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HomeMy WebLinkAboutResolution 3333-04-2006Resolution No 3333-04-2006 GENERAL CERTIFICATE THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH We, the undersigned City Manager and City Secretary of the City of Fort Worth, Texas (the `City"), hereby certify as follows• 1 This Certificate is executed with reference to that senes of Bonds styled A1lianceAirport Authority Inc. Special Facilities Revenue Refunding Bonds, Series 2006 (Federal Express Corporation Project) in the aggregate principal amount of $ , (the 'Bonds") 2 The City is a municipality created, operating and existing under the Constitution and laws of the State of Texas 3 The AllianceAirport Authority Inc (the "Issuer") was created and authorized to act on behalf of the City and the Articles of Incorporation and the Bylaws of the Issuer were approved by resolution of the City The Articles of Incorporation have not been amended since such date 4 On April 4 2006 and at all tunes since that date, the following persons duly constituted the officers of the City• Name Mike Moncnef Charles Boswell Marty Hendrix Office Mayor City Manager City Secretary S On Apri14 2006 and at all times since that date the following named persons have been duly appointed by the City as members of the Board of Directors of the Issuer President Secretary 6 The City by written resolution adopted on April 4 2006 has specifically approved the issuance of the Bonds, solely and specifically for the purpose of satisfying the requirements of Section 2S{~ of the Development Corporation Act of 1979 Article 5190 6 Vernon's Texas Civil Statutes, as amended, and such resolution has not been amended, annulled, rescinded, or revoked and remains m full force and effect on the date hereof. 7 The City has approved all programs and expenditures of the Issuer m connection with the issuance of the Bonds and the transactions contemplated thereby 8 No litigation is pending against the City or to the best of our knowledge, threatened against the City (i) to restrain or en~om the issuance or delivery of the Bonds or the execution, performance or delivery of documents by the Issuer m connection with the issuance or delivery of the Bonds (the 'Issuer Documents') or (ii) many way contesting (a) the right and power of the City m connection with any action taken by rt towards the creation of the Issuer or the issuance of the Bonds or the execution, performance or delivery ofthe Issuer Documents or (b) the title or authority ofthe current officers of the City or directors of the Issuer to their respective offices 9 The City has duly authorized, executed and delivered by all necessary action the execution by the City of (i) the Acknowledgment and Consent (the Consent') to the First Amendment to Land and Special Facilities Lease Agreement between the Issuer and Federal Express Corporation, dated as of May 1 2006 and (ii) the First Amendment to Assignment and Assumption Agreement between the City and the Issuer dated as ofMay 1 2006 (the Assignment Amendment" and, together with the Consent, the City Documents') as of the date hereof, the City Documents are m full force and effect, and constitute the valid, binding and enforceable obligations of the City enforceable m accordance with their respective terms, and no litigation or proceeding of any nature has been filed or is now pending which m any manner questions, contests or affects the proceedings or authority concerning the execution or delivery of the City Documents, or the validity of the City Documents, or seeking to restra.m or enjoin any transaction or questioning the validity of any transaction relating to the Crty Documents, or affecting the title or authority of the officers or directors of the Crty to execute and deliver the Crty Documents, and so far as we know and believe no such litigation or proceeding is threatened. 10 The Attorney General of the State of Texas is hereby authorized to date this Certificate as of the date of approval of the Bonds and is entitled- to rely upon the accuracy of the information contained herein unless notified by telephone or telecopy to the contrary 2 SIGNED AND SEALED this ~~ '~ 0 ~`, ~ appG City Manager City of Fort Worth, Texas ~~~~t ``~. ~~ ~ ~ ~ '~ ,~ ~°~ r '~ ii "" ~ `~ ., a ~ }i ~t , ,~ }~ ;~" M! 4, ~9r ~ •"f I Crty Secreta City of Fort orth, Texas APPROVED AS TO FORM AND LEGALITY Assistant City A o~ney~ ~es `f ^3'-0.6 THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH I, Marty Hendrix, City Secretary of the City of Fort Worth, in the State of Texas, do hereby certify that I have compared the attached and foregoing excerpt from the minutes of the regular open, public meeting of the City Council of the City of Fort Worth, Texas held on April 4 2006, and of Resolution No ~,3.3~ which was duly passed at said meeting, and -that said copy is a true and correct copy of said excerpt and the whole of said resolution. In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of Fort Worth, this 4~h day of April, 2006 City Secretary o e .~ti1`,. Ciy~' of Fort Worth, Texas ~~1q, ="t~ i '" , ~\ i i ti RY ~ ~ ! ~ l~` s { r ,(SEAL) \ ~~ ~. ~._ s ~~ ~ r ~ ' r 1 ~~..a.-,nw^" " ~ ~ ~~ 't f / ,r ! / -a ,f y 1Y ~r~+`r~~. ,41~1~ ~ THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH On the 4~' day of April, 2006 the City Council of the Crty of Fort Worth, Texas, met in regular open, public meeting in the City Council Chamber in the City Hall, notice of which was given in the manner required by Chapter 551 Government Code, with the following members present, to-wrt Mike Moncrief Salvador Espmo Chuck Silcox Becky Haskin Donavan Wheatfall JungusJordan Carter Burdette Kathleen Hicks Wendy Davis Mayor Councilmember Distract 2 Councilmember District 3 Councilmember Distract 4 Councilmember District 5 Councilmember District 6 Councilmember Distract 7 Councilmember District 8 Councilmember District 9 with more than a quorum present, and after the City Council had transacted certain business, the following business was transacted, to-wit Councilmember ~ introduced a resolution and moved its passage The motion was seconded by Councilmember /~-~ -~' The resolution was read by the Crty Secretary The motion, carrying with rt the passage of the resolution prevailed by a vote of ~ yeas, Q nays The resolution passed is as follows RESOLUTION APPROVING A RESOLUTION'OF ALLIANCEAIRPORT AUTHORITY 1NC WITH RESPECT TO THE ISSUANCE OF REFUNDING BONDS FOR FEDERAL EXPRESS CORPORATION WHEREAS AlhanceAirport Authority Inc (the Authority") was created under the auspices of the City of Fort Worth, and WHEREAS rt is deemed necessary and advisable that this Resolution be adopted. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH THAT Section 1 The First Amendment to Land and Special Facilities .Lease Agreement (the 'First Amendment") by and between Federal Express Corporation (the 'Company") and the Authority in substantially the form and substance as attached to this Resolution and made a part hereof for all purposes, is hereby approved, and revenue bonds m the principal amount not to exceed $249,540 000 (the 'Bonds"), may be issued for the purpose of paying the cost of refunding the outstanding AllianceAirport Authority Inc Special Facilities Revenue Bonds, Series 1996 (Federal Express Corporation Project) (the Series 1996 Bonds") The First Amendment amends the Land and Special Facilities Lease Agreement, dated as of April 1 .1996 by and between the Authority and the Company (the 1996 Agreement) The 1996 Agreement was previously approved by the City Council ofthe City of Fort Worth in connection with the issuance of the Series 1996 Bonds The proceeds of the Series 1996 Bonds were used m connection with acquiring and constructing or causing to be acquired and constructed the Special Facilities as defined. and described in the 1996 Agreement, which Project was found to be in compliance with the Development Corporation Act of 1979 as amended, and the rules promulgated thereunder and said Project was approved by the City Council of the City m 1996 The City hereby approves the issuance of the Bonds for the purpose of refunding the Series 1996 Bonds; which purpose constitutes a public purpose under the laws of the State of Texas Section 2. The resolution adopted by the Authority authorizing the execution of the First Amendment, the Underwriting Agreement by and between the Authority and the underwriters named therein, and the Trust Indenture by and between the Authority and J P Morgan Trust Company National Association., as Trustee, and authorizing the sale of the Bonds and the use of an Official Statement m connection with the sale of the Bonds m .substantially the form and substance attached to tlus Resolution and made a part hereof for all purposes, are hereby specifically approved, and the Bonds may be issued as provided for therein. Section 3 It is hereby officially found and determined that the meeting at which this Resolution was passed was open to the public, and public notice of the tune, place and purpose of said meeting was given, all as required by Chapter 551 Texas Government Code, as amended. ADOPTED THIS 4TH DAY OF APRIL, 2006 ATTEST City Secretary APPROVED AS TO FORM. ~Crty Attorney :t;rt~~ }~~ ~~'~ (SEAL) ~~'' ~~ ,~ ~* ~~ ~~ ~' '° "' 2