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Home My WebLink AboutResolution 272004-06-O~A10 49 hCVC '~ CITY OF DALLAS RESOLUTION NO ~ Q g CITY OF FORT WORTH RESOLUTION NO ~ 7~C' 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, wrth 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 point 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 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 Auport 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 fora 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 in 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 pnor to' the consummation of the sale and delivery of any bonds, notes, or other forms of debt instruments by the Corporation, and any related and supporting contracts or agreements with other parties, and DFW300/71003 :ODMP.\MHODMA\Dallac;452894;4 03/28/01 1:31 PM 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 in 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 auport, 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 Auport and to the development and general diversification ofthe economy pursuant to Section 22.012, Transportation Code, as amended. The Cities hereby approve the financing, plamm~g, development, construction, equipping and operation of the Hotel as an Approved Airport Protect" 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 in the form and substance subrrutted 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 furmshing or causing to be constructed, equipped and funushed the `Project" as provided in the Indenture; and said Project is hereby approved. The Bonds maybe 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 in 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. • DFW300l71003 :ODMA\MHODMA\Dallas;452894;4 03!28/01 1.31 PM Section 4 This Resolution shall be effecrive 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 3~d day of ~~ 2001 Mayor City of Fort Worth, Texas ATTEST rty Secret City of Fort Worth, Texas • APPR D AS TO FORM AND LEGALITY ~~ City Attorney City of Fort Worth, Texa ~` ~, ~ ~:. :, ~ , , ' ~, ff~fff ~ ~ ~T?^i. • DFW300/71003 :ODMA\MHODMA\Da11as;452894;4 03/28/01 t.31PM 3- • THE STATE OF TEXAS COUNTY OF DALLAS CITY OF DALLAS I, the undersigned, 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 pertaimng to its .adoption) adopted by the City Council of the City of Dallas, Texas, on the _ day of 2001 approving the issuance and sale of Dallas-Fort Worth International Airport Public Facility Improvement Corporation Airport Hotel Revenue Bonds, Series 2001 and approving documents related thereto which resolution is correctly enrolled in File No 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.precedmg the day of the meeting at the City Hall on a bulletin board located at a place convement to the public, all in compliance with the provisions of Chapter 551 Texas Government Code. WITNESS MY HAND AND SEAL OF THE CITY OF DALLAS, TEXAS, this the day of 2001 • • City Secretary City of Dallas, Texas DFW300/71003 :ODMA\MHODMA\Dallas;452894;4 03/28/01 131 PM • • THE STATE OF TEXAS COUNTY OF TARRANT CITY OF FORT WORTH I, the undersigned, 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 present,~~d,~ d passed by the City Council of the City of Fort Worth, Texas, at a regular meeting held on th(~~~day of 2001 approving the rssuance and sale of Dallas-Fort Worth International Airport Public Facility provement Corporation Airport Hotel Revenue Bonds, Series 2001 and approving documents related thereto, as same appears of record in the off ce of the City Secretary 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 in compliance with the provisions of Chapter 551 Texas Government Code. WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this the ~~ay of 2001 ;`~ , .~"~ l .~ _ ,: ~~ ~~, M ~- - -=;, _ ,,;- t ~- ~, ~~ ~1~~ ity Secretary City of Fort Worth, Texas DFW300/71003 :ODMA\MHODMA\Dallas;452894;4 03/28/01 131 PM THE STATE OF TEXAS • COUNTY OF TARRANT CITY OF FORT WORTH I, the undersigned, 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 presente~d,~?d passed by the City Council of the City of Fort Worth, Texas, at a regular meeting held on the3k~.day of April, 2001, approving the issuance and sale of Dallas-Fort Worth International Airport Public Facility Improvement Corporation Airport Hotel Revenue Bonds, Senes 2001 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 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 in compliance with the provisions of Chapter 551 Texas Government Code. ~ ~ WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this the ~~-day of April, 2001 • +4#~, ~~~ City Secretary ity of Fort Worth, Texas ~•~ P-= ti . ~~>~~ „-- , r°. ~~ ~~ ~ =-~- .., `=r: t. • DFW300-71003 ODMA\MHODMA\Dallas;469763;1 2 03/29/01 10:56AM t , THE STATE OF TEXAS § 5 § COUNTY OF TARRANT § CITY OF FORT WORTH § I, the undersigned, 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 day of 2001, approving the issuance and sale of Dallas-Fort Worth International Airport Public Facility Improvement Corporation Airport Hotel Revenue Bonds, Series 2001 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 m compliance with the provisions of Chapter 551 Texas Government Code. WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this th~~ day of 2001. e ~,.; ~, City Secretary Ci of ort Worth, Texas .,~...; _.. ,r ~~ ~ ~~~ ~^ `' .~ - ;~ y :~ ~. i~~~ ~ L • DFW300/71003 :O DMAVvt HO DMA~Da I Ias;452894;3 :44PM