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HomeMy WebLinkAboutResolution 2701e. :` CITY OF DALLAS RESOLUTION NO • CITY OF FORT WORTH RESOLUTION NO ~ 7d ~ RESOLUTION APPROVING THE ISSUANCE AND SALE OF DALLAS-FORT WORTH INTERNATIONAL AIRPORT FACILITY IMPROVEMENT CORPORATION LEARJET INC REVENUE BONDS 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 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 Learjet Inc Revenue Bonds Series 2001A 1 Series 2001A 2, Series 2001B-1 and Series 2001B-2 (collectively the `Bonds') in one or more series in an aggregate principal amount not to exceed $100 000 000 finally maturing in not more than 15 years from the date thereof, and having a net effective interest rate during the initial `Interest Rate Period" of not greater than 8% per annum for the Series 2001A 1 Bonds and Series 2001B-1 Bonds and not greater than 12.25% per annum for the Series 2001A Z Bonds and Series 2001 B-2 Bonds, for the purpose of providing the funds necessary to (i) to pay a portion of the costs of the acquisition and installation of flight simulators and facilities, equipment, and improvements related thereto (the 'Project") and (ii) to pay all or a portion of the costs of issuing the Bonds, and • WHEREAS the Protect will be owned by the Dallas-Fort Worth International Airport Board and leased to Banc of America Leasing & Capital, LLC (the 'Company") and will be subleased pursuant to a Sublease Agreement, dated as of January 1 2001 by and between the Company and Learjet, Inc 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 are to be stated and described in the proceedings approving such obligations, and WHEREAS rt is the desire of the Crty Councils of the respective Cities to approve the issuance and sale of the Bonds and to approve the `Facilities Agreement, `Trust Indenture, `Underwriting Agreement, 'Placement Agreement" and 'Master Equipment Lease Agreement" (collectively the Agreements"), which Agreements set forth the specific uses, and the methods of withdrawal and expenditure, with respect to the proceeds and remarketing of such Bonds, and WHEREAS Section 147(f) of the Internal Revenue Code of 1986 as amended (the `Code '), requires that the Series 2001A 1 Bonds and Series 2001A 2 Bonds (the 'Tax-Exempt Bonds") and the Project 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 Project is the Mayor of each Crty• and WHEREAS notice of a public hearing with respect to the Project and the Tax-Exempt Bonds to be held by a representative of the Issuer on January 24 2001 was published no less than 14 days before said date • m The Dallas Morning News and the Fort Worth Star Telegram, each being a newspaper of general circulation available to residents of the Cities and WHEREAS the duly appointed hearing officer of the Issuer held or will hold such public hearing on the date and at the tune and place set out m such published notice, and conducted or will conduct such hearing in a manner that provided or will provide a reasonable opportunity for persons with differing views on the issuance of the Tax Exempt Bonds and on the Protect to be heard, and WHEREAS the City Councils desire to (i) approve the sale and issuance of the Bonds, (u) confirm actions taken with respect to public hearing requirements for the Protect, and (iii) authorize the Mayors of each of the Cities to approve the Tax-Exempt Bonds and the Protect 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 `FacihUes Agreement, `Trust Indenture, `Underwriting Agreement, 'Placement Agreement, and 'Master Equipment Lease Agreement" each m substantially 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 $100 000 000 to be issued m one or more series, finally maturing m not more than 15 years from the date thereof, and having an initial interest rate of not greater than • 8% per annum for the Series 2001A 1 Bonds and Serves 2001B-1 Bonds and not greater than 12.25% per annum for the Series 2001A 2 Bonds and Series 2001B-2 Bonds, may be issued for the following purposes (i) to pay a portion of the costs of the acquisition and installation of the Protect 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 in 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 one or more serves, m the aggregate principal amount not to exceed $100 000 000 and the ProJect.and such approval shall be solely for the purposes of Section 147 of the Code, as amended, and the Cities shall have no liabilities for the payment of the Bonds nor shall any of its assets be pledged to the payment of the Bonds Additionally the Crty 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. 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 n U APPROVED AND ADOPTED BY THE FORT WORTH CITY COUNCIL this ~ day of • 2001 +~u ~__~_e T t Mayor City of Fort Worth, exas ATTEST rty Secretary City of Fort Worth, Texas AS TO FORM AND LEGALITY City Attorney City of Fort Worth, R~~Y'~' ~~ A~~ lT ~=~~ ~ ~ [sE ~ ~ ~ 1 ~ r. S"1 ~ .A I 1 Signature Page for Ciry ofFort Worth Resolution • ~~ r~ . THE STATE OF TEXAS COUNTY OF DALLAS CITY OF DALLAS I, SHIRLEY ACY Crty 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 Crty Council of the City of Dallas, Texas, on the 24th day of January 2001 approving the issuance and sale of Dallas-Fort Worth International Airport Facility Improvement Corporation Learjet Inc Revenue Bonds and approving documents related thereto which resolution is correctly enrolled m File No of the Records of the City of Dallas, Texas I FURTHER CERTIFY that said Resolution was passed at a meeting held after written 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 m 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 day of 2001 • Crty Secretary City of Dallas, Texas • • THE STATE OF TEXAS § COUNTY OF TARRANT § CITY OF FORT WORTH § I, GLORIA PEARSON Crty 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 Crty Council of the Crty of Fort Worth, Texas, at a regular meeting held on the 23rd day of January 2001 approving the issuance and sale of Dallas-Fort Worth International Airport Facility Improvement Corporation Learjet Inc Revenue Bonds, and approving documents related thereto, as same appears of record m the office of the Crty 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 m compliance with the provisions of Chapter 551 Texas Government Code, as amended. WITNESS MY HAND and the Official Seal of the Crty of Fort Worth, Texas, this the ~ day ofD~~w / 2001 .::~ ~ _,, ~ .., ~ ~. , ^r "'~% - Crty Secretary Crty o ort Worth, Texas • .~>~ . CERTIFICATE FOR RESOLUTION APPROVING THE ISSUANCE AND SALE OF DALLAS-FORT WORTH INTERNATIONAL AIRPORT FACILITY IMPROVEMENT CORPORATION LEARJET INC REVENUE BONDS THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH We, the undersigned officers of the Crty Council of the City of Fort Worth, hereby certify as follows e a~ 1 That said Crty Council convened m REGULAR MEETING ON THE ~3 day of ~~~~~~, 2001 at the City Hall, and the roll was called of the duly constituted officers and members of said Crty C uncil, to-wit: Kenneth Ban Mayor Ralph McCloud, Mayor Pro Tem Glona Pearson, Crty Secretary Chuck Silcox, Councilmember Clyde Picht, Councilmember Jeff Wentworth, Councilmember Becky Haskm, Councilmember Jim Lane, Councilmember Wendy Davis, Councilmember Frank Moss, Counc>lmember • and all of said persons were present, except the following absentees None, thus constituting a quorum. Whereupon, among other business, the following was transacted at sa>d Meeting: a written RESOLUTION APPROVING THE ISSUANCE AND SALE OF DALLAS-FORT WORTH INTERNATIONAL AIRPORT FACILITY IMPROVEMENT CORPORATION LEARJET INC REVENUE BONDS IF CERTAIN PARAMETERS ARE MET APPROVING DOCUMENTS RELATED THERETO AND RELATED MATTERS was duly introduced for the consideration of said Crty Council and read m full It was then duly moved and seconded that sa>d Resolution be adopted, and, after due discussion, said motion, carry>ng with rt the adoption of said Resolution, prevailed and carried by the following vote AYES ~ot/v, `~,~,~ ~aA ~-`7vtcC.Qau~, C°„~nct.l~-~n~es~ ~, ~*x, ~-tnu~~ UP~*~oi.~ ltf~.~.r,~.a~~ axe2.~au~~ NOES `~°""-~ ABSTENTIONS `~-. 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 th> s Certificate that sa>d Resolution has been duly recorded m said Crty Council s minutes of said Meeting; that the above and foregoing paragraph is a true, full, and correct excerpt from said Crty Council s minutes of said Meeting pertaining to the adoption of said Resolution, that the persons named m the above and foregoing paragraph are the duly chosen, qual>fied, and acting officers and members of said Crty Council as >nd>cated therein, and that each of the officers and members of said Crty Council was duly and sufficiently notified offic>ally and personally m advance, of the dfw300/71002 F'\MyFdes\mark-moved\DFW FIC Lear let 2000\Cities Concurrent Resolution (2001)-3.wpd OS/01/00:4:59PM ~~ 1 time, place, and purpose ofthe 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 hoidmg of said Meeting for such purpose, and that said Meeting was open to the public, and public notice of the rime, place, and purpose of said Meeting was given, all as required by Chapter 551 Texas Government Code, as amended. SIGNED AND SEALED the a,~.n,~ a~ ~®® rty Secretary City of Fort Worth Mayor City of Fort Worth ,~; f ~~ ~- r,. lj ~~ /~ '! / ~nr r / - -!. ~' • Signature Page for Ciry ofFort Worth Certificate of Resolution •