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HomeMy WebLinkAboutResolution 2575_~,` CITY OF DALLAS RESOLUTION NO 99- CITY OF FORT WORTH RESOLUTION NO ~57~~ RESOLUTION APPROVING THE ISSUANCE AND SALE OF DALLAS-FORT WORTH INTERNATIONAL AIRPORT FACILITY IMPROVEMENT CORPORATION AMERICAN AIRLINES, INC, REVENUE BONDS, SERIES 1999 IF SPECIFIED PARAMETERS ARE MET• APPROVING DOCUMENTS RELATED THERETO• AND RELATED MATTERS WHEREAS, with the approval of the Cities of Dallas and Fort Worth (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 American Airlines, Inc. Revenue Bonds, Series 1999 (the `Bonds") in an aggregate principal amount not to exceed $220,000,000, finally maturing in not more than 40 years from the date thereof, and having a net effective interest rate not greater than 8.0% per annum, for the purpose of providing a portion of the funds necessary to finance the acquisition and construction, equipping and improvement of certain airport facilities within the boundaries of the Dallas-Fort Worth International Airport for use by American Airlines, Inc. (the `Company") including, but not limited to (i) the acquisition and installation of flight simulators and related equipment, (ii) the construction ~, of buildings to house simulators, (iii) renovations to Terminals A, B and C, (iv) reimbursement to the ~~ Company for previous expenditures, and (v) paying the costs of issuance of the Bonds (the `Protect") 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 m 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, the `Trust Indenture, the `Guaranty and the `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 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 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 City and 6.1\F:\FINAN\DALSO4\52001\CITIES.RES 09/08/99:(6:13pm) WHEREAS, notice of a public hearing with respect to the Project and the Bonds held by a ~~ representative of the Issuer on September 20, 1999 was published no less than 14 days before said date m The Dallas Mormng_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 heanng m 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 Project 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 Project, and (iii) authorize the Mayors of each of the Cities to approve the Bonds and the Project 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, the "I}-ust Indenture, the `Guaranty Agreement, and the `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 $220,000,000, finally maturing in not more than 40 years from the date thereof, and having an interest rate not greater than 8.0% per annum, maybe issued for the purpose of providing a portion of the funds necessary to finance the acquisition and construction, egwpping and improvement of certain airport facilities within the boundaries of the Dallas-Fort Worth International Airport for use by American Airlines, Inc., (the `Company") including, but not limited to (i) the acquisition and installation of flight simulators and related equipment, (ii) the construction and modification of buildings to house simulators, (iii) renovations to Terminals A, B and C, (iv) reimbursement to the Company for previous expenditures, and (v) paying the costs of issuance of 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 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 principal amount not to exceed $220,000,000 and the Project and such approval shall be solely for the purposes of Section 147 of the Code, as amended, and 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 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 regwrements 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. .' 6.1\F:\FINAN\DAISO4\52001\CIT'IES.RES 2 09/08/99:(6:13pm) APPROVED AND ADOPTED BY THE FORT WORTH CITY COUNCIL this 21st day of September 1999 ~~ ~~~ Mayor City of Fort Worth, Texas ATTEST ity Secreta City of Fort orth, Texas APPROVED AS TO FOR D LEGALITY City Attorney City,of Fort Worth, Texas ~ ~ [SEAL] , ;, ~,%,,;,~ ~ ~` ~l~ .~ "~ c _, Signature Page for City of Fort Worth Resolution • 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 21st day of September 1999 approving the issuance and sale of Dallas-Fort Worth International Airport Facility Improvement Corporation American Airlines, Inc. Revenue Bonds, Series 1999 and approving documents related thereto, as same appears of record in 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, as amended. • WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this the 21st day of September 1999 ~~~~~r~~ ~~,, t f <- ~, City Secr ary City of Fort Worth, Texas .~ ^4~tY r&r ~~ ~r± ~i ^r ~. "taw'-~ ~ ~~ "~ !S i, T., ~° ~ .~„ ..- ~ .,, .!fit' ~• :"~•,~ ~M~~e. ~~ ~,r ~'"~ ~. -. • CERTIFICATE FOR RESOLUTION APPROVING THE ISSUANCE AND SALE OF DALLAS-FORT WORTH INTERNATIONAL AIRPORT FACILITY IMPROVEMENT CORPORATION AMERICAN AIRLINES, INC. REVENUE BONDS, SERIES 1999 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 21st day of September 1999 at the City Hall, and the roll was called of the duly constituted officers and members of said City Council, to-wit: Kenneth Barr Mayor Ralph McCloud, Mayor Pro Tem Sylvia Glover Assistant City Secretary Chuck Silcox, Councilmember Clyde Picht, Councilmember Jeff Wentworth, Councilmember Becky Haskin, Councilmember Jim Lane, Councilmember Wendy Davis, Councilmember Frank Moss, Councilmember and all of said persons were present, except the following absentees:_~thus constituting 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 1999 IF CERTAIN PARAMETERS ARE MET APPROVING DOCUMENTS RELATED THERETO• AND RELATED MATTERS was duly introduced for the consideration of said City Council and read in full. It was then duly moved and seconded that said Resolution be adopted, and, after due discussion, said motion, carrying with it the adoption of said Resolution, prevailed and carried by the following vote AYES. ~%L~ NOES ~~- ABSTENTIONS ~~.--2~ 2. That a true, full, and correct copy of the aforesaid Resolution adopted at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate, that said Resolution has been duly recorded m said City Council's minutes of said Meeting; that the above and . foregoing paragraph is a true, full, and correct excerpt from said City Council's minutes of said Meeting 6.1\F:\FINAN WAL504~52001\CITI ES.RES 09/08/99:(6:13pm) 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 th -~.Q~i , f ` C'~ ` ity Secreta City of Fort Worth Mayor City of Fort Worth ,~ (SEAL) ~y °~- ~ ~:: %~~ . ~I ~ ~- /r M Signature Page for City of Fort Worth Certificate of Resolution • APPROVAL OF HIGHEST ELECTED PUBLIC OFFICIAL OF THE CITY OF FORT WORTH OF THE TEFRA HEARING SECTION 147(f) APPROVAL BY MAYOR WHEREAS, the City of Fort Worth, Texas (the `Umt") has jointly with the City of Dallas, approved and authorized the creation of the Dallas-Fort Worth International Airport Facility Improvement Corporation (the `Issuer") as a Texas non profit airport facility financing corporation, pursuant to the Municipal Airports Act, Chapter 22, Texas Transportation Code, as amended (the Act"), to act on behalf of the Cities, and WHEREAS, the Issuer has authorized the issuance and sale of its American Airlines, Inc. Revenue Bonds, Series 1999• and WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the `Code'), requires either the governing body of the Unit or the chief elected executive officer of the Umt to approve the issuance of the Bonds after a public hearing following reasonable public notice, and WHEREAS, a public hearing was conducted on September 20, 1999 following reasonable public notice thereof. NOW, THEREFORE, I, as the chief elected executive officer of the Unit, hereby approve, solely for purposes of satisfying Section 147(f) of the Code, the issuance of the Bonds and the project to be financed thereby This approval shall take effect immediately Kenneth Barr Mayor City of Fort Worth, Texas • 6.1~F':~FINAN\DAISO4~52001UvIISCVIER APP.WPD OS/31/99:(6:02pm) 7 ~~ NO LITIGATION CERTIFICATE I, the undersigned City Attorney for the City of Fort Worth, do hereby certify that to the best of my knowledge no litigation has been filed contesting or challenging in any way the City of Fort Worth Ordinance No 10474 adopted on December 19 1989 by the City of Fort Worth with respect to the approval of the Articles of Incorporation of the Dallas-Fort Worth International Airport Facility Improvement Corporation ("Issuer"), or the City of Fort Worth Resolution No. 1942 adopted on August 24 1993, amending the Articles of Incorporation of the Issuer or the City of Fort Worth Resolution No. ~.5" .~ adopted on September 21, 1999 approving the issuance of the Dallas-Fort Worth International Airport Facility Improvement Corporation American Airlines, Inc. Revenue Bonds, Series 1999 and the related agreements m accordance with such Articles of Incorporation, and such Ordinance and Resolutions have not been amended or rescinded through the date hereof. Dated. Wade Adkins, City Attorney City of Fort Worth 6.1~F:~F[NANWAL504~52001~MISgNO LIT.WPD 09/lON9:(3:24pm)