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HomeMy WebLinkAboutResolution 2824CITY OF DALLAS RESOLUTION NO 021267 '# CITY OF FORT WORTH RESOLUTION NO 2824 RESOLUTION APPROVING THE ISSUANCE AND SALE OF DALLAS/FORT WORTH INTERNATIONAL AIRPORT FACILITY IMPROVEMENT CORPORATION AMERICAN AIRLINES INC REVENUE BONDS SERIES 2002 IF SPECIFIED PARAMETERS ARE MET APPROVING DOCUMENTS RELATED THERETO• AND RELATED MATTERS WHEREAS, with the approval of the Cities of Dallas and Fort Worth, Texas (the `Cities"), the Dallas/Fort Worth International Airport Facility Improvement Corporation (the `Issuer") was duly incorporated and is a validly existing Texas nonprofit airport facility financing corporation pursuant to Chapter 22, Texas Transportation Code, as amended, and WHEREAS the Issuer proposes to issue and sell its `Dallas/Fort Worth International Airport Facility Improvement Corporation American Airlines, Inc. Revenue Bonds, Series 2002" (the `Bonds") m an aggregate principal amount not to exceed $20 000,000 finally maturing in not more than 35 years from the date thereof, and having a net effective initial interest rate of not greater than 12.0% per annum, for the purpose of reimbursing American Airlines, Inc. (the `Company") for a portion of the costs of the acquisition, construction, equipping and improvement of certain airport facilities within the boundaries of the Dallas/Fort Worth International Airport for use by the Company and its affiliates (the `Projects") and to pay certain costs of issuing the Bonds, and WHEREAS, the Articles of Incorporation of the Issuer require the approval of the Cities pnor to the consummation of the sale and delivery of any bonds, notes, or other form of debt instruments by the Issuer which approval must include approval of all agreements necessary and appropriate to the issuance of bonds, notes and other forms of debt instruments by the Issuer and the specific uses, and the methods of withdrawal and expenditure, of the proceeds of such obligations proposed to be issued by the Issuer all of which are to be stated and described in the proceedings approving such obligations, and WHEREAS it is the desire of the City Councils of the respective Cities to approve the issuance and sale of the Bonds and to approve the `Facilities Agreement, `Trust Indenture, `Guaranties" and `Bond Purchase Agreement" (collectively the Agreements"), which Agreements set forth the specific uses, and the methods of withdrawal and expenditure, with respect to the proceeds and sale of such Bonds, and WHEREAS, Section 147(fj of the Internal Revenue Code of 1986, as amended (the `Code"), requires that the Bonds and the financing of the Projects be approved by the `applicable elected representative" (the AER') after a public hearing following reasonable public notice; and WHEREAS, the AER with respect to the Projects is the Mayor of each City and 585425 1.DOC DFW300/71004 R-. WHEREAS, notice of a public hearing with respect to the financing of the Projects and ~- the Bonds held by a representative of the Issuer on April 9 2002, was published no less than 14 days before said date in The Dallas Morning News and the Fort Worth Star Telegram, being a newspapers of general circulation available to residents of the Cities, and WHEREAS, the duly appointed hearing officer of the Issuer held such public hearing on the date and at the time and place set out m such published notice, and conducted such hearing in a manner that provided a reasonable opportunity for persons with differing views on the issuance of the Bonds and on the location and nature of the Projects to be heard, and WHEREAS, the City Councils desire to (i) approve the sale and issuance of the Bonds, (ii) confirm actions taken with respect to public hearing requirements for the financing of the Projects and the issuance of the Bonds, and (iii) authorize the Mayors of each of the Cites to approve the Bonds and the financing of the Projects as required by Section 147(f) of the Code; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS THAT NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH THAT Section 1 The `Facilities Agreement, `Trust Indenture, `Guaranties" and `Bond Purchase Agreement, all m the form and substance submitted herewith, are hereby approved, in full compliance with the Issuer's Articles of Incorporation, and the Bonds in the aggregate principal amount not to exceed $20,000 000 finally maturing in not more than 35 years from the date thereof, and having an initial interest rate of not greater than 12.0% per annum, may be issued for the following purposes. (i) to finance the costs of the Projects (as heretofore described) and (ii) to pay all or a portion of the costs of issuing the Bonds. The Issuer is hereby authorized to approve any changes to such documents that do not result m any material alteration of the terms thereof and do not m any manner change the specific uses, or methods of withdrawal or expenditure, of the proceeds of such Bonds. Any such amendments or modifications must be provided prior to the execution thereof to the office of each City Attorney Section 2. The City Councils of the respective Cities hereby authorize and approve the issuance of the aforesaid Bonds in the aggregate principal amount not to exceed $20 000 000 and the financing of the Projects for the purposes of Section 147 of the Code, as amended. The City Council of each of the Cities hereby authorizes its Mayor to approve the issuance of the Bonds and the use of the proceeds thereof for the purpose of satisfying the requirements of Section 147 of the Code, as amended. It is hereby specifically provided, however that neither of the Cities shall have any liability for the payment of the Bonds nor shall any of their respective assets be pledged to the payment of the Bonds. Section 3 This Resolution shall be effective upon final approval by both the Cities of Dallas and Fort Worth, Texas. APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL this _ day of April, 2002. APPROVED AND ADOPTED BY THE FORT WORTH CITY COUNCIL this ~ day of April, 2002. Mayor City of Fort Worth, Texas ATTEST Secretary ~tt~df Fort Worth APPROVED A~S TO FORM AND LEGALITY ~~ :ce_~~ Crty Attorney City ort Worth, Texas [SEAL] „~rt4'` ^ -~ ~~ ~f~ ~ ~ dry, ~ ~ ~ '`'.," fl ''`~' a ~. ~ w~ ~ ~~ +.' ~ "4 i III/ ~ `~~ Y r ,~ ,~, ~ M ~t ~~ I y~ f. ~ ~~ ~. r ~ :. ~~+ ~ Signature Page for City of Fort Worth Resolution CERTIFICATE FOR RESOLUTION APPROVING THE ISSUANCE AND SALE OF DALLAS/FORT WORTH INTERNATIONAL AIRPORT FACILITY IMPROVEMENT CORPORATION AMERICAN AIRLINES INC. REVENUE BONDS, SERIES 2002 THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH We, the undersigned officers of the City Council of the City of Fort Worth, hereby certify as follows. 1 That said City Council convened in REGULAR MEETING ON THE 9th day of April, 2002, at the City Hall, and the roll was called of the duly constituted officers and members of said City Council, to-vent: Kenneth Barr Mayor Ralph McCloud, Mayor Pro Tem Gloria Pearson, City Secretary Chuck Silcox, Councilmember Clyde Picht, Councilmember Jeff Wentworth, Councilmember Becky Haskm, Councilmember Jim Lane, Councilmember Wendy Davis, Councilmember Frank Moss, Councilmember and all of said persons were present, thus constrtutmg a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written RESOLUTION APPROVING THE ISSUANCE AND SALE OF DALLAS/FORT WORTH INTERNATIONAL AIRPORT FACILITY IMPROVEMENT CORPORATION AMERICAN AIRLINES, INC REVENUE BONDS SERIES 2002 IF CERTAIN PARAMETERS ARE MET APPROVING DOCUMENTS RELATED THERETO• AND RELATED MATTERS was duly introduced for the consideration of said City Council and read m full. It was then duly moved and seconded that said Resolution be adopted, and, after due discussion, said motion, carrying with rt the adoption of said Resolution, prevailed and carried by the following vote• AYES All those present voted `aye" NOES None C7 ABSTENTIONS None 2. That a true, full, and correct copy of the aforesaid Resolution adopted at the Meeting described m the above and foregoing paragraph is attached to and follows this Certificate; that said Resolution has been duly recorded in said City Council s minutes of said 585425 1.DOC DFW300/71004 Meeting; that the above and foregoing paragraph is a true, full, and correct excerpt from ~' said City Council s minutes of said 1Vleeting pertaining to the adoption of said Resolution, that the persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting officers and members of said City Council as indicated therein, and that each of the officers and members of said City Council was duly and sufficiently notified officially and personally in advance, of the time, place, and purpose of the aforesaid Meeting, and that said Resolution would be introduced and considered for adoption at said Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for such purpose; and that said Meeting was open to the public, and public notice of the time, place, and purpose of said Meeting was given, all as required by Chapter 551 Texas Government Code, as amended. SIGNED AND SEALED the I 8 f~~~. ity Secret City of Fort Worth Mayor, City of Fort Worth (SEA ~)~"~~~ ~~~ ~;~ ~'~.~~ `~ -. "~~ `? " '° ..-~ u K~ k ~r r ~, ' ~. ~ ~ i ~~ ~ ~y f '^e- P~~' +w iyrr ~ ~ ~~~i'11' Y`A Signature Page for City of Fort Worth Certificate for Resolution F THE STATE OF TEXAS § ~? § COUNTY OF TARRANT § CITY OF FORT WORTH § • I, GLORIA PEARSON City Secretary of the City of Fort Worth, Texas, DO HEREBY CERTIFY that the above and foregoing is a true and correct copy of a Resolution duly presented and passed by the City Council of the City of Fort Worth, Texas, at a regular meeting held on the ~th day of April, 2002, approving the issuance and sale of DallaslFort Worth International irport Facility Improvement Corporation American Airlines, Inc. Revenue Bonds, Serves 2002, and approving documents related thereto as same appears of record m the office of the City Secretary I FURTHER CERTIFY that said Resolution was passed at a meeting held after wntten notice thereof stating the date, hour place and subject had been posted for more than seventy two hours preceding the day of the meeting at the City Hall on a bulletin board located at a place convenient to the public, all in compliance with the provisions of Chapter 551 Texas Government Code, as amended. WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this the f ~ th day of April, 2002. ~~ ~.~ ~~ ~~~ ~~ ~ _ ~, - ~. .~ .. ` ~ ~ ~~` yA r~ ~ 'L rr ~~ t ° +~ try .~.~~*', ~~~',~+, f~vJFr~~~~f~. ti~ ~*~p~ ity Secretary ity of Fort Worth, Texas 585425 1.DOC DFW300-71004 ~~ CITY OF DALLAS RESOLUTION NO O ~ ~ 2 6 ` CITY OF FORT WORTH RESOLUTION NO RESOLUTION APPROVING THE ISSUANCE AND SALE OF DALLAS/FORT WORTH INTERNATIONAL AIRPORT FACILITY IMPROVEMENT CORPORATION AMERICAN AIRLINES INC. REVENUE BONDS, SERIES 2002 IF SPECIFIED PARAMETERS ARE MET APPROVING DOCUMENTS RELATED THERBTO• AND RELATED MATTERS WHEREAS, with the approval of the Cities of Dallas and Fort Worth, Texas (the `Gibes"), the Dallas/Fort Worth International Airport Facility Improvement Corporation (the `Issuer") was duly incorporated and is a validly existing Texas nonprofit airport facility financing corporation pursuant to Chapter 22, Texas Transportation Code, as amended, and WHEREAS, the Issuer proposes to issue and sell its `Dallas/Fort Worth International Airport Facility Improvement Corporation American Airlines, Inc. Revenue Bonds, Series 2002" (the `Bonds") in an aggregate principal amount not to exceed $20,000,000, finally maturing in not more than 35 years from the date thereof, and having a net effective imtial interest rate of not greater than 12.0% per annum, for the purpose of reimbursing American Airlines, Inc. (the `Company") for a portion of .the costs of the acquisition, construction, equipping and ,~ improvement of certain airport facilities within the boundaries of the Dallas/Fort Worth ~~ International Airport for use by the Company and its affiliates (the `Projects") and to pay certain costs of issuing the Bonds, and WHEREAS, the Articles of Incorporation of the Issuer require the approval of the Cities prior to the consummation of the sale and delivery of any bonds, notes, or other form of debt instruments by the Issuer, which approval must include approval of all agreements necessary and appropriate to the issuance of bonds, notes and other forms of debt instruments by the Issuer and the specific uses, and the methods of withdrawal and expenditure, of the proceeds of such obligations proposed to be issued by the Issuer all of which aze to be stated and described in the proceedings approving such obligations; and WHEREAS, rt is the desire of the City Councils of the respective Cities to approve the issuance and sale of the Bonds and to approve the `Facilities Agreement, `Trust Indenture, `Guaranties" and `Bond Purchase Agreement" (collectively the Agreements"), which Agreements set forth the specific uses, and the methods of withdrawal and expenditure, with respect to the proceeds and sale of such Bonds, and WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the `Code"), requires that the Bonds and the financing of the Projects be approved by the `applicable elected representative" (the AER') after a public hearing following reasonable public notice; and WHEREAS, the AER with respect to the Projects is the Mayor of each City• and 585425 I.DOC DFW300/71004 02126'7 . WHERE~IS, notice of a public heanng with respect to the financing of the Projects and the Bonds held by a representative of the Issuer on Apri19 2002, was published no less than 14 -days before said date in The Dallas Morning News and the Fort Worth Star Telegram, being a newspapers of general circulation available to residents of the Cities, and WHEREAS, the duly appointed hearing officer of the Issuer held such public hearing on the date and at the time and place set out in such published notice, and conducted such hearing m a manner that provided a reasonable opportumty for persons with differing views on the issuance of the Bonds and on the location and nature of the Projects to be heard, and WHEREAS, the City Councils desire to (i) approve the sale and issuance of the Bonds, (ii) confirm actions taken with respect to public hearing requirements for the financing of the Projects and the issuance of the Bonds, and (iii) authorize the Mayors of each of the Cities to approve the Bonds and the financing of the Projects as required by Section 147(f) of the Code; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS THAT NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH THAT Section 1 The `Facilities Agreement, `Trust Indenture, `Guaranties" and `Bond Purchase Agreement, all in the form and substance submitted herewith, are hereby approved, in • full compliance with the Issuer's Articles of Incorporation, and the Bonds m the aggregate principal amount not to exceed $20,000 000; finally maturing in not more than 35 years from the date thereof, and having an initial interest rate of not greater than 12.0% per annum, may be issued for the following purposes: (i) to finance the costs of the Projects (as heretofore described) and (ii) to pay all or a portion of the costs of issuing the Bonds. The Issuer is hereby authorized to approve any changes to such documents that do not result m any material alteration of the terms thereof and do not in any manner change the specific uses, or methods of withdrawal or expenditure, of the proceeds of such Bonds. Any such amendments or modifications must be provided prior to the execution thereof to the office of each City Attorney Section 2. The City Councils of the respective Cities hereby authorize and approve the issuance of the aforesaid Bonds in the aggregate principal amount not to exceed $20,000 000 and the financing of the Projects for the purposes of Section 147 of the Code, as amended. The City Council of each of the Cities hereby authorizes its Mayor to approve the issuance of the Bonds and the use of the proceeds thereof for the purpose of satisfying the requirements of Section 147 of the Code, as amended. It is hereby specifically provided, however that neither of the Cities shall have any liability for the payment of the Bonds nor shall any of their• respective assets be pledged to the payment of the Bonds. Section 3 This Resolution shall be effective upon final approval by both the Cities of Dallas and Fort Worth, Texas. • APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL this _ day of April, 2002. 02126"7 • APPROVED AND ADOPTED BY THE FORT WORTH CITY COUNCIL this ,day of April, 2002. Mayes City of Fort Worth, Texas ATTEST City Secretary City of Fort APPROVED AS TO FORM AND LEGALITY City Attorney `City of Fort Worth, Texas [SEAL] Signature Page for City of Fort Worth Resolution • CITY OF DALLAS STATE OF TEXAS COUNTY OF DALLAS CITY OF DALLAS I SHIRLEY ACY, City Secretary of the City of Dallas Texas do hereby certify that the attached is a true and correct copy of• FILE NO 02 1267 • 1 filed in my office as official records of the City of Dallas and that !have custody and control of said records WITNESS MY HAND AND THE SEAL OF THE CITY OF DALLAS TEXAS this the 26th day of April 2002 c SHIRLEY Y CITY SEC ET R' CITY OF DALLAS YH OFFICE OF THE CITY SECRETARY CITY HALL DALLAS, TEXAS 75201 TELEPHONE 214/6703738 ,; OFFICIAL ACTION OF THE DALLAS CITY COUNCIL April 10, 2002 ~~, 02 1267 Addendum addition 3 Approval of the resolution authorizing the Dallas-Fort Worth International Airport Facility Improvement Corporation to proceed with the issuance of bonds to reimburse American Airlines for the construction costs associated with the Terminal A Satellite Terminal Financing: No cost consideration to the City Councilmember Lill announced that she had a conflict of interest and would abstain from voting or participating in any discussion. Councilmember Lill left the city council chamber Councilmember Oakley moved to approve the resolution. Motion seconded by Councilmember Rasansky and unanimously adopted. (Lill abstain) • 4/19/02 10:53 AM G:~2002MiN~CC041002.doc OFFICE OF THE CITY SECRETARY CITY OF DALLAS, TEXAS ~..r THE STATE OF TEXAS § ~,~ § COUNTY OF DALLAS § CITY OF DALLAS § I, SHIRLEY ACY City Secretary of the City of Dallas, Texas, DO HEREBY CERTIFY that the above and foregoing is a true and correct copy of a Resolution (and minutes pertaining to its adoption) adopted by the City Council of the City of Dallas, Texas, on the 10th day of April, 2002, approving the issuance and sale of Dallas/Fort Worth International Airport Facility Improvement Corporation American Airlines, Inc. Revenue Bonds, Series 2002 and approving documents related thereto which resolution is correctly enrolled in File No ~-~2~7 of the Records of the City of Dallas, Texas. I FURTHER CERTIFY that said Resolution was passed at a meeting held after wntten notice thereof stating the date, hour place and subject had been posted for more than seventy two hours preceding the day of the meeting at the City Hall on a bulletin board located at a place convenient to the public, all in compliance with the provisions of Chapter 551 Texas Government Code, as amended. WITNESS MY HAND AND SEAL OF THE CITY OF DALLAS TEXAS, this the Ul;th day of April, 2002. 585425 1.DOC DFW300-71004