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HomeMy WebLinkAboutResolution 1942~, F1E~O~.UTIO.N DId. ' Concurrent Resolution of Cities Final Version CERTIFICATE FOR A CONCURRENT RESOLUTION OF THE CITIES OF DALLAS AND FORT WORTH, TEXAS APPROVING ARTICLES OF AMENDMENT • TO THE ARTICLES OF INCORPORATION OF THE DALLAS-FORT WORTH INTERNATIONAL AIRPORT FACILITY IMPROVEMENT CORPORATION; APPROVING THE ISSUANCE AND SALE OF DALLAS-FORT WORTH INTERNATIONAL AIRPORT FACILITY IMPROVEMENT CORPORATION DELTA AIR LINES, INC. REVENUE REFUNDING BONDS, SERIES 1993; APPROVING DOCUMENTS RELATED THERETO; AUTHORIZING THE EXECUTION OF AN ESCROW AGREEMENT AND THE CALLING OF CERTAIN SPECIAL FACILITY BONDS BEING REFUNDED BY OPTIONAL REDEMPTION; AND RELATED MATTERS 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 24TH DAY OF AUGUST, 1993, at the City Hall, and the roll was called of the duly constituted officers and members of said City Council, to-wit: Kay Granger, Mayor Jewel Woods William Meadows Virginia Nell Webber Jim Lane Chuck Silcox Becky Haskin McKinley Jackson Kenneth L. Barr Councilmembers and all of said persons were absentees: , Whereupon, among other business, said Meeting: a written present, except the following thus constituting a quorum. the following was transacted at bonds4\delta.cit 4 } • A CONCURRENT RESOLUTION OF THE CITIES OF DALLAS AND FORT WORTH, TEXAS APPROVING ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE DALLAS-FORT WORTH INTERNATIONAL AIRPORT FACILITY IMPROVEMENT CORPORATION; APPROVING THE ISSUANCE AND SALE OF DALLAS-FORT WORTH INTERNATIONAL AIRPORT FACILITY IMPROVEMENT CORPORATION DELTA AIR LINES, INC. REVENUE REFUNDING BONDS, SERIES 1993; APPROVING DOCUMENTS RELATED THERETO; AUTHORIZING THE EXECUTION OF AN ESCROW AGREEMENT AND THE CALLING OF CERTAIN SPECIAL FACILITY BONDS BEING REFUNDED BY OPTIONAL REDEMPTION; 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 : 9' NOES: ~ ABSTENTIONS: j) 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 in 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 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 Vernon's Ann. Civ. Stat. Article 6252-17. SIGNED AND SEALED the a7'~ ay of August, 1993. • City Secretary ./ `~`~~ -Mayor bonds4\delta.cit - 2 - • Council Chamber, Wednesday, August 25, 1993 The City Council of the City of Dallas, Texas, convened in regular meeting being open to the public at 9:00 a.m., on this, the 25th day of August, 1993, with the following present: and with the following absent: constituting a quorum, at which time the following among other business was transacted: moved approval of the item relating to a Concurrent Resolution of the Cities of Dallas and Fort Worth, Texas Approving Articles of Amendment to the Articles of Incorporation of the Dallas-Fort Worth International Airport Facility Improvement Corporation; Approving the Issuance and Sale of Dallas-Fort Worth International Airport Facility Improvement Corporation Delta Air Lines, Inc. Revenue Refunding Bonds, Series 1993; Approving Documents Related thereto; Authorizing the Execution of an Escrow Agreement and The Calling of Certain Special Facility Bonds Being Refunded By Optional Redemption; and Related Matters. The motion was seconded by ROLL CALL ON MOTION: AYES: - NAYS: - Absent when vote taken: - Absent: The resolution which was adopted is as follows: bonds4\delto.cit -3- S CITY OF DALLAS RESOLUTION NO. CITY OF FORT WORTH RESOLUTION NO. • A CONCURRENT RESOLUTION OF THE CITIES OF DALLAS AND FORT WORTH, TEXAS APPROVING ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE DALLAS-FORT WORTH INTERNATIONAL AIRPORT FACILITY IMPROVEMENT CORPORATION; APPROVING THE ISSUANCE AND SALE OF DALLAS-FORT WORTH INTERNATIONAL AIRPORT FACILITY IMPROVEMENT CORPORATION DELTA AIR LINES, INC. REVENUE REFUNDING BONDS, SERIES 1993; APPROVING DOCUMENTS RELATED THERETO; AUTHORIZING THE EXECUTION OF AN ESCROW AGREEMENT AND THE CALLING OF CERTAIN SPECIAL FACILITY BONDS BEING REFUNDED BY OPTIONAL REDEMPTION; 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 "Corporation") was duly incorporated and is a validly existing Texas nonprofit corporation pursuant to Subsection 14(f) of the Municipal Airports Act, Article 46d, Vernon's Annotated Texas Civil Statutes, as amended; and WHEREAS, in accordance with Article 46d-14(f), Vernon's Texas Civil Statutes and Article Six (a) of the Corporation's Articles of Incorporation, the Dallas-Fort Worth International Airport Board has requested the Cities to approve, by concurrent resolution, proposed Articles of Amendment to the Articles of Incorporation of the Corporation to specifically authorize the issuance of bonds, notes, and other forms of debt obligations for the purpose of refinancing or refunding, on a current or advance basis, all or part of any bonds, notes, and other forms of debt instruments, previously issued and sold to pay the costs, including the direct and indirect costs, capitalized interest, and reserves therefor of the airport facilities authorized by subsection 2(a) of the Municipal Airports Act, Article 46d, Vernon's Annotated Texas Civil Statutes, in order to benefit and enhance the operation and economic development of the Dallas-Fort Worth International Airport; and WHEREAS, the Corporation proposes to issue and sell its "Dallas-Fort Worth International Airport Facility Improvement Corporation Delta Air Lines, Inc. Revenue Refunding Bonds, Series 1993" (the "Bonds") in an aggregate principal amount not to exceed $35,000,000 finally maturing in not more than 40 years from the date thereof, and having a net effective interest rate not greater • than 9.00% per annum for the purpose of refunding certain outstanding prior Special Facility Bonds (the "Special Facility Bonds"), as follows: (i) the "Dallas-Fort Worth Regional Airport Special Facility Delta Maintenance Base Revenue Bonds, Series 1972" dated July 1, 1972 originally issued in the principal amount of bonds4~delta.cit - 4 - $4,870,000 of which $1,720,000 are currently outstanding being payable serially on November 1 in the years 1993, 1994, 1995 and 1996, (ii) the "Dallas-Fort Worth Regional Airport Special Facility Delta Maintenance Base Revenue Bonds, Series 1983" dated April 1, 1983 originally issued and currently outstanding in the principal amount of $13, 000, 000 maturing November 1, 2009 with a sinking fund commencing on November 1, 1997 and (iii) the "Dallas-Fort Worth Regional Airport Special Facility Delta Improvement Revenue Bonds Series 1983" dated April 1, 1983 originally issued and currently outstanding in the principal amount of $15,750,000 maturing November 1, 2003 with a sinking fund commencing November 1; 1997; and WHEREAS, notice of a public hearing (as defined in the Facilities Agreement, attached hereto), as required by Section 147 of the Internal Revenue Code of 1986, as amended (the "Code"), will be published in newspapers of general circulation in the Cities at least 14 days prior to such public hearing; and WHEREAS, the Articles of Incorporation 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 Corporation, ,which approval must include approval of any loan, lease, trust or other agreements that are necessary and appropriate to the issuance of bonds, notes and other forms of debt instruments by the Corporation 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 in 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 "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, it is further necessary to authorize the execution and delivery of the Escrow Agreement between the Cities, the Dallas-Fort Worth International Airport Board (the "Airport Board") and NationsBank of Texas, N.A. as Escrow Agent, wherein the proceeds from the Bonds herein approved are authorized to be held for the purpose of the payment of principal of and interest on the outstanding Special Facility Bonds to be refunded; • 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: bonds4\detta.cit - 5 - Section 1. In accordance with Article 46d-14(f), Vernon's Texas Civil Statutes, and Article Six (a) of the Corporation's Articles of Incorporation, the proposed Articles of Amendment to the Articles of Incorporation of the Dallas-Fort Worth International Airport Facility Improvement Corporation (a copy of which is attached to this concurrent resolution and made a part hereof for all purposes) is hereby-approved. Upon adoption of this concurrent resolution by the Cities, appropriate officers of the Corporation are hereby directed to take such action as may be prescribed under the Texas Non-Profit Corporation Act (Article 1396-1.01 et seq., Vernon's Texas Civil Statutes) to file the attached Articles of Amendment to the Articles of Incorporation with the office of the Secretary of State, and upon the issuance of a certificate of amendment by the Secretary of State, the Articles of Amendment shall become effective and the Corporation's Articles of Incorporation shall be deemed to be amended accordingly. Section 2. The "Facilities Agreement," the "Trust Indenture," the "Guaranty," and the "Bond Purchase Agreement," all in the form and substance submitted herewith, are hereby approved, in full compliance with the Corporation's. Articles of Incorporation, as authorized to be amended pursuant hereto, and the Bonds in an aggregate principal amount not to exceed $35,000,000, finally maturing in not more than 40 years from the date thereof, and having a net effective interest rate not exceeding 9.00% per annum, may be issued in accordance with and subject to the terms • and conditions set forth in the Bond Purchase Agreement for the purpose of providing a portion of the cost of refunding outstanding Special Facility Bonds issued for the purpose of acquisition and construction, equipping and improvement of certain airport facilities within the boundaries of the Dallas-Fort Worth International Airport for use by Delta Air Lines, Inc.. 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 City Councils of the respective Cities hereby appoint Richard S. Williams to be the designated Hearing Officer for a public hearing relating to the Bonds to be held by the Corporation for purposes of satisfying the requirements of Section 147 of the Code, as amended. Section 4. The City Councils of the respective Cities hereby authorize and approve the issuance of the aforesaid Bonds in • the principal amount not to exceed $35,000,000 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 their assets be pledged to the payment of the Bonds. Additionally, the City Councils of the respective Cities bonds4\delta.cit - 6 - ~~ hereby authorize each of their respective Mayors 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 5. The Escrow Agreement in substantially the form attached hereto and made a part hereof is hereby accepted, approved and authorized to be executed and delivered in such form, with such changes and modifications as the respective City Attorneys shall approve as necessary and appropriate as conclusively evidenced by their execution thereof, to the respective ,parties set forth in such Escrow Agreement. Such Escrow Agreement shall be executed on behalf of the City of Dallas by 'the City Manager, with its corporate seal impressed thereon, and approved as to form by the City Attorney. Such Escrow Agreement shall be executed on behalf of the City of Fort Worth by the City Manager, with its corporate• seal impressed thereon, attested by the .City Secretary, and approved as to form and legality by the City Attorney. The Special Facility Bonds are hereby authorized to be called for optional redemption on November 1, 1993 or the first such later date as will meet the publication requirements of the 1972 Regional Airport Delta Maintenance Base Bond Ordinance, 1983 Regional Airport Delta Air Lines Special Facility Bond Ordinance, and the 1983 Regional Airport Special Facility Delta Maintenance Base Supplemental Bond Ordinance (the "Special Facility Bond Ordinances") (the "Redemption Date"), as determined by the Executive Director of the Dallas-Font . Worth international Airport. The Executive Director is hereby further authorized and directed to issue and publish notices of such redemption as required by the Special Facility Bond Ordinances. Section 6. Upon the consummation of the sale and delivery of,the Bonds, the Director of Finance of the Dallas-Fort Worth International Airport shall make transfers of funds in the aggregate principal amount of $2,220,849.29 (which funds are on deposit in the respective Delta Maintenance Base Bond and Delta Special Facilities Bond Interest and Sinking Funds and Reserve Funds established under the Special Facility Bond Ordinances) to the credit of the Dallas-Fort Worth International Airport Facility Improvement Corporation Delta Air Lines, Inc. Revenue Refunding Bonds, Series 1993 Escrow Fund established pursuant to the Escrow Agreement, and such funds shall be applied in strict conformity with the terms of the Escrow Agreement. APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL, this day of August, 1993. bonds4\delta.cit - 7 - ~,. ~, APPROVED AND ADOPTED BY THE FORT WORTH CITY COUNCIL this ~ ~~' day of , 1993. / ' ~' • fj Mayor, C ' f Fort W ~ th, Texas ATTEST: City Secretary, City of Fort Worth, Texas APPROVED AS TO R AND LEGALITY: ir' ~ ~~~ City Attorney City of Fcrt Worth, Texas {SEAL} • • bonds4\delta.eit - 8 - THE STATE OF TEXAS • COUNTY OF TARRP,NT CITY OF FORT WORTH I, ALICE CHURCH, City Secretary of the City of Fort Worth, Texas, do hereby certify that the above and foregoing is a true and correct copy of Resolution No. ~, duly presented and adopted by the City Council of the City of Fort Worth, Texas, at a regular session held on the 24th day of August, 1993, approving Articles of Amendment to the Articles of Incorporation of the Dallas-Fort Worth International Airport Facility Improvement Corporation; approving the issuance and sale of the Dallas-Fort Worth International Airport Facility Improvement Corporation Delta Air Lines, Inc. Revenue Refunding Bonds, Series 1993; approving documents related thereto; authorizing the execution of an escrow agreement and the calling of certain Special Facility Bonds being refunded by optional redemption; and related matters as same appears of record in the office for the City Secretary. WITNESS MY HAND, and the Official Seal of the City of Fort Worth, Texas, this the ~ day of August, 1993. ~ / City Secretary a- City of Fort Worth, Texas bonds4~delto.cit -9- J, '~ THE STATE OF TEXAS COUNTY OF DALLAS • CITY OF DALLAS I, Robert Sloan, 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 pertaining to its adoption) adopted by the City Council of the City of Dallas, Texas, on the 25th day of August, 1993, approving Articles of Amendment to the Articles of Incorporation of the Dallas-Fort Worth International Airport Facility Improvement Corporation; approving the issuance and sale of Dallas-Fort Worth International Airport Facility Improvement Corporation Delta Air. Lines, Inc. Revenue Refunding Bonds, Series 1993; approving documents related thereto; authorizing the execution of an Escrow Agreement and the calling of certain Special Facility Bonds being refunded by optional redemption; and related matters, which resolution is correctly enrolled in File No. of the Record 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 that 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 Section 3A, Article 6252-17, V.A.T.C.S. WITNESS MY HAND AND SEAL OF THE CITY OF DALLAS, TEXAS, this the day of August, 1993. City Secretary, City of Dallas, Texas bonds4~delta.cit - 1 0 - ~' , ARTICLES OF AMENDMENT TO THE • S ' ARTICLES OF INCORPORATION Pursuant to the provisions of Article 4.03 of the Texas Non- Profit Corporation Act, the undersigned Corporation adopts the following Articles of Amendment to its Articles of Incorporation which: expand the purpose of the Corporation to specifically authorize it to issue bonds, notes and other forms of debt instruments, to refinance or refund, on a current or advance basis, all or part of any bonds, notes and other forms of debt instruments, previously issued and sold to pay the casts, including the direct and indirect casts, capitalized interest, and reserves therefor, of the airport facilities located within the boundaries of Dallas-Fort Worth International Airport as authorized by subsection 2(a) of the Municipal Airports Act, Article 46d, Vernon's Annotated Texas Civil Statutes, in order to benefit and enhance the operation and economic development of the Dallas-Fort Worth International Airport. AR'-'ICLE ONE The name of the Corporation is "Dallas-Fort Worth International Airport Facility- Improvement Corporation" (the "Corporation"). ARTICLE TWO The following amendment to the Articles of Incorporation was adopted by the Corporation on August 5, 1993, and pursuant to Article 46d-14(f)(3), Vernon's Annotated Texas Civil Statutes and Article Six (a) of the Corporation's Articles of Incorporation, was subsequently approved by a concurrent resolution of the City Councils of the Cities of Fort Worth and Dallas, Texas on August 24th and 25th, 1993, respectively. Subsection(a) of Article Four of the Articles of Incorporation is hereby amended so as to read as follows: (a) The purposes of the Corporation shall be limited to: (i) providing financing, through the issuance of bonds, notes and other forms of debt instruments, to pay the costs, including the direct • and indirect costs, capitalized interest, and reserves therefor, of the airport facilities located within the boundaries of Dallas-Fcrt Worth International Airport as authorized by subsection 2(a) of the bonds4~dfu-fic.art o Act, in order to benefit and enhance the operation and economic development of the Dallas-Fort Worth International Airport (the "Airport") owned by the Cities pursuant to the Joint Agreement; and (ii) providing financing, through the issuance of bonds, notes and other forms of debt instruments, to refinance or refund, on a current or advance basis, all or part of any bonds, notes and other forms of debt instruments previously issued and sold to pay the costs, including the direct and indirect costs, capitalized interest, and reserves therefor, of airport facilities located within the boundaries of Dallas-Fort worth International Airport as authorized by subsection 2(a) of the Municipal Airports Act, Article 46d, Vernon's Annotated Texas Civil Statutes, in order to benefit and enhance the operation and economic development of the Airport. ARTICLE THREE The amendment was adopted in the following manner: The amendment was adopted at a meeting of the board of directors held on August 5, 1993, and received the vote of a majority of the director's in office, there being no members having voting rights in respect thereof. In accordance with Article 4bd-14(f)(3), Vernon's Annotated Texas Civil Statutes and Article Six (a) of the Corporation's Articles of Incorporation, these Articles of Amendment were subsequently approved by concurrent resolution of the City Council of the City of Fort Worth, Texas adopted~at a meeting held on August 24, 1993, by a majority vote of the City Councilmembers in office and the City Council of the City of Dallas, Texas adopted at a meeting held on August 25, 1993 by a majority vote of the City Councilmembers in office. Dated 19 Name of corporation By Its President and • Its Secretary bonds4~dfu-fic.arc -~- ;~' .. ~: STATE OF TEXAS ) COUNTY OF ) Before me, a notary public, on this day personally appeared known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements therein contained are true and correct. Given under my hand and seal of office this day of A.D., (Printed or stamped name) (Notarial Seal) Notary Public, State of Texas, My commission expires: 19 . ~. APPROVED COTY COUNCIL lw,jG 24 1993 bonds4~dfw-fic.art - 3 -