HomeMy WebLinkAboutResolution 2718CITY OF DALLAS RESOLUTION NO
CITY OF FORT WORTH RESOLUTION NO oZr
RESOLUTION APPROVING THE ISSUANCE AND SALE OFDALLAS-FORT
WORTH INTERNATIONAL AIRPORT PUBLIC FACILITY IMPROVEMENT
CORPORATION AIRPORT HOTEL REVENUE BONDS, SERIES 2001 IF
SPECIFIED PARAMETERS ARE MET MAKING CERTAIN FINDINGS, AND
APPROVING DOCUMENTS RELATED THERETO
WHEREAS, with the approval of the Cities of Dallas and Fort Worth, Texas (the `Cities ') the
Dallas-Fort Worth International Airport Public Facility Improvement Corporation (the `Corporation ')
was duly incorporated and is a validly existing Texas non-profit airport facility financing corporation
pursuant to Chapter 22, Texas Transportation Code, as amended (the Act") and
WHEREAS, the Cities are the lomt owners of the real property and improvements known as
the Dallas-Fort Worth International Airport (the Airport") and
WHEREAS the Dallas-Fort Worth International Airport Board (the `Board"), acting on
behalf of the Cities, intends to construct and own a terminal facility commonly known as `International
Terminal D" (the `Terminal ') and
WHEREAS, the Board intends, pursuant to the Airport Facility Development Agreement to
a be entered into between the Board and the Corporation, to construct and own afirst-class airport hotel
facility (the `Hotel ') m the air space over the Terminal, and
WHEREAS, the Corporation proposes to issue and sell its `Dallas-Fort Worth International
Airport Public Facility Improvement Corporation Airport Hotel Revenue Bonds, Series 2001 (the
`Bonds") pursuant to an Indenture of Trust to be entered into between the Corporation and Bank
One, NA, as trustee (the `Indenture '), in order to pay a portion of the costs of financing the
construction, equipping and furnishing of the Hotel, and
WHEREAS, pursuant to the Airport Hotel Lease Agreement to be entered into between the
Board and the Corporation (the `Lease '), the Board will lease the Hotel to the Corporation for a term
in excess of 40 years; and
WHEREAS, pursuant to Section 22.080 of the Act, the Board may not, without the consent of
the Cities, enter into the Lease, and
WHEREAS, the Corporation's Articles of Incorporation and the Rules and Regulations
Relating to the Organization, Operation, and Management of the Corporation (the `Rules and
Regulations") adopted on December 14 2000, require that the Cities make certain findings relating
to the Hotel m order for the Corporation to participate m the transactions contemplated m these
Recitals; and
WHEREAS, the Articles of Incorporation and the By laws of the Corporation require the
Cities' approval prior to the consummation of the sale and delivery of any bonds, notes, or other form
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of debt instruments by the Corporation, which approval must include all agreements, and the specific
uses; and the methods of withdrawal and expenditure, of the proceeds of such obligations proposed to
be issued by the Corporation, all of which are to be stated and described m 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 Development Agreement, the Lease, the Financing
Agreement, the Indenture and the Bond Purchase Agreement (each as defined m the Indenture and
collectively the Agreements"), which Agreements set forth the specific uses, and the methods of
withdrawal and expenditure, with respect to the proceeds of such Bonds; and
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 Cities hereby find and determine- that the Hotel is a `Public Facility" as
defined m paragraph (a) of Article Four of the Articles of Incorporation of the Corporation, and is a
building or facility for the comfort and accommodation of air travelers, including a facility commonly
found and provided at an airport, pursuant to Section 22.011(b)(1)(D) Transportation Code, as
amended, and is a facility that is beneficial to the operation or economic development of the Airport
and to the development and general diversification of the economy pursuant to Section 22.012,
Transportation Code, as amended. The Cities hereby approve the financing, planning, development,
construction, equipping and operation of the Hotel as an Approved Airport Project" pursuant to
Sections 1 1 and 1.2 of the Rules and Regulations and finds and determines that such project is
consistent with and in furtherance of the purposes of the Corporation.
Section 2. The Development Agreement, the Lease, the Financing Agreement, the.
Indenture and the Bond Purchase Agreement, all m the form and substance submitted herewith, are
hereby approved, m full compliance with the Corporation s Articles of Incorporation, and the Bonds
m the aggregate principal amount not to exceed $77,000,000 with a final maturity date not later than
thirty (30) years, and having an interest rate not exceeding 6.50% per annum, may be issued for the
purpose of paying the cost of constructing, equipping and furnishing or causing to be constructed,
equipped and furnished the `Project" as provided in the Indenture and for the other purposes specified
m the Recitals to the Indenture, and said purposes are hereby approved. The Bonds may be sold
pursuant to the Bond Purchase Agreement to be entered into between the Corporation and Lehman
Brothers, for itself and on behalf of a group of underwriters. The Corporation 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 3 The Cities hereby approve the Lease and consent to the lease of the Hotel from
the Board to the Corporation for a term of more than 40 years, pursuant to the Lease.
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- Section 4 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
2001.
APPROVED AND ADOPTED BY THE FORT WORTH CITY COUNCIL this ~ day
o ~ , 2001.
Mayor City of Fort Worth, Texas
ATTEST
ity Secretary
City of Fort Worth, Texas
• APPROVED AS TO FORM AND LEGALITY
G~%~
City Attorney
City of Fort Worth,
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