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HomeMy WebLinkAboutResolution 2155b~ 9 //. RESOLUTION APPROVING A RESOLUTION OF ~ 1~ ALLIANCEAIRPORT AUTHORITY INC WITH RESPECT TO THE ISSUANCE OF BONDS FOR FEDERAL EXPRESS CORPORATION WHEREAS, AllianceAirport Authority Inc. (the Authority") was created under the auspices of the City of Fort Worth (the 'City") pursuant to Article S 190 6, V.A.T C.S (the Act") WHEREAS, notice of a public hearing on the Special Facilities (as defined in the Facilities Agreement attached hereto), as requu-ed by Section 147 of the Internal Revenue Code of 1986 as amended (the 'Code"), was published in a newspaper of general circulation in the City at least 14 days prior to such public hearing; WHEREAS, Federal Express Corporation (the 'Company") has requested that the Authority issue its AllianceAuport Authority Inc. Special Facilities Revenue Bonds, Series 1996 (Federal Express Corporation Project) (the 'Bonds") in the aggregate principal amount not to exceed $250 000 000• WHEREAS the Authority has been requested to issue the Bonds for the purpose of financing the acquisition, construction, equipping and furnishing, for use by the Company of an express cargo package sorting and distribution facility (the 'Special Facilities") located in the City at the Airport, which constitutes a • transportation facility within the meanuig of the Act; WHEREAS, the Authority has agreed to lease the Special Facilities to the Company in accordance with the terms of a Land and Special Facilities Lease Agreement dated as of April 1, 1996 (the 'Facilities Agreement"), to be entered into by the Authority and the Company WHEREAS, the Bonds are to be issued under and secwed by a Trust Indenture dated as of April 1 1996 (the 'Indenture") between the Authority and The First National Bank of Chicago, Chicago, Illinois (the 'Trustee') WHEREAS the Company will execute a Guazanty dated as of April 1 1996 to provide for an unconditional guazantee of the payment of the principal of, premium, if any and interest on the Bonds; WHEREAS, the Bonds are to be issued and delivered pursuant to airs Resolution, the Indenture and applicable laws, including the Act and Article 717k-8, V.A.T C.S WHEREAS, the Company has agreed in the Facilities Agreement that it will be unconditionally obligated to make or pay or cause to be made or paid, to the Trustee certain payments in amounts sufficient to pay and redeem, and provide for the payment and redemption of, the principal of, premium, if any and interest on the Bonds (the 'Special Facilities Rentals") WHEREAS, as security for the payment of the Bonds, the Authority shall assign its right, title and interest in and to the Special Facilities Rentals to the Trustee as part of the Trust Estate; • WHEREAS, it is deemed necessary and advisable that this Resolution be adopted, and WHEREAS, the ternns and conditions in this Resolution shall have the same meanings as defined in the • Facilities Agreement, unless the context or use herein indicates another meaning or intent. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH THAT Section 1 The Facilities Agreement by and between the Authonty and the Companv in substantially the form and substance as attached to this resolution and made a part hereof for all purposes, is hereby approved, and revenue bonds in the principal amount not to exceed $250 004 000 (the 'Bonds'), maybe issued for the purpose of paying the cost of acquiring, constructing, equipping and furnishing or causing to be acquired, constructed, equipped and furnished the Special Facilities, which Special Facilities are in compliance wrath the Development Corporation Act of 1979 as amended, and the rules promulgated thereunder by the Texas Department of Commerce and said Special Facilities are hereby approved. Section 2. The Indenture by and between the Authonty and the Trustee in substantially the form and substance as attached to this Resolution and made a part hereof for all purposes, is hereby approved. Section 3 The resolution adopted by the Authonty authorizing the execution of the Facilities Agreement, the Undenwnttng Agreement by and between the Authonty and the underwriters named therein, the Indenture and authorizing the sale of the Bonds and the use of a Prelinunary Official Statement and an Official Statement in connection with the sale of the Bonds, in substantially the form and substance attached to this Resolution and made a part hereof for all purposes, is hereby specifically approved, and the Bonds maybe issued as provided for therein. Section 4 The City Council of the City of Fort Worth hereby authorizes the Mayor Pro-Tem to approve • the issuance of the aforesaid Bonds in the principal amount not to exceed $250 000 000 for the Company and such approval shall be solely for the purposes of Section 147 of the Code, as amended, and the City shall have no liabilities for the payment of the Bonds nor shall any of its assets be pledged to the payment of the Bonds, and by executing the Certificate page accompanying this Resolution, the Mayor Pro-Tem thereby evidences the approval of the Bonds for the limited purposes described in Section 147 of the Code 2 • • ADOPTED THI~~ DAY OF ~!'l 1996 ATTEST `; ~ ~,'~'~~-~a~ f ~~ ~~ ~~. '~ ~ r ~, ~ ~, ~> ..~ M City Secretary ~ , i~j y , `. +e01 T ll ~ ~ 1 ~ Y _ APPROVED AS TO FORM. c City Attorney Pro-Tem, City of Fort W pp ~~~ ~~~~~ Mt~K 26 1996 L'~J fe~.y of the (~Fcttt~~`~ss • 3- • EXHIBIT . A LEGALDESCRIPTION BEING A TRACT OF LAND SITUATED IN THE G OVERTON SURVEY ABSTRACT NO 972, THE E.B. PETERS SURVEY ABSTRACT NO 1626, THE A. MCDONALD SURVEY ABSTRACT NO 786, AND THE J EVANS SURVEY ABSTRACT NO 396, IN DENTON COUNTY TEXAS, AND BEING ALL OF THAT CERTAIN 158.00 ACRE TRACT OF LAND DESCRIBED IN DEED TO FEDERAL EXPRESS CORPORATION FILED BY CLERKS FILE NO 94-R0034691, MAP RECORDS OF DENTON COUNTY TEXAS TOGETHER WITH A PART OF THAT CERTAIN TRACT OF LAND DESCRIBED IN DEED TO ALLIANCE AIRPORT LTD RECORDED IN VOLUME 2451 PAGE 412, REAL RECORDS OF DENTON COUNTY TEXAS SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS COMMENCING AT A 1 INCH STEEL ROD ON THE WEST LINE OF SAID ALLIANCE AIRPORT TRACT BEING THE SOUTHWEST CORNER OF LOT 1, BLOCK 1 AMERICAN AIRLINES AFW MAINTENANCE BASE, RECORDED IN CABINET H, PAGE 309 PLAT RECORDS OF DENTON COUNTY TEXAS AND CABINET A, SLIDE 593, PLAT RECORDS OF TARRANT COUNTY, TEXAS, SAID ROD ALSO BEING THE MOST WESTERLY NORTHWEST CORNER OF TAXIWAY H, AS DESCRIBED IN DEED TO THE CITY OF FORT WORTH, RECORDED IN VOLUME 2931, PAGE 213, REAL RECORDS OF DENTON COUNTY TEXAS, • THENCE SOUTH 09°53 13 EAST WITH THE WEST LINE OF SAID ALLIANCE AIRPORT TRACT AND THE WEST END OF TAXIWAY H, A DISTANCE OF 299 79 FEET TO A + CUT IN CONCRETE, BEING THE NORTHWEST CORNER OF SAID FEDERAL EXPRESS TRACT AND THE POINT OF BEGINNING OF THIS TRACT HEREIN DESCRIBED THENCE NORTH 80°06'47" EAST, WITH A SOUTH LINE OF TAXIWAY H, A DISTANCE OF 2657.33 FEET TO A RAILROAD SPIKE IN CONCRETE AT A FENCE POST THE NORTHEAST CORNER OF SAID FEDERAL EXPRESS TRACT THENCE SOUTH 09°53 13 EAST WITH THE EAST LINE OF SAID FEDERAL EXPRESS TRACT A DISTANCE OF 1390.00 FEET TO A 5/8 INCH CARTER & BURGESS CAPPED STEEL ROD THENCE NORTH 80°06'47" EAST, A DISTANCE OF 385.29 FEET TO A 5/8 INCH CARTER & BURGESS CAPPED STEEL ROD THENCE SOUTH 09°53 13 EAST A DISTANCE OF 1132.00 FEET TO A 5/8 INCH CARTER & BURGESS CAPPED STEEL ROD THENCE SOUTH 80°06'47 WEST A DISTANCE OF 269 78 FEET TO A 5/8 INCH CARTER & BURGESS CAPPED STEEL ROD A'I' THE BEGINNING OF A CURVE TO THE RIGHT WHOSE RADIUS IS 166A0 AND WHOSE CHORD BEARS NORTH • 77°50 23 SECONDS WEST 124 62 FEET A] THENCE IN A WESTERLY DIRECTION WITH SAID CURVE THROUGH A CENTRAL ANGLE OF 44°05'40" A DISTANCE OF 127 '75 FEET TO A 5/8 INCH CARTER & BURGESS CAPPED STEEL ROD ON THE EAST LINE OF SAID FEDERAL EXPRESS TRACT THENCE SOUTH 09°53 13 EAST WITH SAID EAST LINE A DISTANCE OF 84.28 FEET T'O A 5!8 INCH CARTER & BURGESS CAPPED STEEL ROD LYING IN A CURVE TO THE LEFT WHOSE RADIUS IS 234.00 FEET AND WHOSE CHORD BEARS SOUTH 85°05'50 EAST 119 47 FEET THENCE IN AN EASTERLY DIRECTION WITH SAID CURVE THROUGH A CENTRAL ANGLE OF 29°34 47" A DISTANCE OF 120.81 FEET TO A 5/8 INCH CAPPED CARTER & BURGESS STEEL ROD THENCE SOUTH 80°06'47" WEST, PASSING AT A DISTANCE OF 115.51 FEET A 5/8 INCH CARTER & BURGESS CAPPED STEEL ROD BEING THE SOUTHEAST CORNER OF SAID FEDERAL EXPRESS TRACT CONTINUING WITH ITS SOUTH LINE IN ALL A DISTANCE OF 2772.84 FEET TO A 518 INCH CARTER & BURGESS CAPPED STEEL ROD FOR THE SOUTHWEST CORNER OF SAID FEDERAL EXPRESS TRACT ON THE WEST LINE OF THE BEFORE MENTIONED ALLIANCE AIRPORT TRACT THENCE NORTH 09°53 13 WEST WITH THE WEST LINE OF SAID ALLIANCE AHtPORT TRACT, AND THE WEST LINE OF SAID FEDERAL EXPRESS TRACT, A DISTANCE OF 2590.00 FEET TO THE POINT OF BEGINNING AND EMBRACING • 7,318,088 SQUARE FEET OR 168.00 ACRES OF LAND. • A2 Exhibit B Description of Improvements to be Constructed on the Expansion Site Buildings, structures, improvements, equipment and facilities for the purpose of distribution of express cargo and parcels and for other purposes reasonably incidental thereto Exhibit C Operating Agreement • • RIGHT OF FIRST OPPORTUNITY TO NEGOTIATE A LEASE This Right of First Opportunity to Negotiate a Lease (this Agreement") is entered Into to be effective as of the day of 1996 by HILLWOOD/2470 LTD a Texas limited partnership ("Hillwood'), and ALLIANCEAIRPORT AUTHORITY INC a Texas non-profit industrial development corporation ("Owner") Owner is the owner of the property s>tuated in Denton County Texas described in the attached Exhibit A (the `Property") As part of the transaction pursuant to which Owner acquired the Property Owner agreed to grant to Hillwood a right of first opportunity to negotiate a lease of the Property under certain circumstances. Federal Express Corporation, a Delaware corporation ("FedEx"), currently leases the Property from Owner pursuant to the dated , 1996 (the `FedEx Lease ') NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Hillwood and Owner agree as follows • 1 Subject to the terms and conditions set forth below following termmahon or expiration of the FedEx Lease, in the event Owner desires to lease all or any portion of the Property other than to FedEx, Owner first shall give Hillwood written notice of such intended lease (the `Owner's Notice') The Owner's Notice shall describe generally the terms on which Owner desires to lease the Property or portion thereof. If Hillwood desires to enter into negotiations with Owner to lease the Property or such portion thereof, Hillwood shall deliver written notice of such desire to the Owner within 15 days after receipt of the Owner's Notice (the `Hillwood Notice ') (a) Hillwood shall be deemed to have elected not to negotiate to lease the Property if rt does not deliver the Hillwood Notice within the 15-day period referenced above. If Hillwood elects not to (or is deemed to have elected not to) negotiate to lease the Property Owner may lease the Property to others provided that such lease is signed within 90 days following the expiration of such 15-day period. If Owner has not signed a lease with a third party within said 90-day period, Owner shall not lease all or any portion of the Property thereafter other than to FedEx without first again offering to lease the Property to Hillwood in accordance with this Agreement. (b) If Hillwood does elect to negotiate to lease the Property by delivering the Hillwood Notice within the 15-day time period referenced above, Owner and Hillwood, during the 90-day period following the giving of the Hillwood Notice, shall attempt to negotiate a lease of the Property from Owner to Hillwood. • 1 07530 0016:0149138.03 (c) If Hillwood and Owner are unable to negotiate such lease within such 90- • day period, Owner may lease the Property to third parties on economic terms no more favorable to the tenant than the terms offered to Hillwood, provided, however if Owner has not signed a lease with a third party containing economic terms no more favorable to the tenant that the terms offered to Hillwood, within 90 days after the expiration of such 90-day period or if Owner desires to lease the Property or a portion thereof on economic terms more favorable to the tenant than the terms offered to Hillwood, Owner shall not lease all or any portion of the Property other than to FedEx without first again offering to lease the Property to Hillwood in accordance with this Agreement (and on such revised economic terms that are more favorable to the tenant) 2 The illegality invalidity or unenforceability of any provision of this Agreement shall not affect the legality validity or enforceability of any other provision of this Agreement. 3 Any notice to be given herein shall be deemed given upon the date of deposit thereof ul the U S Mail, by certified mail, return receipt requested, postage prepaid, addressed to Owner or Hillwood, as the case may be, at the address set forth herein. Owner or Hillwood may change its address for notice by giving written ..notice of such changes to the other party not less than ten days prior to the effective date of such address change 4 This Agreement may not be amended except by written document signed by Owner and Hillwood, is binding on the parties hereto and their respective successors and assigns • AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS. 5 The prevailing party in any legal proceeding regarding this Agreement shall be entitled to recover from the other party all reasonable attorneys fees and costs incurred in connection with such proceeding. EXECUTED to be effective as of the date and year first written above. ALLIANCEAIRPORT AUTHORITY INC a Texas non-profit industrial development corporation By Name Title• Address 1000 ~'hrockmorton Fort Worth, Texas 76102 Attn. City Manager 2 07530.00160149138 03 HILLWOOD12470 LTD a Texas limited partnership By Hillwood Holding Corporation, a Texas corporation, general partner By Name Title: Address 2421 Westport Parkway Suite 200 Fort Worth, Texas 76177 Attn. President, Hillwood Development Corporation The City of Fort Worth, Texas (the `City"}, upon acquiring the Property agrees to be bound by the terms of this Agreement, with the term `Owner" then meaning and including the City CITY OF FORT WORTH, TEXAS By• Name Title STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on the day of March, 1996 by of AillanceAlrport Authority Inc a Texas non-profit industrial development corporation, on behalf of said corporation. My Commission Expires Notary Public in and for the State of Texas Printed Name of Notary 3 0753 0.0016:0144138.03 STATE OF TEXAS § ' • COUNTY OF § This instrument was acknowledged before me on the day of March, 1996 by of Hillwood Holding Corporation, a Texas corporation, general partner of Hillwood/2470 Ltd., a Texas hmrted partnership on behalf of said partnership My Commission Expires STATE OF TEXAS § COUNTY OF _ § Notary Public m and for the State of Texas Printed Name of Notary This instrument was acknowledged before me on the day of March, 1996 by of the City of Fort Worth, Texas a municipal corporation, on behalf of said municipal corporation. My Commission Expires EXHIBITS A Property Description Notary Public in and for the State of Texas Printed Name of Notary -4- 07530.0016~0149138.03