Worth Streets and Rights -Of -Way TUESDAY, OCTOBER 9, 1990 ABSENT: Mayor Pro tempore Gilley and Council Member Webber NOT VOTING: Council Member Zapata There was presented Mayor and Council Communication No. G-8856 from the City Manager, as follows: SUBJECT: ORDINANCE RENEWING THE FRANCHISE OF LONE STAR GAS COMPANY TO USE ny CITY OF FORT WORTH STREETS AND RIGHTS-OF-WAY RECOMMENDATION: It is recommended that the City Council adopt the attached ordinance renewing the franchise of Lone Star Gas Company, a division of Enserch Corporation, to use the streets, alleys and thoroughfares of the City for the purpose of laying, maintaining and operating therein pipelines to services its customers located within the City. nTCrIICCTnN- City Ordinance No. 5299, which granted Lone Star Gas Company the privilege to use the City's streets and rights-of-way to lay and operate the Company's gas lines, has expired. City staff has conducted extensive negotiations with the Lone Star Gas officials, and the result is the attached ordinance. Under the proposed franchise ordinance, Lone Star Gas Company will pay the City a fee of four percent (4%) of the following: (a) Gross receipts received by the Company from the sale of gas to customers within the City; (b) Gross receipts received by the Company from the transportation of gas to customers within the City; and (c) Purchase price paid by customers for gas consumed within the corporate limits of City and transported by the Company, but not sold by the Company. The calculation of gross receipts shall include sales to residential, commercial, industrial and governmental customers within the corporate limits of the City of Fort Worth. The previous ordinance, while prescribing a fee of four percent (4%) of gross receipts, did not include industrial and governmental customers in the calculation of gross receipts. Other major improvements in the franchise ordinance include: (a) a requirement that the Company provide advance notice to the City of work within the City streets except for emergencies; (b) a requirement that the Company provide the City advance notice prior to acquiring private easements along existing or proposed thoroughfares; (c) a provision that the City will not grant a franchise with more favorable terms to any other entity desiring to sell, deliver, or transport gas within the City; (d) a change in the franchise fee due dates, moving the due date from 75 days to 45 days from the preceding calendar quarter; and (e) a provision allowing the City to increase the percentage it may charge on gross receipts and to charge Lone Star Gas new or additional taxes or fees should the State Legislature permit home -rule cities to do so. The term of the ordinance is twenty-five years from its effective date. The City retains the right to require the Company to relocate its facilities located within the street right-of-way at no cost to the. City, if necessary for street construction, or reconstruction, or relocation of City owned utility lines and if such work is done for the benefit of the general public. On motion of Council Member Garrison, seconded by Council Member McCray, the recommendation, as contained in Mayor and Council Communication No. G-8856, was adopted. Introduced Council Member Garrison introduced an ordinance and made a motion that it be Ordinance adopted. The motion was seconded by Council Member McCray. The motion, carrying with it the adoption of said ordinance, prevailed by the following vote: AYES: Mayor Bolen; Council Members Zapata, Garrison, Granger, McCray, Meadows, and Chappell NOES: None ABSENT: Mayor Pro tempore Gilley and Council Member Webber Minutes of City Council Q-3 Page 210 �c_ TUESDAY, OCTOBER 9, 1990 The ordinance, as adopted, is as follows: Ordinance No. 1069 ORDINANCE NO. 10692 AN ORDINANCE GRANTING A FRANCHISE TO LONE STAR GAS COMPANY, A DIVISION OF ENSERCH CORPORATION, A CORPORATION, ITS SUCCESSORS AND ASSIGNS, TO USE THE STREETS, ALLEYS AND PUBLIC THOROUGHFARES OF THE CITY OF FORT WORTH, TEXAS, FOR THE PURPOSE OF LAYING, MAINTAINING, USING AND OPERATING THEREIN PIPELINES TO HANDLE GAS FURNISHED TO RESIDENTIAL, COMMERCIAL AND INDUSTRIAL CUSTOMERS LOCATED IN SAID CITY; DIRECTING HOW, WHEN AND AT WHOSE COST LINES SHALL BE INSTALLED, EXTENDED, RELAYED, REPAIRED, LOWERED AND RELOCATED; PROVIDING FOR REGULATION BY THE CITY AND COMPLIANCE WITH ALL LAWS; PROVIDING FOR TRAFFIC CONTROL DEVICES AND FOR PROTECTION OF THE PUBLIC; PROVIDING THAT THE CITY SHALL BE HELD HARMLESS FROM ANY DAMAGES CAUSED BY THE INSTALLATION, EXTENSION, RELAYING, REPAIRING, MAINTENANCE, LOWERING AND RELOCATION OF SUCH LINES; PROVIDING FOR A NON-EXCLUSIVE FRANCHISE; PROVIDING FOR DEPOSITS, REASONABLE CHARGES, RULES AND REGULATIONS FOR GAS SERVICE TO CUSTOMERS; PROVIDING FOR THE EXTENSION OF MAINS TO SERVE CONSUMERS; PROVIDING FOR THE PAYMENT OF A FEE OR CHARGE FOR THE USE OF SUCH STREETS, ALLEYS, AND PUBLIC WAYS; PROVIDING FOR THE MAINTENANCE AND INSPECTION OF RECORDS AND ACCOUNTS AND FINANCIAL AND OPERATIONAL REPORTS, AND FOR THE FURNISHING OF AN AUDIT TO THE CITY; PROVIDING FOR THE INSPECTION BY THE CITY OF THE COMPANY'S PLANT, EQUIPMENT, AND OTHER PROPERTY; PROVIDING FOR THE CITY'S REGULATION AND FIXING OF RATES AND CHARGES FOR SERVICE TO GAS CUSTOMERS; MAKING THIS ORDINANCE CUMULATIVE OF PRIOR ORDINANCES; REPEALING ALL ORDINANCES AND PROVISIONS OF THE FORT WORTH CITY CODE IN CONFLICT HEREWITH; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR PUBLICATION; PROVIDING FOR ENGROSSMENT AND ENROLLMENT; PROVIDING FOR ACCEPTANCE HEREOF BY LONE STAR GAS COMPANY; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: SECTION 23. That this ordinance shall be in full force and effect from and after its passage, publication and written acceptance by Company as above specified, and it is so ordained. M&C P-4499 re There was presented Mayor and Council Communication No. P-4499 from the City towing services foi, Manager submitting a tabulation of bids received for purchase agreements for towing the Police Dept. services for the Police Department; stating that funds are available in General Fund GG01, Center No. 0353303, Account No. 539120; and recommending that the City Council authorize: 1. Purchase agreements with the following vendors up to the amount specified below for the provision of towing services for the Police Auto Pound for a maximum amount of $1,000,000.00 net. Zone 1 Tom Beard's Towing and Recovery Bivins Wrecker Service Earl's Wrecker Service Eastside Wrecker Service McCradic's Wrecker Service Fort Worth R & L Wrecker Service Zone 2 Ballard's Wrecker Service Clarence Cornish Wrecker Service DeLeon's Wrecker Service Fred Morris Wrecker Service Norman's Wrecker Service Thomas Wrecker Service Zone 3 A-1 Wrecker Service Ace Wrecker Service Buddy's Wrecker Service Hubbard's Wrecker Service Jeno's Wrecker Service J. L. Milner Wrecker Service Zone 4 ABC Wrecker Service Auto World Towing and Recovery Minutes of City Council Q-3 Page 211 68,200.00 62,360.00 60,500.00 63,140.00 60,140.00 55,000.00 22,170.00 39,700.00 42,380.00 33,460.00 47,250.00 46,200.00 35,990.00 31,990.00 32,470.00 33,880.00 31,740.00 31,620.00 30,260.00 32,850.00 &C P-4499 cont. TUESDAY, OCTOBER 9, 1990 Central Wrecker Service Guy Simons Wrecker Service J & H Wrecker Service White's Wrecker Service Total 29,810.00 35,140.00 36,990.00 36,760.00 $1,000,000.00 2. The agreement to begin October 26, 1990, and end one year later. It was the consensus of the City Council that the recommendations be adopted. M&C P-4500 re There was presented Mayor and Council Communication No. P-4500 from the City sludge hauling for Manager submitting a tabulation of bids received for an annual purchase agreement to the Plater Dept. provide sludge hauling for the Water Department; stating that funds are available in Water and Sewer Fund PE45, Center No. 0705002, Account No. 539120; and recommending that the purchase agreement be authorized with B&M Trucking on its low bid of $2.25 per cubic yard, and that the agreement be effective upon date of authorization by City Council and expire one year later. It was the consensus of the City Council that the recommendations be adopted. M&C L-10225 re There was presented Mayor and Council Communication No. L-10226 from the City irregularly-shaped Manager recommending that the City pay a total consideration of $300.00 for an parcei of land Lot irregularly-shaped parcel of land out of Lot 4, Francis Cook Subdivision, as recorded 4, Francis Cook in Volume 7850, Page 764, Deed Records, Tarrant County, Texas; same being 19.65 feet in Subdivision width along the north right-of-way line of Meadowbrook Drive and 19.65 feet in length along the west right-of-way line of Jenson Road; located at 5135 Meadowbrook Drive; owned by Regina C. Ward; and required for Meadowbrook Drive Reconstruction from Watson to I-820. It was the consensus of the City Council that the land be acquired as recommended and that the expenditure be charged to Street Improvements Fund GS67, Center No. 016670401320, Account No. 541100. M&C L-10227 re There was presented Mayor and Council Communication No. L-10227 from the'City Irregulariy-shaped Manager recommending that the City pay a total consideration of $252.00 for a temporary construc rectangularly -shaped temporary construction easement in Lot 2, Block A, Belvedere tion easement Lot , Estates as recorded in Volume 6309, Page 342, Deed Records, Tarrant County, Texas; same Block A. Belvedere being 12.0 feet in depth and 21.0 feet in width and lying adjacent to, contiguous with, Estates and north of the north right-of-way line of Meadowbrook Drive; located at 5609 Meadowbrook Drive; owned by Stephen A. Luce; and required for Meadowbrook Drive Reconstruction from Watson to I-820. It was the consensus of the City Council that the easement be acquired as recommended and that the expenditure be charged to Street Improvements Fund GS67, Center No. 016670401320, Account No. 541100. MYC L-10228 re There was presented Mayor and Council Communication No. L-10228 from the City Lot a, rl.E. Riley Manager recommending that the City pay a total consideration of $2,900.00 for a Addition irregular y rectangularly -shaped parcel of land out of Lot A, W.E. Riley Addition, as described in shaped parcel of Volume 8000, Page 2249, Deed Records, Tarrant County, Texas; same being 15.0 feet in land length along its south line which is the north right-of-way line of Meadowbrook Drive, 15.0 feet in length along its west line which lies along the east right-of-way line of Weiler Boulevard, and 21.21 feet in length along its diagonal line; and an irregularly-shaped temporary construction easement out of Lot A, W.E. Riley Addition; same being 177.54 feet in width along its south line, 7.07 feet in depth along its west line, 178.22 feet in width along its north line, and 5.0 feet in depth along its east line; located at 5625 Meadowbrook Drive; owned by NCNB, Texas National Bank, Post Office Box 1037, Fort Worth, Texas 76101 (Tim Bennett); and required for Meadowbrook Drive Reconstruction from Watson to I-820. It was the consensus of the City Council that the land and the easement be acquired as recommended and that the expenditure be charged to Street Improvements Fund GS67, Center No. 016670401320, Account No. 541100. M&C L-10229 re There was presented Mayor and Council Communication No. L-10229 from the City Temporary construc Manager recommending that the City pay a total consideration of $360.00 for a tion easement Trar-11 rectangularly -shaped temporary construction easement out of Tract 1-A, J.B. Martin I -A, J.B. Martin Survey, Abstract No. 1133, as described in Volume 8810, Page 1896, Deed Records, Survey, Abstract Tarrant County, Texas; same being 10.0 feet in depth and 36.0 feet in width and lying No. 1133 adjacent to, contiguous with, and north of the north right-of-way line of Meadowbrook Drive; located at 2221 Weiler Boulevard; owned by General Equities, Inc.; and required for Meadowbrook Drive Reconstruction from Watson to I-820. It was the consensus of the City Council that the easement be acquired as recommended and that the expenditure be charged to Street Improvements Fund GS67, Center No. 016670401320, Account No. 541100. M&C L-10230 re There was presented Mayor and Council Communication No. L-10230 from the City Temporary Construc Manager recommending that the City pay a total consideration of $2,452.00 for an tion easement Lot irregularly-shaped temporary construction easement out of Lot 2, Bullard Subdivision, 2, builard Sub- as described in Volume 3243, Page 574, Deed Records, Tarrant County, Texas; same being division adjacent to, contiguous with, and north of the north right-of-way line of Meadowbrook Drive; located at 5709 Meadowbrook Drive; owned by E.C. Brooks and wife, Eleanor Brooks; and required for Meadowbrook Drive Reconstruction from Watson to I-820. It was the consensus of the City Council that the easement be acquired as recommended and that the expenditure be charged to Street Improvements Fund GS67, Center No. 016670401320, Account No. 541100. MYC L-10231 re There was presented Mayor and Council Communication No. L-10231 from the City temporary construc Manager recommending that the City pay a total consideration of $850.00 for an tion easement and irregularly-shaped temporary construction easement and a rectangularly -shaped temporary a rectangulary construction easement out of Lot A, McKnight's Highpoint Addition, as recorded in shaped temporary Volume 8535, Page 138, Deed Records, Tarrant County, Texas; located at 6101 Meadowbrook construction easem nt Lot A, McKnight's Highpoint Addition Minutes of City Council Q-3 Page 212 `'1 ,43 TUESDAY, OCTOBER 9, 1990 A&C L-10231 cont. Drive; owned by 6101, Inc., (Ronald Godfrey -President); and required for Meadowbrook Drive Reconstruction from Watson to I-820. It was the consensus of the City Council that the easements be acquired as recommended and that the expenditure be charged to Street Improvements Fund GS67, Center No. 016670401320, Account No. 541100. M&C L-10232 re There was presented Mayor and Council Communication No. L-10232 from the City temporary cons tru -Manager recommending that the City pay a total consideration of $850.00 for two tion easements irregularly-shaped temporary construction easements out of Lot A, McKnight's Highpoint ;Lot A, McKnight's Addition, as recorded in Volume 8535, Page 138, Deed Records, Tarrant County, Texas; Highpoint Addi ti o located at 6101 Meadowbrook Drive; owned by 6101, Inc., (Ron Godfrey -President); and required for Meadowbrook Drive Reconstruction from Watson to I-820. It was the consensus of the City Council that the easements be acquired as recommended and that the expenditure be charged to Street Improvements Fund GS67, Center No. 016670401320, Account No. 541100. M&C L-10233 re There was presented Mayor and Council Communication No. L-10233 from the City temporary constru -Manager recommending that the City pay a total consideration of $5,421.00 for two tion easements irregularly-shaped temporary construction easements out of Lot E, McKnight Highpoint Lot E, McKnight Addition, as described in Volume 2146, Page 522, Deed Records, Tarrant County, Texas; Highpoint Additiou located at 6107 Meadowbrook Drive; owned by Joyce Moore Stuckey; and required for Meadowbrook Drive Reconstruction from Watson to I-820. It was the consensus of the City Council that the easements be acquired as recommended and that the expenditure be charged to Street Improvements Fund GS67, Center No. 016670401320, Account No. 541100. M&C L-10234 re There was presented Mayor and Council Communication No. L-10234 from the City Lot 39, Pollard Manager recommending that the City pay a total consideration of $323.00 for an Estates irregularly-shaped parcel of land out of Lot 39, Pollard Estates, as described in Volume 2505, Page 109, Deed Records, Tarrant County, Texas; same being 20.28 feet in width along the south right-of-way line of Meadowbrook Drive and 20.28 feet in depth along the west right-of-way line of Pollard Street; located at 6020 Meadowbrook Drive; owned by Handley Meadowbrook Christian Church; and required for Meadowbrook Drive Reconstruction from Watson to I-820. It was the consensus of the City Council that the land be acquired as recommended and that the expenditure be charged to Street Improvements Fund GS67, Center No. 016670401320, Account No. 541100. M&C L-10235 re There was presented Mayor and Council Communication No. L-10235 from the City Lot 5-R, block 1, Manager recommending that the City pay a total consideration of $640.00 for a Wildwood Estates rectangularly -shaped parcel of land out of Lot 5-R, Block 1, Wildwood Estates, as described in Volume 8201, Page 1100, Deed Records, Tarrant County, Texas; same being 19.84 feet in width along its north line, which is the south right-of-way line of Meadowbrook Drive and 19.34 feet in length along its east line which is the west right-of-way line of Yeager Street and 30.75 feet along its diagonal line; located at 2300 Yeager; owned by David C. Fuchshuber; and required for Meadowbrook Drive Reconstruction from Watson to I-820. It was the consensus of the City Council that the land be acquired as recommended and that the expenditure be charged to Street Improvements Fund GS67, Center No. 016670401320, Account No. 541100. M&C L-10236 re There was presented Mayor and Council Communication No. L-10236 from the City Lot 78, Pollard Manager recommending that the City pay a total consideration of $535.00 for a Estates rectangularly -shaped temporary construction easement out of Lot 78, Pollard Estates, as recorded in Volume 974, Page 123, Deed Records, Tarrant County, Texas; same being 44.51 feet in length along its north line, 12.0 feet in depth along its west line, 44.68 feet in length along its south line, and 12.0 feet in depth along its east line, and being parallel to, adjacent, and contiguous with the south right-of-way line of Meadowbrook Drive; located at 6062 Meadowbrook Drive; owned by B.E. Merrell, Bill Elliott, and Royce H. Kirby; and required for Meadowbrook Drive Reconstruction from Watson to I-820. It was the consensus of the City Council that the easement be acquired as recommended and that the expenditure be charged to Street Improvements Fund GS67, Center No. 016670401320, Account No. 541100. M&C L-10237 re There was presented Mayor and Council Communication No. L-10237 from the City temporary constru -Manager recommending that the City pay a total consideration of $77.00 for a tion easment Tract rectangularly -shaped temporary construction easement out of Tract 26-A-2, Mitchell 26-A-2, Mitchell Garrison Survey, Abstract No. 597, as described in Volume 6116, Page 527, Deed Records, Garrison Survey, Tarrant County, Texas; same being 7.0 feet in depth and 11.0 feet in width and lying Abstract No. 597 adjacent to, contiguous with, and south of the south right-of-way line of Meadowbrook Drive; located at 5160 Meadowbrook Drive; owned by Bob E. Banks; and required for Meadowbrook Drive Reconstruction from Watson to I-820. It was the consensus of the City Council that the easement be acquired as recommended and that the expenditure be charged to Street Improvements Fund GS67, Center No. 016670401320, Account No. 541100. M&C L-10238 re There was presented Mayor and Council Communication No. L-10238 from the City permanent drainag Manager recommending that the City pay a total consideration of $1,000.00 for a easment Tract I -Fl rectangularly -shaped permanent drainage easement out of Tract 1-F, J.B. Martin Survey, J.B. Martin SurveY Abstract No. 1133, as described in Volume 9446, Page 1163, Deed Records, Tarrant Abstract No. 1133 County, Texas; same being 15.0 feet in width and 70.0 feet in depth and lying in the southeast corner of the tract with the east line adjacent to and contiguous with the east property line of Tract 1-F and the south line adjacent to and contiguous with the south line (north right-of-way line of Meadowbrook Drive) of Tract 1-F; and an irregularly-shaped temporary construction easement out of Tract 1-F, J.B. Martin Survey, Abstract No. 1133, as described in Volume 9446, Page 1163, Deed Records, Tarrant County, Texas; located at 5716 Meadowbrook Drive; owned by Northwest National Bank, Arlington, Texas 76011; and required for Meadowbrook Drive Reconstruction from Watson to I-820. It was the consensus of the City Council that the easements be Minutes of City Council Q-3 Page 213 "I ;! ti -a TUESDAY, OCTOBER 9, 1990 M&C L-10238 cont. acquired as recommended and that the expenditure be charged to Street Improvements Fund GS67, Center No. 016670401320, Account No. 541100. M&C L-10239 re There was presented Mayor and Council Communication No. L-10239 from the City Right of way for Manager, as follows: Village Creek Improvement/Parcel SUBJECT: ACQUISITION OF RIGHT-OF-WAY FOR VILLAGE CREEK IMPROVEMENT/PARCEL 33 33 and CE -38 AND CE -38 RECOMMENDATION: It is recommended that approval be given for the acquisition of the property described below: 1. Name and Description of Project Village Creek Road Improvement 2. Type of Acquisition Outright Purchase/Right-of-Way/Temporary Construction Easement 3. Description of Land Right -of -Way (Parcel 33) - A rectangularly shaped strip of land 4 feet in width and 150 feet in length, out of Lot 19 and the south 1/2 of Lot 20, Block 5, Homeacres Addition, as recorded in Volume 7574, Page 479, Deed Records, Tarrant County, Texas. This strip of land is located adjacent and parallel to the east side of Village Creek right-of-way, containing 600 square feet of land as required for permanent street right-of-way. Holland Alberta Rowles Temporary Construction Easement (C.E. 38) - A rectangularly shaped strip of land 10 feet in width and 15 feet in length out of the southwest corner of the above-described right-of-way taking and being parallel and adjacent to it, containing 150 square feet of land as required for a temporary construction easement. Square Feet: P-33 ............ 600 CE -38...........150 Zoning: "B" Two -Family Description of Improvements: Tree Landscaping Parcel No.: 33 and CE -38 4. Consideration Payment for land $ 250.00 Payment for improvements 300.00 Other consideration 10.00 Total Consideration $---560.00 5. Location 4117 Village Creek Rd. 6. Owner Heirs of J. B. Christopher are: Mrs. Minnie Christopher George Christopher Curtis Robertson Charles J. Christopher Rosie Lee Shelton Johnny Holland Alberta Rowles J. B. Christopher, Jr. Robert Holland Vern Stanton Geraldine Jones James Holland LaVerne Fennell Minnie Christopher Tilford Robertson 7. Financing Sufficient funds are available in Street Improvement Fund GS67, Center No. 016670401150, Village Creek Rd./Richardson/Wilbarger. Expenditures will be made from Account No. 541100. 8. Land Agent Frances Sargeant It was the consensus of the City Council that the recommendation, as contained in Mayor and Council Communication No. L-10239, be adopted. M&C L-10240 re There was presented Mayor and Council Communication No. L-10240 from the City right of way Manager recommending that the City Council pay a total consideration of $590.00 for an Lot D, Wilkes irregularly-shaped right-of-way 9.95 feet in depth on the south boundary line, 5.52 Subdivision of feet in depth on the north property line, and 70 feet in length out of Lot D, Wilkes Lots 16 and 17, Subdivision of Lots 16 and 17, Block 3, Homeacres Addition, as recorded in Volume 9662, block 3, Homeacres Page 661, Deed Records, Tarrant County, Texas; same being adjacent and parallel to the Addition east side of the existing Village Creek Road right-of-way; and an irregularly-shaped construction easement located adjacent to and parallel to the east side of the above-mentioned permanent right-of-way; located at 4420 Village Creek Road; owned by BancTEXAS McKinney N.A.; and required for Village Creek Road Improvement. It was the Minutes of City Council Q-3 Page 214 'r -) A.+__:_5 TUESDAY, OCTOBER 9, 1990 M&C L-10240 cont. ( consensus of the City Council that the right-of-way and easement be acquired as Lot D, Wilkes recommended and that the expenditure be charged to Street Improvements Fund GS67, Subdivision of Center No. 016670401150, Account No. 541100. M&C L-10241 re There was presented Mayor and Council Communication No. L-10241 from the City Lot E, Wilkes Manager recommending that the City pay a total consideration of $450.00 for an Suodi vi si on, Lots irregularly-shaped stri p of land four feet in width on the north boundary line, 5.52 16 and 17 in block feet in width on the south boundary line, and 70 feet in length out of Lot E, Wilkes 3, Homeacres Subdivision of Lots 16 and 17 in Block 3, Homeacres Addition, as recorded in Addition Volume 9538, Page 2097, Deed Records, Tarrant County, Texas; same being adjacent to and parallel to the west side of the existing Village Creek right-of-way; and an M&C L-10244 re irregularly-shaped construction easement being 27 feet in width on the north property Acquisition of line, ten feet in width on the south property line, and 70 feet in length located ROW Village Creek adjacent to and parallel to the west side of the above-described permanent right-of-way; located at 4416 Village Creek Road; owned by Audrey D. Jackson; and required for Village Creek Road Improvements. It was the consensus of the City Council that the right-of-way and easement be acquired as recommended and that the expenditure be charged to Street Improvements Fund GS67, Center No. 016670401150, Account No. 541100. M&C L-10242 re There was presented Mayor and Council Communication No. L-10242 from the City Lot 14, block 4 Manager recommending that the City pay a total consideration of $485.00 for a Homeacres Addition rectangularly -shaped strip of land four feet in width and 100 feet in length out of Lot 14, Block 4, Homeacres Addition, as recorded in Volume 9661, Page 2361, Deed Records, Tarrant County, Texas; same being located adjacent to and parallel to the east side of the Village Creek right-of-way; located at 4100 Village Creek Road; owned by G.T. Knotts; and required for Village Creek Road Improvement. It was the consensus of the City Council that the land be acquired as recommended and that the expenditure be charged to Street Improvements Fund GS67, Center No. 016670401150, Account No. 541100. MEC L-10243 re There was presented Mayor and Council Communication No. L-10243 from the City Lot D, Wilkes Manager recommending that the City pay a total consideration of $400.00 for a Subdivision of rectangularly -shaped strip of land 9.39 feet in width and 65 feet in length out of Lots 11 and 12 in Lot D, Wilkes Subdivision of Lots 11 and 12 in Block 6 of Homeacres Addition, as Block 6 of Homeacres recorded in Volume 4959, Page 440, Deed Records, Tarrant County, Texas; same being Addition located on the east side along the Village Creek right-of-way; located at 4425 Village Creek Road; owned by Johnnie Spruell Anderson; and required for Village Creek Road Improvement. It was the consensus of the City Council that the land be acquired as recommended and that the expenditure be charged to Street Improvements Fund GS67, Center No. 016670401150, Account No. 541100. M&C L-10244 re There was presented Mayor and Council Communication No. L-10244 from the City Acquisition of Manager, as follows: ROW Village Creek SUBJECT: ACQUISITION OF RIGHT-OF-WAY FOR VILLAGE CREEK IMPROVEMENT/PARCEL NO. 27, CE -31 AND CE -32 RECOMMENDATION: It is recommended that approval be given for the acquisition of the property described below: 1. Name and Description of Project Village Creek Road Improvement 2. Type of Acquisition Outright Purchase/Right-of-Way/Temporary Construction Easement 3. Description of Land Right -of -Way (Parcel 27) - A rectangularly shaped strip of land 4 feet in width and 200 feet in length out of Lots 9 and 10, Block 6, Homeacres Addition, as recorded in Volume 8702, Page 2201, Deed Records, Tarrant County, Texas. This strip is located adjacent and parallel to the east side of the existing Village Creek Road right-of-way and being the foremost westerly side of Lots 9 and 10, containing 800 square feet of land required for right-of-way. Temporary Construction Easement (CE -31) - A square shaped strip of land 15 feet by 15 feet out of Lot 10, centrally located adjacent to and parallel to the east side of the above-described permanent right-of-way, containing 225 square feet as required for a temporary construction easement. Tem orp ary Construction Easement (CE -32) - A rectangularly shaped strip of and being 6 feet in width and 15 feet in length located on the southwest corner of Lot 9, along the easterly side of the permanent easement as described above, containing 90 square feet of land as required for a temporary construction easement. Square Feet: R.O.W. - 800 CE -31 - 225 CE -32 - 90 Zoning: "B" Two -Family Minutes of City Council Q-3 Page 215 TUESDAY, OCTOBER 9, 1990 M&C L-10244 cont. Description of Improvements: Fence, Trees, Landscaping and Driveway re Acqui si ton of Parcel No.: 27 ROW Village Creek 4. Consideration Payment for land $ 320.00 Payment for improvements 284.00 Total Consideration T617.00 5. Location 4409 Village Creek Rd. 6. Owner Mary Janice Collins -Heath 7. Financing Sufficient funds are available in Street Improvement Fund GS67, Center No. 016670401150, Village Creek Rd./Richarson/Wilbarger. Expenditures will be made from Account No. 541100. MAC L-10246 re 8. Land Agent Lot 3, Block 6 Frances Sargeant Homeacres Additioll It was the consensus of the City Council that the recommendation, as contained in Mayor and Council Communication No. L-10244, be adopted. M U'C L-8.0245 re There was presented Mayor and Council Communication No. L-10245 from the City Lots 4 and 5, Manager recommending that the City pay a total consideration of $2,465.00 for a Block 5 Homeacres rectangularly -shaped strip of land four feet in width and 200 feet in length out of Addition Lots 4 and 5, Block 6, Homeacres Addition, as recorded in Volume 9215, Page 609, Deed Records, Tarrant County, Texas; same being adjacent and parallel to the Village Creek Road right-of-way and being the most westerly four feet of Lots 4 and 5; and a rectangularly -shaped temporary construction easement five feet in width and 20 feet in length out of Lot 4 as described above; located at 4233 Village Creek Road; owned by M&C L-10247 re Donna R. Christopher; and required for Village Creek Road Improvement. It was the Acquisition of consensus of the City Council that the right-of-way and easement be acquired as Property for Village Creek recommended and that the expenditure be charged to Street Improvements Fund GS67, Center No. 016670401150, Account No. 541100. MAC L-10246 re There was presented Mayor and Council Communication No. L-10246 from the City Lot 3, Block 6 Manager recommending that the City pay a total consideration of $360.00 for a Homeacres Additioll rectangularly -shaped strip of land four feet in width and 100 feet in length out of Lot 3, Block 6, Homeacres Addition, as recorded in Volume 7221, Page 171, Deed Records, Tarrant County, Texas; same being adjacent and parallel to the east right-of-way line of Village Creek Road; and an irregularly-shaped construction easement 100 feet in length located adjacent to and parallel to the east side of the above-described permanent right-of-way; located at 4217 Village Creek Road; owned by James H. and Joyce L. Hill; and required for Village Creek Road Improvement. It was the consensus of the City Council that the right-of-way and easement be acquired as recommended and that the expenditure be charged to Street Improvements Fund GS67, Center No. 016670401150, Account No. 541100. M&C L-10247 re There was presented Mayor and Council Communication No. L-10247 from the City Acquisition of Manager, as follows: Property for Village Creek SUBJECT: ACQUISITION OF PROPERTY FOR VILLAGE CREEK IMPROVEMENT/PARCEL NO. 34 RECOMMENDATION: It is recommended that approval be given for the acquisition of the property described below: 1. Name of Project Village Creek Road Improvement/Parcel 34 2. Type of Acquisition Outright Purchase/Right-of-Way and Temporary Construction Easements 3. Description of Land Right -of -Way (Parcel 34) - A rectangularly shaped strip of land 4 feet in width and 250 feet in length out of Lots 20, 21, and 22, Block 5, Homeacres Addition, as recorded in Volume 7728, Page 294, Deed Records, Tarrant County, Texas. This strip of land is located on the west side of the described lots, containing 1000 square feet of land as required for right-of-way. Construction Easements (CE -39, CE -40, CE -41) CE -39 - A rectangularly shaped strip of land 7 feet in width and 12 feet in Tength out of Lot 21, Block 5, Homeacres Addition recorded in same as above. This strip is located 13 feet north from the southwest corner of Lot 21, containing 84 square feet as required for a temporary construction easement. Minutes of City Council Q-3 Page 216 TUESDAY, OCTOBER 9, 1990 M&C L-10247 re CE -40 - A rectangularly shaped strip of land 15 feet in width and 7 feet Acquisition of i'n ength out of same lot and same recording as above. This strip is Property for Vi l is a located 5 feet south of the northwest corner along the right-of-way of Creek Village Creek Road, containing 190 square feet of land as required for a Tracts 4D and 4E temporary construction easement. to acquire an additional right-of-way in CE -41 - A rectangularly shaped strip of land 11 feet in width and 15 feet in length out of Lot 22, Block 5, Homeacres Addition, recorded same as above. This strip of land is located on the southwest corner of Lot 22 along the right-of-way of Village Creek Road, containing 105 square feet of land as required for a temporary construction easement. Square Feet: R.O.W. - 1000 CE -39 - 84 CE -40 - 105 CE -41 - 105 Zoning: "B" Two -Family Description of Improvements: Landscaping Gravel Driveway Parcel No.: 34 4. Consideration: Payment for land $400.00 Payment for improvements 190.00 Total Consideration $603.00 5. Location 4101 Village Creek Road 6. Owner Dessie A. Murphy 7. Financing Sufficient funds are available in Street Improvement, Fund GS67, Center No. 016670401150, Village Creek Road/Richardson/Wilbarger. Expenditures will be made from Account No. 541100. 8. Land Agent Frances Sargeant It was the consensus of the City Council that the recommendations, as contained in Mayor and Council Communication No. L-10247, be adopted. MSC L-10248 re There was presented Mayor and Council Communication No. L-10248 from the City Irregulary-shaped Manager recommending that the City pay a total consideration of $100.00 for an permanent easement irregularly-shaped permanent easement in Lot 10, Block 2, Eastwood Addition, #4 Filing, Lot 10, Block 2, as described in Volume 5041, Page 91, Deed Records, Tarrant County, Texas; same being Eastwood Addition approximately 2.25 feet in depth along the south property line, .51 feet in depth on #4 Filing the north property line, and 65.3 feet in length; located at 3633 Village Creek Road; owned by the Estate of John Henry London; and required for Village Creek Road Improvement. It was the consensus of the City Council that the easement be acquired as recommended and that the expenditure be charged to Street Improvements Fund GS67, Center No. 016670401150, Account No. 541100. M&C L-10249 re There was presented Mayor and Council Communication No. L-10249 from the City rectangularly -shag d Manager recommending that the City pay a consideration of $1.00 for a temporary construc rectangularly -shaped temporary construction easement out of Lot 11, Block 15, Berkeley tion easement Lot Addition, as recorded in Volume 6204, Page 79, Deed Records, Tarrant County, Texas; 11, Block 15, same being 10.0 feet in width and 60.0 feet in length and lies adjacent to, contiguous Berkeley Addition with, and to the interior side of an existing 3.0 foot utility easement located along the south property line of Lot 11, Block 15; located at 2209 Wilshire; owned by J. Michael Dodson and wife, Annette L. Dodson; and required for Sanitary Sewer Replacement Project, Main 73. It was the consensus of the City Council that the easement be acquired as recommended and that the expenditure be charged to Sewer Capital Improvements Fund PS58, Account No. 541100, Center No. 016580170810. M&C L-10250 re There was presented Mayor and Council Communication No. L-10250 from the City Pipeline License Manager stating that the City entered into a pipeline license agreement with Burlington Agreement with Northern Railroad to install a 48 -inch water line at Mile Post 11.25 (Bailey Boswell Burlington Norther Road) for a one-time fee of $450.00; stating that funds are available in Water Capital Railroad Improvement Fund PW77, Project No. 541100, Account Center No. 0160770140020; and recommending that the City Manager be authorized to enter into a pipeline license agreement with Burlington Northern Railroad for ground crossing of railroad right-of-way at Mile Post 11.25. It was the consensus of the City Council that the recommendation be adopted. M&C L-10251 re There was presented Mayor and Council Communication No. L-10251 from the City Temporary Construc Manager stating that the City Council approved a 15 -foot sanitary sewer easement and a tion easement 25 -foot temporary construction easement across the westerly portion of a tract of land F.G. M ulliken SurvEy out of the F.G. Mulliken Survey, also known as Tracts 4D and 4E, Mulligan Addition; Tracts 4D and 4E that, to facilitate construction, the City had to acquire an additional right-of-way in Mulligan Addition Minutes of City Council Q-3 Page 217 TUESDAY, OCTOBER 9, 1990 M&C L-10251 cont. the form of a temporary construction easement; that the new easement would allow the Temporary Constru City the right to extend the existing sanitary sewer line from the existing sewer main ction easement to the proposed sanitary sewer main without interruption of sanitary sewer service, F.G. Mulliken and, once this project is completed, the old sanitary sewer main including manholes Survey Tracts 4D will be abandoned; stating that funds are available in Fund PS58, Account No. 541100, and 4E Mulligan Center No. 016580170650; and recommending that the City Council approve and accept Addition additional temporary construction easements across the westerly portion of a tract of land out of the F.G. Mulliken Survey, also known as Tracts 4D and 4E, Mulligan Addition, as recorded in Volume 3737, Page 256, Deed Records, Tarrant County, Texas. It was the consensus of the City Council that the recommendation be adopted. M&C L-10252 re There was presented Mayor and Council Communication No. L-10252 from the City Surplus Property Manager stating that, in accordance with the policy regarding the sale of City -owned Lots 6, 7, 8 and surplus property, a bid opening was held on September 20, 1990, for Lots 6, 7, 8 and the south 35 feet the south 35 feet of Lot 5, Block 2, T.E. Lewis Place Addition; Tract 49B, J.L. Purvis of Lot 5, Block 2 Survey, Abstract No. 1228; east half street east Lot 7, Block 3, and east half of "C", T.E. Lewis Place Block 3, T.E. Lewis Place Addition, also known as 4304 Kenwood Court; and recommending Addition Tract 492 that the City Manager be authorized to execute a deed conveying Lots 6, 7, 8 and south 35 feet of Lot 5, Block 2, T.E. Lewis Place Addition; Tract 49B, J.L. Purvis Survey, Abstract No. 1228; east half street east Lot 7, Block 3, and east half of "C", Block 3, T.E. Lewis Place Addition, also known as 4304 Kenwood Court to Paul N. Geisel for his bid of $70,050.00; and authorize proceeds to be deposited in Subsidiary Account Fund GGO1, Center No. 1221940000000. It was the consensus of the City Council that the recommendations be adopted. M&C L-10253 re There was presented Mayor and Council Communication No. L-10253 from the City Lot 3, Biock V Manager recommending that the City pay a total consideration of $70,000.00 for all of Sunset Acres Lot 3, Block V, Sunset Acres Addition, recorded in Volume 8975, Page 1555, Deed Addition Records, Tarrant County, Texas; located at 701 Oak Forest Drive; owned by Richard Joseph Rivera and Dresden D. Dickey; required for M -199B Relief Main; and recommending that a fund transfer in the amount of $70,000.00 be authorized from Water and Sewer Operating Fund PE45, Account No. 531200, Center No. 0709020, to Sewer Capital Improvement Fund PS58, Account No. 541100, Center No. 016580170870, Land Acquisition for Sanitary Sewer Main 199-B, Relief. It was the consensus of the City Council that the recommendations be adopted. M&C C-12533 Contracts Amendments - Ciassroom Trainin for Titles IIA an III Of The Job Training Partner- ship Act (JTPA) There was presented Mayor and Council Communication No. C-12533, dated October 2, 1990, from the City Manager, as follows: SUBJECT: CONTRACT AMENDMENTS - CLASSROOM TRAINING FOR TITLES IIA AND III OF THE JOB TRAINING PARTNERSHIP ACT (JTPA) RECOMMENDATION: It is recommended that the City Council authorize the City Manager to amend and expand the institution vendor list for classroom training activities funded under JTPA Titles IIA and III. The training institution vendor list is amended as follows: Texas Aero Tech, Tarrant County Junior College, American Trades Institute, Lincoln Tech, Avalon, University of Texas at Arlington, ITT, Bryan Institute, Texas Court Reporting, VTI, Lewis University, Fort Worth Trade School, Career Education Diesel, DeVry, National Education Center, Arlington Court Reporting, Texas Wesleyan University, Dallas County Community College, Love Aviation, and Texas A&M University, for a total not to exceed $890,200. DISCUSSION: On May 22, 1990, through M&C C-12333 and on May 8, 1990 through M&C C-12313, the City Council authorized the City Manager to enter into contracts with the Texas Department of Commerce for implementation of the Job Training Partnership Act for Titles IIA and III for the period of July 1, 1990 to June 30, 1991. As described in these employment and training grants, academic and vocational classroom training are essential to the JTPA program. Through these services, participants are provided with "specific occupational/educational classroom training." The City Council authorized these services to be procured on a "buy -in" or "as -needed" basis. Because of increased demands for classroom training and future projections, it will be necessary to amend increase in services will ensure program participants. Following expenditures for the 1990 program INSTITUTIONS Texas Aero Tech TCJC American Trade Institute Lincoln Tech Avalon UTA ITT Texas Court Reporting Bryan Institute Fort Worth Trade School previously approved authorizations. This that training opportunities are available to is a list of institutions and the projected year (July 1, 1990 - June 30, 1991): ANTICIPATED PY90 INVOICE Minutes of City Council Q-3 Page 218 $200,000 170,000 75,000 65,000 50,000 35,000 35,000 40,000 15,000 10,000 r-� _" _ J TUESDAY, OCTOBER 9, 1990 M&C C-12533 re Career Education Diesel 12,000 Contracts Amend- DeVry 12,000 ments Classroom National Education Center 10,000 Training for Dallas County Community College 7,000 Titles IIA and Arlington Court Reporting 15,000 III Of The Job Texas Wesleyan 10,000 Training Partner- TCJC/Customized Training/Page Avjet 66,000 ship Act (JTPA) Love Aviation 50,000 Texas A&M 13,200 $890,200 FINANCING: Sufficient funds are available in Grant Fund GR76, Center No. 008405524010, Classroom Training; Center No. 008405524010, Books; Center No. 008405524010, Other Operating Supplies; and Center No. 008405519310, Training and Tuition. Expenditures will be made from Account Nos. 531180, 521010, 522030, and 531180 respectively. On motion of Council Member Zapata, seconded by Council Member McCray, the recommendation, as contained in Mayor and Council Communication No. C-12533, was adopted. M&C C-12549 re There was presented Mayor and Council Communication No. C-12549 from the City Proposed Change Manager, as follows: Order No. 1 to Utility Cut Repair SUBJECT: PROPOSED CHANGE ORDER NO. 1 TO UTILITY CUT REPAIRS, CONTRACT 90A Contract 90A (AUSTIN PAVING CO.) (Austin Paving Co. RECOMMENDATION: It is recommended that the City Council: 1. Authorize a fund transfer in the amount of $21,392 from Water and Sewer Operating Fund PE45, Center No. 0609020 to Water Capital Improvement Fund PW53, Center No. 060530171470, Utility Cut Repairs, Contract 90A; 2. Authorize Change Order No. 1 in the amount of $21,392 to Contract No. 17675 with Austin Paving Company for the construction of the Utility Cut Repairs, Contract 90A, revising the total contract cost to $548,984.50. PROJECT NO.: PW53-060530171470 RaryrRniimn On February 13, 1990 (M&C C-12155), the City Council authorized the award of a contract to Austin Paving Co. for construction of the Utility Cut Repairs, Contract 90A. PROPOSED CHANGE ORDER: A 20 -inch water main break in East Vickery Blvd. severely damaged the street from curb line to curb line for a distance of approximately 200 linear feet. In order to place the street back in service immediately, the utility cut repair contractor was requested to repair the street. The utility cut repair contractor, Austin Paving Co., will perform this additional work for $21,392. The proposed change is as follows: 764 S.Y. 7 1/2 -inch HMAC Pavement Repair with crushed stone base @ $28.00/S.Y. $ 21,392.00 The net effect of the proposed change order is as follows: Original Contract Cost $527,592.50 Proposed Change Order No. 1 $ 21,392.00 Revised Contract Cost $548,984.50 The staff engineers of the Water Department have reviewed the proposed charge and found it reasonable for similar work. FINANCING: Sufficient funds are available to transfer from Water and Sewer Operating Fund PE45, Center No. 0609020, Water Capital Project, Water Department. Upon approval and completion of Recommendation No. 1 in the amount of $21,392.00, sufficient funds will be available in Water Capital Improvement Fund PW53, Center No. 060530171470, Utility Cut Repairs, Contract 90A. Expenditures will be charged to Account No. 541200. It was the consensus of the City Council that the recommendations, as contained in Mayor and Council Communication No. C-12549, be adopted. Minutes of City Council Q-3 Page 219 ;�;' J M&C C-12550 Award of Contract Needs Assessment Survey for the Par and Recreation Department's Strat Plan TUESDAY, OCTOBER 9, 1990 There was presented Mayor and Council Communication No. C-12550 from the City Manager, as follows: g i c SUBJECT: AWARD OF CONTRACT: NEEDS ASSESSMENT SURVEY FOR THE PARK AND RECREATION DEPARTMENT'S STRATEGIC PLAN RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a contract with Pavlat Enterprises, Inc., dba Pavlik and Associates, Inc., in an amount not to exceed $40,000, for a needs assessment survey. BACKGROUND: As part of 1989-90 annual budget, City Council authorized $100,000 for Master Planning for the Park and Recreation Department. This effort has been identified as the 1990 Strategic Plan. The Strategic Plan will guide the department in the allocation of resources to meet the leisure needs of Fort Worth through the year 2000. One of the key elements of the Strategic Plan is a Marketing/Needs Assessment Survey. The purpose of this survey is to gather information from Fort Worth citizens regarding their use of parks and recreation services, the reasons for the use or non-use of services and facilities, and the level of satisfaction with those services. This information is invaluable in developing services and facilities which respond to the changing leisure needs and demands of our citizens. Staff proposes to hire a consultant to conduct the Marketing/Needs Assessment Survey. Consultant proposals have been reviewed, interviews conducted and selection of Pavlik and Associates is being recommended. The scope of work for this contract will include the following items: Phase I: Conduct and complete 1,000 random telephone surveys; the survey will be balanced geographically and by major population categories with particular attention to balancing ethnic backgrounds to existing percentages of the total population. Phase II: Conduct three in-depth focus group interviews on park issues. Focus groups would consist of six to eight individuals randomly polled to participate in the process. The .focus groups will be categorized as one of each - park users, park non-users, and users of a particular facility. Phase III: Conduct 50 one-on-one interviews of community leaders throughout Fort Worth, selected and approved by the City. Phase IV: Conduct 500-750 exit interviews at three selected locations in the Park and Recreation system. Phase V: Prepare draft and final reports that detail all survey results, outline major findings and provide recommendations to develop an on-going market information system. Phase VI: Conduct five or six public workshops for soliciting public response to the survey conclusions and planning strategies. The schedule of work by the consultant begins in August 1990, with the survey work occurring in September, October and November. The public workshops would occur in January and February 1991. This contract does not include advertising of public workshops which will be a direct cost to the City out of the Strategic Plan budget. FINANCING: Sufficient funds are available in General Fund GG01, Center No. 0909200, Council Priorities Division. Expenditures will be charged to Account No. 539120. It was the consensus of the City Council that the recommendation, as contained in Mayor and Council Communication No. C-12550, be adopted. IA&C C-12553 re There was presented Mayor and Council Communication No. C-12551 from the City Construction of th Manager submitting a tabulation of bids received for construction of the West Police !lest Police Sector Sector Renovation; and recommending that the City Council authorize the City Manager Renovation to: 1. Adopt an appropriations ordinance increasing estimated receipts and appropriations by $97,370.00 in Special Trust Fund FE72, Center No. 035535000000, FTW Police/Awarded Assets, from increased revenues; 2. Transfer funds as follows: Minutes of City Council Q-3 Page 220 TUESDAY, OCTOBER 9, 1990 MUOC C-12551 re FROM TO AMOUNT REASON Construction of th — West Police Sector FE72-035535000000 GC07-020070115000 $ 97,370.00 To complete Renovation Account 5391200 Account 541200 funding of FTW Police/ West Police Sector the project. Awarded Assets Renovations GC07-036070115000 GC07-0200115000 $246,701.90 West Police West Police Sector Renovations Sector Renovations 3. Execute a contract for construction of the West Police Sector Renovation to E. Horn Construction, Inc., 819 Penn, Fort Worth, for $253,370.00 including the base bid and Alternate No. 1. Council Member Council Member Meadows requested permission of the City Council to abstain from Meadows abstain voting on Mayor and Council Communication No. C-12551, Award of Construction Contract from Voting M&C on the West Police Sector Renovation to E. Horn Construction, Inc., Fort Worth. C-12551 Council Member Chappell made a motion, seconded by Council Member Garrison, that Council Member Meadows be permitted to abstain from voting on Mayor and Council Communication No. C-12551. When the motion was put to a vote by the Mayor, it prevailed unanimously. Council Member Chappell made a motion, seconded by Council Member Garrison, that the recommendations, as contained in Mayor and Council Communication No. C-12551, be adopted. When the motion was put to a vote by the Mayor, it prevailed by the following vote: AYES: Mayor Bolen; Council Members Zapata, Garrison, Granger, McCray, and Chappell NOES: None ABSENT: Mayor Pro tempore Gilley and Council Member Webber NOT VOTING: Council Member Meadows Introduced Council Member Chappell introduced an ordinance and made a motion that it be Ordinance adopted. The motion was seconded by Council Member Garrison. The motion, carrying with it the adoption of said ordinance, prevailed by the following vote: AYES: Mayor Bolen; Council Members Zapata, Garrison, Granger, McCray, and Chappell NOES: None ABSENT: Mayor Pro tempore Gilley and Council Member Webber NOT VOTING: Council Member Meadows The ordinance, as adopted, is as follows: Ordinance No. ORDINANCE NO. 10694 10694 AN ORDINANCE INCREASING THE ESTIMATED RECEIPTS IN THE FORT WORTH POLICE AWARDED ASSETS, SPECIAL TRUST FUND FE 72, CENTER 035535000000 OF THE CITY OF FORT WORTH FOR FISCAL YEAR 1990-1991 BY $97,370.00 AND APPROPRIATING SAID AMOUNT TO THE FORT WORTH POLICE AWARDED ASSETS, SPECIAL TRUST FUND FE 72, CENTER 035535000000 FOR THE PURPOSE OF PROVIDING FUNDS FOR THE RENOVATION OF THE POLICE DEPARTMENT, WEST DIVISION BUILDING; PROVIDING FOR A SEVERABILITY CLAUSE; MAKING THIS ORDINANCE CUMULATIVE OF PRIOR ORDINANCES AND REPEALING ALL PRIOR ORDINANCES IN CONFLICT HEREWITH; PROVIDING FOR ENGROSSMENT AND ENROLLMENT; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: SECTION 5. This ordinance shall take effect and be in full force and effect from and after.the date of this passage, and it is so ordained. M&C FP -2722 re Assessment Paving There was presented Mayor and Council Communication No. FP -2722 from the City Northside Drive Manager stating that the Northside Drive Assessment Paving from Jacksboro Highway to Jacksboro Grand has been completed in accordance with plans and specifications under Contract from fromay No. 17605 awarded to Harrod Paving Company on December 5, 1989; and recommending that Highwthe City Council accept as complete the paving of Northside Drive from Jacksboro Highway to Grand; authorize final payment in the amount of $16,369.13 to Harrod Paving Company; and approve final assessment rolls and authorize the issuance of certificates in evidence of the special assessments levied against the abutting property owners of Northside Drive from Jacksboro Highway to Grand. It was the consensus of the City Council that the recommendations be adopted. Minutes of City Council Q-3 Page 221 TUESDAY, OCTOBER 9, 1990 M&C FP -2723 There was presented Mayor and Council Communication No. FP -2723 from the City re New York St. Manager stating that New York Street Improvements from Ripy to Cole have been completed from Ripy to Cole in accordance with plans and specifications under Contract No. 17634 awarded to L.D. Conatser Contractors on January 2, 1990; and recommending that the City Council accept as complete the paving of New York Street from Ripy to Cole and authorize final payment in the amount of $6,081.30 to L.D. Conatser Contractors, with funds available in Street Improvements Fund GS67, Retainage Account No. 205061 and Contract Encumbrance No. CS17634. It was the consensus of the City Council that the recommendations be adopted. M&C FP -2724 There was presented Mayor and Council Communication No. FP -2724 from the City reContract for Manager stating that the contract for the repainting of the 0.5 MG Jenkins Heights repainting of the Elevated Tank has been completed in accordance with plans and specifications under 0.5 MG Jenkins Contract No. 17783 awarded to Don L. Owen Contractors, Inc., on March 27, 1990; and Heights Elevated recommending that the City Council accept as complete the contract with Don L. Owen Tank Contractors, Inc., for the repainting of the 0.5 MG Jenkins Heights Elevated Tank; and authorized final payment in the amount of $35,801.36 to Don L. Owen Contractors, Inc., with funds available in Water and Sewer Operating Fund 45, Account No. 60-50-04, Contract Encumbrance No. 17783. It was the consensus of the City Council that the recommendations be adopted. MuC FP -2725 re There was presented Mayor and Council Communication No. FP -2725 from the City Contract for crater Manager stating that the contract for water line replacement in Papurt Drive has been line replacement completed in accordance with plans and specifications under Contract No. 17919 awarded in Papurt Drive to Weimar Construction, Inc., on June 12, 1990; and recommending that the City Council accept as complete the water line replacement in Papurt Drive and authorize final payment in the amount of $15,790.33 to Weimar Construction, Inc., with funds available in Street Improvements Fund GS67, Contract Encumbrance No. 17919. It was the consensus of the City Council that the recommendations be adopted. M&C FP -2726 re There was presented Mayor and Council Communication No. FP -2726 from the City Contract for Manager stating that the contract for Laboratory Electrical System Improvements at Laboratory Village Creek Wastewater Treatment Plant have been completed in accordance with plans Electrical System and specifications under Contract No. 17782 awarded to Boggs Electric Company, Inc., on Improvements at March 20, 1990; and recommending that the City Council accept as complete the contract Village Creek for Laboratory Electrical System Improvements at Village Creek Wastewater Treatment Wastewater Treat- Plant and authorize final payment in the amount of $7,005.00 to Boggs Electric Company, ment Plant Inc., with funds available in Sewer Capital Improvement Fund PS82, Retainage Account No. 205001, Center No. 000820160060 and Contract Encumbrance No. 17782. It was the consensus of the City Council that the recommendations be adopted. Resolution No. It appearing to the City Council that Resolution No. 1669 was adopted by the City 1669 setting Council of the City of Fort Worth, Texas, on September 18, 1990, setting today as the today as the date for hearing in connection with the recommended changes and amendments to Zoning date for hearing Ordinance No. 3011 and that due notice of the hearing has been given by publication in in connection with the Fort Worth Commercial Recorder, Mayor Bolen asked if there was anyone present recommended change desiring to be heard. and amendments Mayor Pro tempore Gilley assumed his chair at the Council table at this time. Mr. tom Reynolds Mr. Tom Reynolds, Chairman of the Historic and Cultural Landmark Commission, re Historic and appeared before the City Council and requested that the City Council give favorable Cultural Landmark consideration to the application of the Historic and Cultural Landmark Commission for a Commission for a change in zoning of property in the Fairmount District bounded by Magnolia Avenue, change in zoning Eighth Avenue, Hemphill Street, and West Jessamine Street for a change in zoning from in Fairmount "B" Two -Family, "C-R", "C", and "D"Multi-Family, "E -R" Restricted Commercial, "E", District "F", and "G" Commercial, and "C -F" Community Facilities to "H/C" Historic and Cultural Overlay Subdistricts, Zoning Docket No. Z-90-086. Ms. Dorothy Ms. Dorothy McKinney, 1909 Sixth Avenue, and Mr. Mike Patterson, 1600 Fifth McKinney and Mr. Avenue, appeared before the City Council and expressed support of the application of Mike Patterson re the Historic and Cultural Landmark Commission for a change in zoning of property in the Historic and Fairmount District bounded by: Magnolia Avenue, Eighth Avenue, Hemphill Street, and Cultural Landmark West Jessamine Street from "B" Two -Family, "C-R", "C", and "D" Multi -Family, "E -R" Commission for a Restricted Commercial, "E", "F", and "G" Commercial, and "C -F" Community Facilities to zoning change in "H/C" Historic and Cultural Overlay Subdistricts, Zoning Docket No. Z-90-086. Fairmount District Council Member Chappell made a motion, seconded by Council Member Garrison, that the application of the Historic and Cultural Landmark Commission for a change in zoning of property located in the Fairmount District, bounded by Magnolia Avenue, Eighth Avenue, Hemphill Street, and West Jessamine Street for a change of zoning of property from "B" Two -Family, "C-R", "C", and "D" Multi -Family, "E -R" Restricted Commercial, "E", "F", and "G" Commercial, and "C -F" Community Facilities to "H/C" Historic and Cultural Overlay Subdistricts, Zoning Docket No. Z-90-086, be approved. When the motion was put to a vote by the Mayor, it prevailed unanimously. Ms. Virginia Mins p Ms. Virginia Millsap, 1629 East Stella Street, Chairperson of the Glenwood re Gospel Tabernacle Triangle Improvement Association, appeared before the City Council and requested that Church/Pastor G. the City Council give favorable consideration to the application of Gospel Tabernacle Lundy Keller zoning Church/Pastor G. Lundy Keller for a change of zoning in property located at 1400 East change iocated at Stella Street from "I" Light Industrial to "B" Two -Family, Zoning Docket No. Z-90-104 1400 East Ste�i�a and advised the City Council that the property was actually a donation of Mr. Saygard St. Freedman instead of the City of Fort Worth. Minutes of City Council Q-3 Page 222 K -).,I'') ti+r .i%J TUESDAY, OCTOBER 9, 1990 Council Member Zapata made a motion, seconded by Council Member McCray, that the application of Mr. and Mrs. Bobby Jack Osier for a change in zoning of property located at 3017 Benbrook Boulevard from "A" One -Family to "A/HC" One-Family/Historic and Cultural Subdistrict, Zoning Docket No. Z-90-108, be approved, as amended by correcting District 4 to District 9. When the motion was put to a vote by the Mayor, it prevailed unanimously. Council Member Chappell made a motion, seconded by Council Member Garrison, that the application of John R. and Anna Jane M. Hart for a change in zoning of property located at 2416 Ryan Place Drive from "A" One -Family to "A/HC" One-Family/Historic and Cultural Subdistrict, Zoning Docket No. Z-90-109, be approved. When the motion was put to a vote by the Mayor, it prevailed unanimously. Mr. Bili Squyers zoning change Mr. Bill Squyers, representing the applicant Rita Baker for the change in zoning re at zona Byers of property located at 1513 Byers Avenue from "PD/SU" Planned Development/Specific Use Avenue District to permit an Architectural Drafting Office Make-up Studio to "PD/SU" Planned Development/Specific Use to permit an Architectural Drafting Office and Make-up Studio and adding to this lot only a Speech and Hearing Therapy Clinic subject to all parking in the rear, no detached signs, a residentially designed building and a landscaped circular drive permitted in the front yard, site plan required, Zoning Docket No. Z-90-110, appeared before the City Council and requested that the City Council give favorable consideration for the proposed change. Mr. Joe Biiar di, Mr. Joe Bilard, Director of the Development Department, appeared before the City re 1513 Byers Ave. Council and advised the City Council that a waiver of site plan is requested by the applicant and explained to the City Council that the site plan was not available at the time the City Zoning Commission heard the case and, since then, one has been prepared and stated that staff has no objection to the waiver of site plan. Mayor Pro tempore Mayor Pro tempore Gilley raised a question regarding why the Architectural Gilley re Drafting Office and Make-up Studio would need to be placed back in the zoning since the Architectural application is already approved to permit such uses and stated that it would be simpler Drafting Office anil to just approve the change to "PD/SU" Planned Development/Specific Use District for a Make-up Studio Speech and Hearing Therapy Clinic subject to all parking in the rear, no detached signs, a residentially designed building and a landscaped circular drive permitted in the front yard. Council Member Meadows made a motion, seconded by Council Member Zapata, that the application of Rita Baker for a change in zoning of property located at 5013 Byers Avenue from "PD/SU" Planned Development/Specific Use District to permit an Architectural Drafting Office Make-up Studio to "PD/SU" Planned Development/Specific Use District for a Speech and Hearing Therapy Clinic subject to all parking in the rear, no detached signs, a residentially designed building, and a landscaped circular drive permitted in the front yard, with site plan waived, Zoning Docket No. Z-90-110, be approved, as amended. When the motion was put to a vote by the Mayor, it prevailed unanimously. Marro Pro tempore Mayor Pro tempore Gilley requested permission of the City Council to abstain from Giiley abstain fro voting on Zoning Docket No. Z-90-111 involving Gray & Company due to a business voting Z-90-111 relationship with the company. Council Member Chappell made a motion, seconded by Council Member Meadows, to permit Mayor Pro tempore Gilley to abstain from voting on Zoning Docket No. Z-90-111. When the motion was put to a vote by the Mayor, it prevailed unanimously. Council Member Zapata made a motion, seconded by Council Member Meadows, that the application of Gray & Company for a change in zoning of property located at the northwest corner of I -35W and North Loop 820 from "G" Commercial to "PD/SU" Planned Development/Specific Use permitting all uses in "K" Heavy Industrial, with waiver of site plan recommended, Zoning Docket No. Z-90-111, be approved. When the motion was put to a vote by the Mayor, it prevailed by the following vote: AYES: Mayor Bolen; Council Members Zapata, Garrison, Granger, McCray, Meadows, and Chappell Minutes of City Council Q-3 Page 223 Council Member Zapata made a motion, seconded by Mayor Pro tempore Gilley, that the application of Gospel Tabernacle Church/Pastor G. Lundy Keller for a change in zoning of property located at 1400 East Stella Street from "I" Light Industrial to "B" Two -Family, Zoning Docket No. Z-90-104 be approved. When the motion was put to a vote by the Mayor, it prevailed unanimously. Mr. Joe Bi i ardi . White Settle- Mr. Joe Bi 1 ardi , Director of the Development Department, appeared before the City re ment West/Teslin Council and advised the City Council that Mr. Arthur L. Tan and Mr. L. Manzanno, III, Master Joint are co-owners of the White Settlement West/Teslin Master Joint Venture. Venture Council Member Garrison made a motion, seconded by Mayor Pro tempore Gilley, that the application of White Settlement West/Teslin Master Joint Venture for a change in zoning of property located at 150 Silver Ridge Boulevard from "A" One -Family to "PD/SU" Planned Development/Specific Use for a Sales Office/Homeowners' Association Office, with waiver of site plan recommended, Zoning Docket No. Z-90-107, be adopted. When the motion was put to a vote by the Mayor, it prevailed unanimously. Council Member Zapata re Z-90-108 Council Member Zapata advised the City Council that the map attached to Zoning Docket No. Z-90-108 states that the change in zoning is located in Single Member District No. 4 and it should read District 9. Council Member Zapata made a motion, seconded by Council Member McCray, that the application of Mr. and Mrs. Bobby Jack Osier for a change in zoning of property located at 3017 Benbrook Boulevard from "A" One -Family to "A/HC" One-Family/Historic and Cultural Subdistrict, Zoning Docket No. Z-90-108, be approved, as amended by correcting District 4 to District 9. When the motion was put to a vote by the Mayor, it prevailed unanimously. Council Member Chappell made a motion, seconded by Council Member Garrison, that the application of John R. and Anna Jane M. Hart for a change in zoning of property located at 2416 Ryan Place Drive from "A" One -Family to "A/HC" One-Family/Historic and Cultural Subdistrict, Zoning Docket No. Z-90-109, be approved. When the motion was put to a vote by the Mayor, it prevailed unanimously. Mr. Bili Squyers zoning change Mr. Bill Squyers, representing the applicant Rita Baker for the change in zoning re at zona Byers of property located at 1513 Byers Avenue from "PD/SU" Planned Development/Specific Use Avenue District to permit an Architectural Drafting Office Make-up Studio to "PD/SU" Planned Development/Specific Use to permit an Architectural Drafting Office and Make-up Studio and adding to this lot only a Speech and Hearing Therapy Clinic subject to all parking in the rear, no detached signs, a residentially designed building and a landscaped circular drive permitted in the front yard, site plan required, Zoning Docket No. Z-90-110, appeared before the City Council and requested that the City Council give favorable consideration for the proposed change. Mr. Joe Biiar di, Mr. Joe Bilard, Director of the Development Department, appeared before the City re 1513 Byers Ave. Council and advised the City Council that a waiver of site plan is requested by the applicant and explained to the City Council that the site plan was not available at the time the City Zoning Commission heard the case and, since then, one has been prepared and stated that staff has no objection to the waiver of site plan. Mayor Pro tempore Mayor Pro tempore Gilley raised a question regarding why the Architectural Gilley re Drafting Office and Make-up Studio would need to be placed back in the zoning since the Architectural application is already approved to permit such uses and stated that it would be simpler Drafting Office anil to just approve the change to "PD/SU" Planned Development/Specific Use District for a Make-up Studio Speech and Hearing Therapy Clinic subject to all parking in the rear, no detached signs, a residentially designed building and a landscaped circular drive permitted in the front yard. Council Member Meadows made a motion, seconded by Council Member Zapata, that the application of Rita Baker for a change in zoning of property located at 5013 Byers Avenue from "PD/SU" Planned Development/Specific Use District to permit an Architectural Drafting Office Make-up Studio to "PD/SU" Planned Development/Specific Use District for a Speech and Hearing Therapy Clinic subject to all parking in the rear, no detached signs, a residentially designed building, and a landscaped circular drive permitted in the front yard, with site plan waived, Zoning Docket No. Z-90-110, be approved, as amended. When the motion was put to a vote by the Mayor, it prevailed unanimously. Marro Pro tempore Mayor Pro tempore Gilley requested permission of the City Council to abstain from Giiley abstain fro voting on Zoning Docket No. Z-90-111 involving Gray & Company due to a business voting Z-90-111 relationship with the company. Council Member Chappell made a motion, seconded by Council Member Meadows, to permit Mayor Pro tempore Gilley to abstain from voting on Zoning Docket No. Z-90-111. When the motion was put to a vote by the Mayor, it prevailed unanimously. Council Member Zapata made a motion, seconded by Council Member Meadows, that the application of Gray & Company for a change in zoning of property located at the northwest corner of I -35W and North Loop 820 from "G" Commercial to "PD/SU" Planned Development/Specific Use permitting all uses in "K" Heavy Industrial, with waiver of site plan recommended, Zoning Docket No. Z-90-111, be approved. When the motion was put to a vote by the Mayor, it prevailed by the following vote: AYES: Mayor Bolen; Council Members Zapata, Garrison, Granger, McCray, Meadows, and Chappell Minutes of City Council Q-3 Page 223 r -)� -)11 I6dr -7C TUESDAY, OCTOBER 9, 1990 NOES: None ABSENT: Council Member Webber NOT VOTING: Mayor Pro tempore Gilley Introduced Council Member Meadows introduced an ordinance and made a motion that it be Ordinance adopted. The motion was seconded by Council Member Zapata. The motion, carrying with it the adoption of said ordinance, prevailed by the following vote: AYES: Mayor Bolen; Mayor Pro tempore Gilley; Council Members Zapata, Garrison, Granger, McCray, Meadows, and Chappell (Mayor Pro tempore Gilley abstained from voting on Zoning Docket No. Z-90-111.) NOES: None ABSENT: Council Member Webber NOT VOTING: Mayor Pro tempore Gilley on Zoning Docket No. Z-90-111 The ordinance, as adopted, is as follows: Ordinance No. ORDINANCE NO. 10693 10693 AN ORDINANCE AMENDING THE COMPREHENSIVE ZONING ORDINANCE, ORDINANCE NO. 3011, AS AMENDED, SAME BEING AN ORDINANCE REGULATING AND RESTRICTING THE LOCATION AND USE OF BUILDINGS, STRUCTURES, AND LAND FOR TRADE, INDUSTRY, RESIDENCE OR OTHER PURPOSES, THE HEIGHT, NUMBER OF STORIES AND SIZE OF BUILDINGS AND OTHER STRUCTURES, THE SIZE OF YARDS AND OTHER OPEN SPACES, OFF-STREET PARKING AND LOADING, AND THE DENSITY OF POPULATION, AND FOR SUCH PURPOSES DIVIDING THE MUNICIPALITY INTO DISTRICTS OF SUCH NUMBER, SHAPE AND AREA AS MAY BE DEEMED BEST SUITED TO CARRY OUT THESE REGULATIONS AND SHOWING SUCH DISTRICTS AND THE BOUNDARIES THEREOF UPON "DISTRICT MAPS"; PROVIDING FOR INTERPRETATION, PURPOSE AND CONFLICT; PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SAVINGS CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A PENAL CLAUSE; PROVIDING FOR ENGROSSMENT AND ENROLLMENT; PROVIDING FOR PUBLICATION AND NAMING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: SECTION 6. That any person, firm or corporation who violates, disobeys, omits, neglects or refuses to comply with or who resists the enforcement of any of the provisions of this ordinance shall be fined not more than Two Thousand Dollars ($2,000.00) for each offense. Each day that a violation is permitted to exist shall constitute•a separate offense. Council in It was the consensus of the City Council that the City Council meet in closed or executive session executive session to receive the advice of its attorney concerning the following matters: (a) Tarrant County -Mayor's Council, et al versus City of Fort Worth, Cause No. 236-130173-90; (b) City of Arlington versus City of Fort Worth, Cause No. 348-118909-89; (c) Appeal by City of Arlington of Sewer Rates set by City of Fort Worth, Docket No. 8291-A; and (d) Trinity Housing Finance Corporation, Multifamily Housing Revenue Bonds, Series 1985 ($27,000,000) as authorized by Section 2(e), Article 6252-17, V.A.C.S. the Texas Open Meeting Act. The City Council reconvened into regular session with eight members present and Council Member Virginia Nell Webber absent. M&C C-12552 re There was presented Mayor and Council Communication No. C-12552 from the City Fort worth Zoo Manager stating that, during the 1990-91 budget process, the staff presented the City Council with a detail report on operations at the Fort Worth Zoo and outlined options for achieving adequate staffing at operational levels to ensure public safety and animal health; that, on September 10, 1990, a draft contract defining a new relationship between the City and the Association was forwarded to the City Council; that, after further review by the Department of Law and some changes suggested by various Council members and other interested parties, a contract was recommended for approval on September 9, 1990, by Mayor and Council Communication No. C-12532; that, after further discussion at that meeting, the City Council delayed action and suggested some additional contract changes as well as work sessions on the issue; stating that Minutes of City Council Q-3 Page 224 City Staff and Mr. Ardon Moore re Zoo contract Mr. Elvie Turner re Zoo contract Michael McDermott, Mike Bessire, Barbara Opdenhoff, Viola Pitts re Zoo Ms. Linda Hanratty re Zoo contract Mr. David Broiies re Zoo contract Citizens appeared re Zoo contract Ms. Barbara Wooten re Zoo contract ree ocont Znrt Ms. Terry Eilis re Zoo contract Mr. Ed Moore re Zoo contract Mr. Lee Rogers re Zoo contract Mr. Ardon Moore re Zoo contract IM&C C-12552 cont. for on week Council Member David Chappel re Zoo contract Adjourned �2:i TUESDAY, OCTOBER 9, 1990 funds in the amount of $1.5 million are available in the 1990-91 Park and Recreation Department budget to support the first year of the contract; and recommending that the City Council approve a contract with the Fort Worth Zoo Association; and authorize the City Manager to execute the contract, with the term of'the contract to be 20 years, and may be renewed for successive ten-year periods by mutual written agreement of the parties. City Manager Ivory, Deputy City Attorney William Wood, and Mr. Ardon Moore reviewed and discussed changes to the contract with Fort Worth Zoo Association for Operational Services at the Fort Worth Zoo. Mr. Elvie Turner appeared before the City Council and explained the accreditation of the American Association of Zoological Parks. Messrs. Michael McDermott and Mike Bessire, and Mesdames Barbara Opdenhoff and Viola Pitts appeared before the City Council and requested that the City Council give favorable consideration to the proposed contract with the Fort Worth Zoo Association. Ms. Linda Hanratty, President of the League of Women Voters, appeared before the City Council and expressed opposition to the contract with the Fort Worth Zoo Association. Mr. David Broiles, 1932 Kensington Drive, representing Friends of the Park, appeared before the City Council and expressed opposition to the contract with the Fort Worth Zoo Association. Messrs. Rudy Bechtel, Bob Adams, Francisco Hernandez, Timothy Stewart, Ron Howard, Warren Gould, David O'Brien, David Knapp, and Lon Bernam and Mesdames Marlene Beckman and Peggy Knapp and Dr. Martin Persons appeared before the City Council and expressed opposition to the contract with the Fort Worth Zoo Association. Ms. Barbara Wooten, 7583 Surfside, appeared before the City Council and read a letter written by Mr. Clyde Jordon, President of the Lake Worth Civic Club, expressing opposition to the Zoo contract with the Fort Worth Zoo Association. Mr. Jerome Mosman, Director of the Hispanic Chamber of Commerce, appeared before the City Council and expressed opposition to the awarding of the Zoo contract to the Fort Worth Zoo Association. Ms. Terry Ellis, 1205 Mistletoe Drive, representing the Mistletoe Heights Association, appeared before the City Council and expressed opposition to the Zoo contract with the Fort Worth Zoo Association. Mr. Ed Moore, 616 Westwood Avenue, President of the Tax Payers Association of Fort Worth, appeared before the City Council and expressed opposition to the Zoo contract. Mr. Lee Rogers, 2417 Stanley, President of the Berkley Place, Association, appeared before the City Council and expressed opposition to the Zoo contract. Mr. Ardon Moore, President of the Fort Worth Zoo Association, appeared before the City Council and requested that the City Council. give favorable consideration to Mayor and Council Communication No. C-12552. Council Member Garrison made a motion, seconded by Council Member Meadows, that Mayor and Council Communication No. C-12552 be continued for one week. Council Member Chappell requested that the contract with the Fort Worth Zoo Association for Operational Services at the Fort Worth Zoo be placed on the agenda for October 16, 1990, for an executive session before voting on Mayor and Council Communication No. C-12552. When the motion, that Mayor and Council Communication No. C-12552 be continued for one week, was put to a vote by the Mayor, it prevailed unanimously. 1�_? There being no further business, the meeting was,,aVourned. CITY SECRETARY Minutes of City Council Q-3 Page 225