HomeMy WebLinkAboutOrdinance 7391 s 4.rJ D r i9. it J ;3 6 2-i
1-776 REGIONAL AIRPORT
BRANIFF AIRWAYS
SPECIAL FACILITIES
BOND ORDINANCE
Authorizing the Issuance of
DALLAS-FORT WORTH REGIONAL
BRANIFF SPECIALFACILITIES
REVENUE BONDS, SERIES 17
$35,000,000
Adopted by
c City Councils of
THE CITY OF DALLAS, TEXAS
and
THE CITY OF FORT WORTH, TEXAS
Effective as of August 1, 1976
CITY OF DALLAS ORDINANCE
No- ----------------
CITY OF FORT WORTH ORDINANCE
® __23_2---/---
AN ORDINANCE ADOPTED CONCURRENTLY by the City Councils, respectively, of the
Cities of Dallas and Fort Worth, authorizing the issuance of Dallas-Fort Worth Regional Airport Braniff
Special Facilities Revenue Bonds, Series 1976, in the aggregate principal amount of $35,000,000, for
the purpose of acquiring, constructing, fabricating and installing certain Special Facilities for the
jointly owned Dallas-Fort Worth Regional Airport of the Cities; providing for the security for and
payment of the Series 1976 Bonds from the Net Rent received under a certain Braniff Airways Special
Facilities Lease Agreement pertaining to the leasing and operation of said facilities; providing that the
same shall not be payable from taxation; providing the form, terms and conditions of the Series 1976
Bonds and the manner of their execution; containing covenants and commitments regarding the
payment of the Series 1976 Bonds; the acquisition and construction of said facilities, and regarding
transfers of airport properties; providing other details concerning the Series 1976 Bonds, said
Agreement and said Airport; providing for the deposit of certain of the proceeds of the Series 1976
Bonds into the Braniff Airways 1976 Special Facilities Acquisition and Construction Fund of
the Joint Airport Fund under and subject to the control of the Dallas-Fort Worth Regional Airport
Board; authorizing said Board to see to the delivery of the Series 1976 Bonds as herein directed
and directing that due observance of the covenants herein contained be made by the Board to the
extent such covenants are performable by it; providing and describing events of default and the
consequences thereof; providing a method of amending this Ordinance; ordaining other matters incident
and relating to the subject and purpose hereof; and declaring an emergency.
WHEREAS, the Cities of Dallas and Fort Worth heretofore determined the then existing
commercial aviation and airport facilities of the Cities, specifically Love Field Airport (hereinafter
called and defined as "Love Field") of the City of Dallas and Greater Southwest International Airport
(hereinafter called and defined as "GSIA") of the City of Fort Worth, to be wholly inadequate to meet
the foreseeable commercial aviation needs of the citizens of the Cities and the residents and citizens
of the entire North Central Texas Region; and
WHEREAS, the Cities further found and determined that the most effective, economic and effi-
cient means of providing needed airport facilities to be the construction and equipment of a centrally
located airport for the Cities, and to that end by an agreement entitled and hereinafter defined as the
"Contract and Agreement," the Cities continued, expanded and further defined the powers and duties
of the Dallas-Fort Worth Regional Airport Board (hereinafter defined as and called the "Board") there-
tofore created; created the Joint Airport Fund of the Cities; and provided for the construction and
operation of an airport known as the "Dallas-Fort Worth Regional Airport", also known as the
"Dallas-Fort Worth Airport" (hereinafter defined as and called the "Airport"); and
WHEREAS, in the exercise of their lawful authority, the Cities have obtained and will obtain in
the future funds for the purpose of the construction, development and equipment of the Airport in
both its first and subsequent phases; and
WHEREAS, the Airport, its first phase having been substantially completed, is the major hub,
primarily passenger and commercial cargo, airport for the metropolitan area of Dallas and Fort Worth
and the entire North Central 'Texas Region and in that regard will contain many separately identifiable
systems, complexes and facilities, each of which separately constitute but a part of the Airport as a
whole, and all of which are and will be functionally related and essential to the proper functioning
of the others; and
WHEREAS, it has been found and determined by the Board in accordance with its lawful duties
acting on behalf of the Cities that it is essential, appropriate and necessary to the proper and orderly
functioning of the Airport for its public purposes that adequate, well-planned, and major facilities
(hereinafter defined as and called the "Braniff Special Facilities") be established, constructed, fabricated
and equipped at the Airport for the public using the Airport, all as a part of the Airport's essential and
necessary systems and facilities; and
WHEREAS, the funds with which to construct and develop the Airport have been and will be
obtained under the authority expressed, reserved and recited in a certain ordinance adopted jointly
by the Cities, effective as of November 12, 1968, and bearing the short title "1968 Regional Airport
Concurrent Bond Ordinance" (hereinafter called "1968 Concurrent Bond Ordinance"); and
WHEREAS, among other rights reserved therein and subject to its other terms, Section 8.7 of
the 1968 Concurrent Bond Ordinance reserves to the Cities, when requested by the Board, the right,
power and authority to issue Special Facility Bonds for the purpose of paying all costs of construction
of Special Facilities (as therein defined); and
WHEREAS, it has also been determined necessary and appropriate by the Board that the Braniff
Special Facilities be financed as Special Facilities, within the meaning of the 1968 Concurrent Bond
Ordinance, through the issuance of the Special Facility Bonds hereinafter described, and the Board
has requested the Cities to issue bonds as such and for such purposes, and, in accordance with the
procedures and provisions described and provided in the Contract and Agreement, the Board has
executed a certain Passenger Service Special Facilities Agreement (hereinafter called the PSF Agree-
ment) dated as of April 1, 1972, with Braniff Airways, Incorporated, and other lessees, and has also
executed a certain Braniff Airways Special Facilities Lease Agreement (hereinafter defined as and called
the "Facilities Agreement") with Braniff Airways, Incorporated, as Lessee, the Facilities Agreement
being dated as of July 1, 1976, and all of its terms and provisions being hereby adopted by reference
and incorporated herein for all purposes; and
WHEREAS, the Board as permitted by law and by the Contract and Agreement, further considers
it appropriate and necessary in the public interest to have the Braniff Special Facilities operated for
it and on its behalf, but under and subject to its jurisdiction and control and*to the jurisdiction and
control of the Cities under the Contract and Agreement, by Braniff Airways, Incorporated, as set
forth in the Facilities Agreement and the PSF Agreement; and
WHEREAS, the City Councils have each found and determined as to each that the matters to
which this Ordinance relates are matters of imperative public need and necessity in the protection of
the health, safety and morals of the citizens of each of the Cities and, as such, that this Ordinance
is an emergency measure and shall be effective as to each City respectively upon its adoption by its
City Council; and
WHEREAS, as to each respective City Council, it has been found and determined and it is hereby
found and determined that the meeting at which this Ordinance is adopted is open to the public as
required by law and that notice of the time, place and purpose of said meeting was given and posted in
accordance with the requirements of Article 6252-17, Vernon's 'Texas Civil Statutes, as amended;
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NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF DALLAS, TEXAS:
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF FORT WORTH, TEXAS:
ARTICLE I
Title,Findings and Ratification
Section 1.1 SHORT TITLE. This Ordinance may be cited by the short title "1976 Braniff
Airways Special Facilities Bond Ordinance."
Section 1.2. FINDINGS. All of the declarations and findings contained in, recited or repeated
in the preambles of this Ordinance and in the preambles of the Facilities Agreement are made a part
hereof and shall be fully effective as a part of the ordained subject matter of this Ordinance and are
adopted by the Cities as true and proper determinations and findings of the Cities.
Section 1.3. RATIFICATION. All actions heretofore taken (not inconsistent with the provisions
hereof) by the Cities, by the Board and by the employees and officers of each directed toward the
Airport and the issuance of the Series 1976 Bonds herein authorized, expressly including the authoriza-
tion, execution and delivery of the Facilities Agreement and the PSF Agreement by the Board are hereby
ratified, approved, confirmed, accepted and adopted.
ARTICLE H
Definitions and Construction
Section 2.1. DEFINITIONS. In and throughout this Ordinance, the following words and expres-
sions shall have the following meanings, respectively, to-wit—
(a) "Airport" means the Dallas-Fort Worth Regional Airport, also known as the Dallas-Fort
Worth Airport, as aforesaid.
(b) "Additional Bonds" means any Bonds issued for the purposes specified in Section 8.2
hereof.
(c) "Average Annual Debt Service Requirements" means that average amount which, at the
time of the issuance of the Bonds, will be required to pay and discharge principal and interest
when due arrived at by dividing the total of such requirements by the number of years from
the date of such calculation until the final maturity on the last series of Bonds to mature. Interest
requirements provided out of the proceeds of Bonds, and bond reserve fund requirements eligible
for application against the final years principal and interest requirements shall not be included
in making the aforementioned computations.
(d) "Board" means the Dallas-Fort Worth Regional Airport Board, as aforesaid.
(e) "Bonds" means the Series 1976 Bonds, the Completion Bonds, the Additional Bonds
and any Refunding Bonds issued in lieu thereof, all of which are Special Facility Bonds within
the meaning of the 1968 Concurrent Bond Ordinance.
(f) "Braniff 1976 Special Facilities Acquisition and Construction Funa" means the fund
by that name created in Section 5.2 of this Ordinance and constituting a part of the Joint
Airport Fund.
(g) "Braniff 1976 Special Facilities Bond Interest and Sinking Fund" means the Fund by
that name created in Section 7.2 and constituting a part of the Joint Airport Fund.
(h) "Braniff 1976 Special Facilities Bond Reserve Fund" means the fund by that name
created in Section 7.2 of this Ordinance and constituting a part of the Joint Airport Fund.
(i) "Braniff 1976 Special Facilities Net Rent Clearance Fund" means the, fund by that name
created in Section 7.2 of this Ordinance and constituting a part of the Joint Airport Fund.
(j) "Braniff Special Facilities" means the facilities and properties defined in the Facilities
Agreement as the "Special Facilities."
(k) "Cities" means collectively the municipal corporations and political bodies and sub-
divisions of the State of Texas known as the City of Dallas, in the County of Dallas, and the
City of Fort Worth, in the County of Tarrant, and such term shall also be deemed to include
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and refer to, in all appropriate respects, any successor political body, authority or subdivision if
the Airport shall ever be transferred thereto as permitted by Section 9.3 hereof.
(1) "City Council" or "City Councils" means in each instance the governing body as from
time to time constituted of each of the Cities or the plural thereof shall mean and refer to the
governing bodies of both of the Cities.
(m) "Contract and Agreement" means that certain agreement entitled "Contract and Agree-
ment," entered into actually on April 23, 1968, but effective as of April 15, 1968, by and
between Dallas and Fort Worth, which by its terms continues, expands, and further defines the
powers and duties of the Board, creates the Joint Airport Fund, as herein defined, and provides
for the construction and operation of the Airport.
(n) "Completion Bonds" means Bonds issued for the purpose of completing the payment
of the Costs of the Initial Special Facilities, or any subsequent Costs of the Special Facilities
for which Additional Bonds have been issued, as permitted in Section 8.1 hereof.
(o) "Costs of the Special Facilities" or "Costs of the Initial Special Facilities" means the
items of costs described and enumerated in subsection (j) of Section 1.1 of the Facilities
Agreement.
(p) "Dallas"means the City of Dallas,Texas.
(q) "Director of Engineering" means that person who shall from time to time be in
charge of the Board's Engineering Department.
(r) "Director of Finance"means the Director of Finance of the Board.
(s) "Executive Director" means the chief administrative and executive officer of the Board
as described and required by the Contract and Agreement.
(t) "Event of Default" means any of the events stated in Section 10.1 hereof as events of
default.
(u) "Facilities Agreement" means the agreement with the Lessee described in the preambles
hereof.
(v) "Fort Worth"means the City of Fort Worth, Texas.
(w) "Ground Rent" means the rent payable to the Board under Section 5.1 of the Facilities
Agreement.
(x) "Holder" when used in conjunction with the Bonds or coupons appertaining to the
Bonds, means the person in possession and the apparent owner of the designated item.
(y) "Independent Accountant" means any Certified Public Accountant or firm of Certified
Public Accountants, or both as determined by the Board, duly licensed to practice and practicing
as such under the laws of the State of 'Texas, appointed and paid by the Board, who is, in fact,
independent and not under the dominion of the Board or the Cities.
(z) "Initial Special Facilities" means the facilities and properties defined and described as such
in the Facilities Agreement.
(AA) "Investment Securities" means any of the securities from time to time permitted by
the agreement with the Treasurer to be utilized by him as security for the funds of the Board
on deposit with him (except personal bonds), and additionally includes any time deposits or
certificates of deposit of any State Bank or National Banking Association which are themselves
secured by any of the above and foregoing.
(BB) "Joint Airport Fund" means the master fund by that name created by the Cities for
the purpose of accurately and adequately recording and accounting for the ownership, operations
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and properties to the joint venture of the Cities evidenced by the Contract and Agreement, all as
described and provided in Section 17 of the Contract and Agreement.
(CC) "Lessee" means Braniff Airways, Incorporated, a Nevada Corporation, as aforesaid,
being the Lessee under the Facilities Agreement.
(DD) "Net Rent" means the rent payable to the Board under Section 5.2 of the Facilities
Agreement and herein pledged to the payment of the Bonds.
(EE) "1968 Concurrent Bond Ordinance" means the Ordinance described and referred to
by that name in the preambles hereof.
(FF) "Paying Agent" or "Paying Agents," with respect to the Series 1976 Bonds, means
Texas Bank and Trust Co. of Dallas, Dallas, Texas; and the Fort Worth National Bank, Fort
Worth, Texas; and Citibank (N.A.), New York, New York.
(GG) "Pledged Revenues" means the revenues specified in Section 7.1 hereof and therein
pledged to the payment of the Bonds.
( ) "Refunding Bonds" means any bonds issued for the purposes authorized under
Section 8.3 hereof.
(II) "Series 1976 Bonds" means the series of Bonds authorized in Article III hereof.
(JJ) "Treasurer" means the duly designated Treasurer for the Board and the Joint Airport
Fund as described and contemplated in the Contract and Agreement.
Section 2.2. CONSTRUCTION AND EFFECT OF COVENANTS. This Ordinance, except
where the context hereof by clear implication shall otherwise require, shall be construed and applied
as follows:
(a) Definitions include both singular and plural.
(b) Pronouns include both singular and plural and cover all genders.
(c) Any percentage of Bonds, for the purposes of this Ordinance, shall be computed on
the basis of the unpaid principal amount thereof outstanding at the time the computation is made
or is required to be made hereunder.
(d) None of the covenants herein shall ever impose, or be construed as imposing, a liability
or obligation on the part of the Cities, or either of them, or the Board, either (i) to pay the
principal of or interest on any Bonds out of any funds derived by taxation; or (ii) to pay the
Bonds out of the "Gross Revenues" of the Airport, as defined in the 1968 Concurrent Bond
Ordinance.
(e) All covenants contained herein which require the performance of an affirmative, common
or joint act with respect to the Airport, the Braniff Special Facilities or the Bonds shall be
performed, on behalf of the Cities acting jointly, by the Board, and from and after the effective
date of this Ordinance, the Board shall be obligated to undertake and perform each and every
such covenant and this Ordinance shall constitute a directive and order to the Board to that effect.
(f) All covenants contained herein requiring the Cities to pay the principal of and the
interest on Bonds shall be joint, and not several, obligations, and all such obligations shall be
payable and collectible solely from Pledged Revenues, such revenues being owned in undivided
interest by Dallas (to the extent of 7/11ths thereof) and by Fort Worth (to the extent of
4/11ths thereof); and each, and every Holder of Bonds shall by his acceptance thereof consent
and agree that no claim, demand, suit or judgment for the payment of money, shall ever be
asserted, entered or collected against either City individually, except out of said funds and
exceeding in the case of Dallas an amount equal to 7/11ths of the total amount asserted or
demanded, and in the case of Fort Worth an amount equal to 4/11ths of the total amount asserted
or demanded.
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(g) In the event of a transfer of the Airport to another political body or political subdivision,
as permitted by Section 9.3 hereof, the governing board of such political body, when operating
the Airport under and subject to the provisions of this Ordinance, shall be obligated to perform
all of the covenants and duties hereof imposed upon the Cities themselves or upon the Cities
acting through the Board, and shall be authorized to exercise the rights reserved herein to the
Cities or to the Board in such manner as may be appropriate and consistent with its usual and
customary methods of exercising similar rights in other instances so long as the method or
methods utilized do not impair or defeat the substantive purposes of this Ordinance.
(h) Nothing in this Ordinance shall be deemed or construed to prohibit the Cities or the
Board from financing, acquiring, constructing, installing and equipping any Special Facilities for
the Airport of any type considered by the Board to be necessary or desirable in connection
therewith under the 1968 Concurrent Bond Ordinance through the issuance of Special Facilities
Bonds therefor payable from lease agreements with any parties, including the Lessee, and expressly
including the right to acquire, construct, fabricate and install (original or replacement) other
Braniff Special Facilities or facilities of a type similar thereto by any method additional to the
issuance of Completion Bonds or Additional Bonds and in any locations at the Airport, and either
within or without the Leased Lands, as defined in the Facilities Agreement, or any part thereof,
through the execution of other agreements with other parties, or the Lessee.
ARTICLE III
Series 1976 Bonds
Section 3.1. AUTHORIZATION. (a) For the purpose of providing funds with which to pay
the costs of the Initial Special Facilities, as contemplated by the Facilities Agreement, it is hereby
declared necessary that the Cities authorize and issue, and the Cities hereby authorize and direct the
issuance of, "Dallas-Fort Worth Regional Airport Braniff Special Facilities Revenue Bonds, Series
1976" (hereinabove defined as the "Series 1976 Bonds"), in the aggregate principal amount of
$35,000,000 payable both as to principal and interest solely out of Pledged Revenues, as described,
defined and pledged-herein.
(b) The Series 1976 Bonds are and shall be "Special Facility Bonds," issued under the authority
reserved to the Cities in Section 8.7 of the 1968 Concurrent Bond Ordinance and pursuant to the
e of Article 1269j-5.1, Article 1269j-5.2, Article 46d,
authority granted the Cities under and by virtu
and other applicable provisions of Vernon's Texas Civil Statutes, as amended.
Section 3.2. DATE, DENOMINATION, MATURITIES AND INTEREST RATES. The Series
1976 Bonds shall be dated August 1, 1976, shall be in the denomination of $5,000 each, shall consist
of 7,000 Bonds numbered in direct numerical order from 1 through 7,000 and shall mature and become
due and payable on November 1 in each of the years and in the amounts and bearing interest per
annum from their date to their stated maturity or earlier redemption as follo*s, to-wit:
Rate of
Fears Amounts Bond Numbers Interest
1980 $ 1,750,000 1 through 350 6.00%
1981 . . . . . . . . . . . . . . . . . . . . 1,750,000 351 through 700 6.20%
1982 1,000,000 701 through 900 6.40%
1983 1,000,000 901 through 1,100 6.60%
1984 . . . . . . . . . . . . . . . . . . . . 1,000,000 1,101 through 1,300 .80%7
1985 . . . . . . . . . . . . . . . . . . . . 1,500,000 1,301 through 1,600 .00%
1986 1,500,000 1,601 through 1,900 7.20%
1996 6,000,000 1,901 through 3,100 7. %
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2006 . . . . . . . . . . . . . . . . . . . . 1,500,000 3,101 through 3,400 .500%
2006 . . . . . . . . . . . . . . . . . . . . 18,000,000 3,401 through 7,000 .00%
Interest at such rates shall be evidenced by coupons initially attached to each of the Series 1976 Bonds
payable on November 1, 1976, and semi-annually thereafter on each May 1 and November 1.
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Section 3.3. PAYING AGENTS. Both the principal of and the interest on the Series 1976
Bonds shall be payable to bearer in lawful money of the United States of America without deduction
for exchange or collection charges at the principal offices of the Paying Agents.
Section 3.4. PRIOR REDEMPTION. (a) Series 1976 Bonds, numbered I to 1,900, both
inclusive, are not subject to redemption prior to their respective stated maturities, except as provided
in Section 3.4(e) hereof.
(b) Series 1976 Bonds numbered 1,901 to 7,000, both inclusive, may be redeemed, at the option
of the Cities, prior to their stated maturity in whole at any time on or after November 1, 1986, or in
part in inverse order of maturity and by lot within a maturity on November 1, 1986, and on any
interest payment (fate thereafter, from any moneys (other than the moneys on deposit in the Braniff
1976 Special Facilities Bond Interest and Sinking Fund as provided in subsection (c), below) at the
respective Redemption Prices (expressed as percentages of the principal amount) set forth below,
together with accrued interest to the dates on which redeemed:
Period During Which Redeemed Redemption
(Both Dates Included) Price
November 1, 1986—October 31, 1987 . . . . . . . . . . . . . . . . . . . . . . . . 104 %
November 1, 1987—October 31, 1988 . . . . . . . . . . . . . . . . . . . . . . . . 1031/2
November 1, 1988—October 31, 1989 . . . . . . . . . . . . . . . . . . . . . . . . 103
November 1, 1989—October 31, 1990 . . . . . . . . . . . . . . . . . . . . . . . . 1021/2
November 1, 1990—October 31, 1991 . . . . . . . . . . . . . . . . . . . . . . . . 102
November 1, 1991 —October 31, 1992 . . . . . . . . . . . . . . . . . . . . . . . . 1011/2
November 1, 1992 October 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . 101
November 1, 1993 October 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . 1001/2
November 1, 1994 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
(c) Apart from the Cities' right and option of redeeming Series 1976 Bonds numbered 1,901 to
7,000, both inclusive, as provided in subsection (b), above, said numbered Series 1976 Bonds are
further subject to the following mandatory redemption provisions, to-wit:
(i) Of said numbered Series 1976 Bonds, those bonds bearing numbers 1,901 to 3,100
both inclusive, are subject to the mandatory requirement that, on or about September 15
(but not later than September 20) in each of the years hereinbelow specified, the Board, acting
on behalf of the Cities, shall select (by lot) the number of bonds (out of the Series 1976 Bonds
bearing said numbers) as are hereinbelow designated for each such year and shall redeem the
numbered Series 1976 Bonds thus selected on the following November 1 in each such year,
respectively, from the moneys to be set aside for that purpose in accordance with paragraph (iii) of
subsection (a) of Section 7.3 of this Ordinance. The years and the corresponding number of Series
1976 Bonds to be thus selected and mandatorily redeemed in each such year, respectively, are as
follows, to wit:
Redemption Number of Bonds-to be
Years Selected and Redeemed
1980 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
1981 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1. . 40
1982 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
1983 _ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
1984 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
1985 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
1986 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
1987 _ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
1988 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
1989 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
1990 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
1991 . . . . . . . . . . . . . . . . . . . . . . . . . . .I. . . . . . . . 100
1992 _ . . . . . . . . . . . . . . . . . . . . . . . . . 100
1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
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The Series 1976 Bonds bearing said numbers remaining unselected for redemption on November 1,
1995, shall be paid on the date of their stated maturity from the moneys to be deposited into the
Braniff 1976 Special Facilities Bond Interest and Sinking Fund during the period 1995-1996,
pursuant to paragraph (iii) of subsection (a) of Section 7.3 of this Ordinance.
(ii) Of said numbered Series 1976 Bonds, those bonds bearing numbers 3,101 to 3,400, both
inclusive, are subject to the mandatory requirement that, on or about September 15 (but not
later than September 20) in each of the years hereinbelow specified, the Board, acting on
behalf of the Cities, shall select (by lot) the bonds (out of the Series 1976 Bonds bearing said
numbers) as are hereinbelow designated for each such year and shall redeem the numbered
Series 1976 Bands thus selected on the following November 1 in each such year, respectively,
from the moneys to be set aside for that purpose in accordance with paragraph (iv) of subsection
(a) of Section 7.3 of this Ordinance. The years and the corresponding number of Series 1976
Bonds to be thus selected and mandatorily redeemed in each such year, respectively, are as
follows, to wit—
Redemption Number of Bonds to be
Fears Selected and Redeemed
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
2000 . . . . . . . . . . . . . :. . . . . . . . . . . . . . . . . . . . . . 20
2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
The Series 1976 Bonds bearing said numbers remaining unselected for redemption on November 1,
2005, shall be paid on the date of their stated maturity from the moneys to be deposited into the
Braniff 1976 Special Facilities Bond Interest and Sinking Fund during the period 2005-2006,
pursuant to paragraph (iv) of subsection (a) of Section 7.3 of this Ordinance.
(iii) Of said numbered Series 1976 Bonds, those bonds bearing numbers 3,401 to 7,000, both
inclusive, are subject to the mandatory requirement that, on or about September 15 (but not
later than September 20) in each of the years hereinbelow specified, the Board, acting on
behalf of the Cities, shall select (by lot) the bonds (out of the Series 1976 Bonds bearing said
numbers) as are hereinbelow designated for each such year and shall redeem the numbered
Series 1976 Bonds thus selected on the following November 1 in each such year, respectively,
from the moneys to be set aside for that purpose in accordance with paragraph (v) of subsection
(a) of Section 7.3 of this Ordinance. The years and the corresponding number of Series 1976
Bonds to be thus selected and mandatoril redeemed in each such respectively,y year, res ectivel are as �
follows,to wit—
Redemption Number of Bonds to be
Years
Selected and Redeemed
1997
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140 (:
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 280 "
2000 . . . 280
2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 280
2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 280
2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 360
2004 . . . . . . . . . 360 =.
2005
8 va"
r
The Series 1976 Bonds bearing said numbers remaining unelected for redemption on Novem-
ber 1, 2005, shall be paid on the date of their stated maturity from the moneys to be deposited
into the Braniff 1976 Special Facilities Bond Interest and Sinking Fund during the period 2005-
2006 pursuant to paragraph (v) of subsection (a) of Section 7.3 of this Ordinance.
(iv) Such of said numbered bonds as are dedeemed pursuant to this subsection shall be
redeemed at a price equal to the principal amount thereof plus accrued interest to the date of
redemption and without premium. If in any year in which the Cities, acting through the Board,
are required to redeem Series 1976 Bonds pursuant to the mandatory provisions of this subsection,
they shall, either before or after (but prior to October 1) the selection of the Series 1976 Bonds,
to be redeemed mandatorily that year, be given the opportunity of purchasing any of the Series 1976
Bonds of that respective maturity for a price less than as above specified, the Board shall be author-
ized to make such purchases (but not more than the number to be required to be redeemed that
year) from the moneys set aside that year for the redemption of said Series 1976 Bonds, as
aforesaid, and the number of the Series 1976 Bonds thus purchased shall be deducted from the
number to be required to be redeemed that year.
(v) In the event of an optional redemption from other moneys as authorized by subsection
(b), above, of less than all of the Series 1976 Bonds which are subject to the mandatory provisions
of subsection (c), above, the number of Series 1976 Bonds thus optionally redeemed shall propor-
tionately reduce (in whole denominations) as to the respective maturity of the Series 1976 Bonds out
of which an optional redemption has occurred the number of the Series 1976 Bonds required to be
selected and mandatorily redeemed each year and to be paid at the respective stated maturity.
(d) At least thirty (30) days prior to the date of any such redemption, whether such date shall
be fixed by the mandatory provisions specified above, or by reason of the exercise of the optional
rights of redemption there provided, or by reason of subsection (e) below, the Board, acting on
behalf of the Cities, shall cause a written notice of such redemption (specifying the Series 1976 Bonds
to be either mandatorily or optionally redeemed, or both) to be published at least once in a newspaper
or financial publication published in the City of New York, New York. By the date fixed for any
such redemption, due provision shall be made with the Paying Agents for the payment of the
principal amount of the Series 1976 Bonds to be so redeemed, redemption premium, if any, and
accrued interest thereon to the date fixed for redemption. If the written notice of redemption is published,
and if due provision for payment is made, all as provided above, the Series 1976 Bonds, which are
to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not
bear interest after the date fixed for redemption, and shall not be regarded as being outstanding for
any purpose except for the purpose of receiving the funds so provided for such payment.
(e) The Series 1976 Bonds shall be redeemed as a whole at any time not later than 120 days
after interest on the Series 1976 Bonds shall be finally determined, upon the basis of a ruling of the
Internal Revenue Service or a determination by a court of competent jurisdiction, to be includable for
Federal income tax purposes in the income of all recipients thereof subject to Federal income taxation,
provided that such determination of taxability is a result of the breach of the covenant made in
Section 7.6 hereof. The redemption price of the Series 1976 Bonds redeemed pursuant to this sub-
section (e) shall be the principal amount thereof, plus accrued interest to the date of redemption.
Section 3.5. FORM. The form of the Series 1976 Bonds, including the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be printed and endorsed
9
on each Bond, and the form of the interest coupons to be attached thereto, shall be, respectively,
substantially as follows, to-wit:
(FORM F SERIES 176 BONDS)
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF DALLAS AND TARRANT
ALLAS-FORT WORTH REGIONAL AIRPORT
BRANIFF SPECIAL FACILITIES REVENUE BOND
SERIES 1976
$5, 00
On the lst day of November, . . . ., the Cities of Dallas and Fort Worth (herein collectively
called the "Cities"), municipal corporations duly incorporated under the laws of the State of Texas,
for value received, hereby jointly promise to pay to bearer, solely from the revenues and funds described
herein, the total principal sum of
FIVE THOUSAND OLLA S
and to pay interest thereon from the date hereof to the maturity or earlier redemption of this bond
at the rate of . . . . % per annum, evidenced by initially attached coupons payable November 1, 1976,
and $emi-annually thereafter on each May 1 and November 1. Both principal and interest shall
be payable in lawful money of the United States of America upon surrender of this bond or the proper
coupons as they severally become due, at Texas Bank & Trust Co. of Dallas, Dallas, Texas, or at the
Fort Worth National Bank, Fort Worth, Texas, or at the principal offices of Citibank (N.A.),New York,
New York, paying agents, without exchange or collection charges to the bearer hereof.
The bonds of this Series numbered 1 to 1,900, both inclusive, are not subject to redemption prior
to their respective stated maturities, except as provided in the paragraph next below. The bonds of
this Series numbered 1,901 to 7,000, both inclusive, may be redeemed, at the option of the Cities,
prior to their stated maturity in whole at any time on or after November 1, 1986, or in part in inverse
order of maturity and by lot within a maturity, on November 1, 1986, and on any interest payment
date thereafter, from any moneys (other than the moneys on deposit in the interest and sinking
fund therefor) at the following redemption prices (expressed as percentages of their face principal
amount): bonds redeemed during the period November 1, 1986 through October 31, 1987, both
inclusive, 104%; bonds redeemed during the period November 1, 1987 through October 31, 1988,
both inclusive, 103?6%; bonds redeemed during the period November 1, 1988 through October 31,
1989, both inclusive, 103%; bonds redeemed during the period November 1, 1989 through October 31,
1990, both inclusive, 102?6%; bonds redeemed during the period November 1, 1990 through
October 1, 1991, both inclusive, 102%; bonds redeemed during the period November 1, 1991 through
October 31, 1992, both inclusive, 1011/a%; bands redeemed during the period November 1, 1992
through October 31, 1993, both inclusive, 101%; bonds redeemed during the period November 1,
1993 through October 31, 1994, both inclusive, 1001/a%; bonds redeemed November 1, 1994
and thereafter, 100%, plus accrued interest to the date of redemption. In addition, the bonds of this
Series numbered 1,901 to 7,000, both inclusive, are subject to certain further mandatory redemption
requirements provided and established in the Ordinance authorizing this Series of bonds. Under
such provisions, a specified number of said bonds shall be selected by lot and mandatorily redeemed
prior to their stated maturities in the years 1980 through 1995 and 1997 through 2005 for a
redemption price equal to the principal amount thereof and accrued interest to the date of re-
demption and without premium. The bonds bearing such numbers which are not thus selected
and mandatorily redeemed during said years shall be paid at their respective stated maturities. Said
mandatory redemptions and payments at maturity shall be accomplished from moneys required by said
Ordinance to be deposited into the interest and sinking fund for this Series of bonds.
10
Additionally, the Series 1976 Bonds shall be redeemed as a whole at any time not later than 120
days after interest on the Series 1976 Bonds shall be finally determined, upon the basis of a ruling of the
Internal Revenue Service or a determination by a court competent jurisdiction, to be includable for
Federal income tax purposes in the income of all recipients thereof subject to Federal income taxation, k'
provided that such determination of taxability is a result of the failure to comply with the covenant
contained in the Ordinance authorizing this Series of bonds that the Board acting on behalf of the
Cities will not expend the proceeds of the Series 1976 Bonds for any purpose or undertake, or permit
the Leasee to undertake or permit, any act or use of the leased premises which would cause the
Series 1976 Bonds to be "Industrial Development Bonds" within the meaning of the Internal Revenue
Code of 1954, as amended.
When bonds shall be redeemed pursuant to the foregoing, the specific bonds to be redeemed
shall be determined and a written notice of such redemption shall be given in the manner specified in
the Ordinance of the Cities authorizing this Series of bonds. By the date fixed for any such redemption,
due provision shall be made with the paying agents for the payment of the principal amount of the
bonds to be so redeemed, redemption premium, if any, plus accrued interest thereon to the date fixed
for redemption. If the written notice of redemption is published, and if due provision for payment is
made, all as provided above, the bonds, which are to be so redeemed, thereby automatically shall be j
redeemed prior to maturity, and they shall not bear interest after the date fixed for redemption, and
shall not be regarded as being outstanding for any purpose except for the purpose of receiving the
funds so provided for such payment.
This bond is one of a duly authorized issue of bonds, dated August 1, 1976, numbered from 1
through 7,000, of the denomination of $5,000 each, aggregating $35,000,000, issued by the Cities
for the purpose of providing funds for the purpose of acquiring, constructing, fabricating and installing
certain Special Facilities for the jointly owned Dallas-Fort Worth Regional Airport of the Cities. For
the purpose of providing for the issuance of this Series of bonds and securing the payment thereof, the
Cities have jointly adopted a certain ordinance known by the short title as the "1976 Braniff Airways
Special Facilities Bond Ordinance," (the "Ordinance") and therein have jointly pledged their respective
interests in certain moneys therein defined as "Pledged Revenues," which term includes certain net rents
to be derived by the Dallas-Fort Worth Regional Airport Board (the "Board") under and pursuant to
the terms of a certain Braniff Airways Special Facilities Lease Agreement, dated as of July 1, 1976,
between the Board and Braniff Airways, Incorporated, a certified air carrier serving and served by said
Airport. Said Pledged Revenues, including said net rent, will be on deposit from time to time in various
funds created and confirmed in and pursuant to the Ordinance, and are unconditionally and irrevocably
committed and pledged to the purposes specified for said funds including the payment of this Series
of bonds, and other bonds, if any, which may be issued under said Ordinance. Reference is made to the
Ordinance and to said Braniff Airways Special Facilities Lease Agreement for a further description
of Pledged Revenues and said net rent, the nature and extent of the security thereof, a statement of
the rights, duties and obligations of each of the Cities, the rights and remedies of'bondholders in the 1
event of default thereunder, and further rights of the holders of this Series of bonds, to all the provisions
of which the holder hereof by the acceptance of this bond assents and agrees.
As provided in the Ordinance, the obligations of the Cities to pay money hereon out of
Pledged Revenues are joint, and not several, and no claim, demand, suit or judgment shall ever be
asserted, entered or collected against or from one City without the other and no individual liability
shall ever exceed in the case of Dallas 7/11ths of the total amount thereof, and in the case of
Fort Worth 4/11ths of the total amount thereof, and such sums shall be payable and collectible
solely from the funds in which Pledged Revenues shall from time to time be on deposit. 5
The holder hereof shall never have the right to demand payment of this obligation out of any
funds raised or to be raised by taxation.
It is hereby certified and recited that all acts and things required by the Constitution and laws
of the State of Texas to be done, to exist, and to be performed precedent to and in the issuance of
11
this bonds and the Series of which it is one, the adoption of the 1976 Braniff Airways Special Facilities
Bond Ordinance and the execution and delivery of said Braniff Airways Special Facilities Lease Agree-
ment have been done, do exist and have been performed as so required.
IN WITNESS WHEREOF, the City Council of the City of Dallas, Texas, has caused the seal
of that City to be impressed, printed or lithographed hereon and this bond to be signed by the facsimile
signature of its Mayor and countersigned by the facsimile signatures of its City Auditor and its City
Secretary; and the City of Fort Worth, Texas, has caused the seal of that City to be placed hereon
and this bond to be signed by the facsimile signature of its Mayor, countersigned by the facsimile
signature of its City Secretary, and approved as to form by its City Attorney; and each said City Council
has caused the attached coupons to be signed by the facsimile signature of the Mayor and City Auditor
of the City of Dallas and by the Mayor and City Secretary of the City of Fort Worth.
/_s/_________
-------------
Mayor, City of Dallas, Texas
COUNTERSIGNED:
/s/_____
--------------------
City Auditor, City of Dallas, Texas
---
Cit Secretary, City of Dallas, Texas Mayor, City of Fort Worth, Texas
COUNTERSIGNED:
/s/------------------------------------
City Secretary, City of Fort Worth, Texas
APPROVED AS TO FORM:
/s/
----------------------
City Attorney, City of Fort Worth,Texas
(FORM OF COUPONS)
$. . . . . . . . . .
Unless due provision has been made for the redemption prior to maturity of the below numbered
bond to which this coupon appertains, the City of Dallas, Texas, and the City of Fort Worth, Texas,
jointly promise to pay to bearer, but solely out of the revenues specified, and subject to the conditions
stated, in said bond at Texas Bank & Trust Co. of Dallas, Dallas, Texas, or at The Fort Worth National
Bank, Fort Worth, Texas, or at the principal offices of Citibank (N.A.) New York, New York,
without exchange or collection charges to the bearer hereof, the sum specified on this coupon, in
lawful money of the United States of America, for interest then due on the below numbered bond of
the issue entitled "Dallas-Fort Worth Regional Airport Braniff Special Facilities Revenue Bonds,
12
ii
Series 1976," dated August 1, 1976. The holder hereof shall never have the right to demand payment
of this obligation out of any funds or to be raised by taxation. Bond No. . . . . . . . ..
/s/
---------------------------------------------------
COUNTERSIGNED: Mayor, City of Dallas, Texas
/s/ -----------
---------------------------------------
City Auditor, City of Dallas, Texas
/s/
------------------------------------------
Mayor, City of Fort Worth, Texas
COUNTERSIGNED:
A/ ---------------------------- --------
-----------
-
City Secretary, City of Fort Worth, Texas
(FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE)
Office of Comptroller
State of Texas
REGISTER NO. . . . . . . . . . . . .
I hereby certify that this bond has been examined, certified as to validity and approved by the
Attorney General of the State of Texas in accordance with his written approving certificate on file in
my office; and that this bond has been by me this day registered as required by law.
WITNESS my signature and seal this . . . . . . . . . . . . . . . . . . . ..
/s/
---------------------------------------------------
Comptroller of Public Accounts
of the State of Texas
[SEAL]
ARTICLE IV
Execution, Approval,Registration, Sale and Delivery of Series 1976 Bonds
Section 4.1. METHOD OF EXECUTION. Each of the Series 1976 Bonds shall be signed and
executed on behalf of Dallas by the facsimile signature of its Mayor and countersigned by the facsimile
signatures of its City Auditor and City Secretary, and the corporate seal of that City shall be impressed,
printed or lithographed on each bond. Each of the Series 1976 Bonds shall be signed and executed on
behalf of Fort Worth by the facsimile signature of its Mayor and countersigned by the facsimile signa-
ture of its City Secretary; the same shall be approved as to form by the City Attorney of the City, and
its corporate seal shall be impressed, printed or lithographed upon each bond. The respective signatures
of the Mayor and City Auditor of Dallas and of the Mayor and City Secretary of Fort Worth shall be
lithographed or printed upon the coupons attached to the Series 1976 Bonds. All facsimile signatures
placed upon the Series 1976 Bonds and their coupons shall have the same effect as if manually placed
thereon, all as provided in Article 717j-1, Vernon's Texas Civil Statutes, as amended.
III
Section 4.2. APPROVAL AND REGISTRATION. The Board is hereby authorized to have
control and custody of the Series 1976 Bonds,and all necessary records and proceedings pertaining
thereto pending their delivery, and the Chairman, officers and employees of the Board and of the Cities
are hereby authorized and instructed to make such certifications and to execute such instruments as
may be necessary to accomplish the delivery of the Series 1976 Bonds and to assure the investigation,
examination, and approval thereof by the Attorney General of the State of Texas and their registration by
the State Comptroller of Public Accounts. Upon registration of the Series 1976 Bonds,the Comptroller of
Public Accounts (or a deputy designated in writing to act for him) shall be requested to sign manually
13
L
the Comptroller's Registration Certificate prescribed herein to be printed and endorsed on each Series
1976 Bond and the seal of the Comptroller shall be impressed or printed or lithographed thereon. The
Chairman of the Board shall be further authorized to make such agreements with the purchasers of the
Series 1976 Bonds as may be necessary to assure that the same will be delivered to such purchasers in
accordance with the terms of sale at the earliest practicable date after the adoption of this Ordinance.
Section 4.3. SALE, PURCHASE CONTRACT APPROVAL. (a) The Series 1976 Bonds are
hereby sold in accordance with law and shall be delivered to Goldman, Sachs & Co., New York City,
New York, as Representative of the underwriters listed in Schedule I of the Contract of Purchase, for a
price of $33,826,250.00 (which price represents the $35,000,000 aggregate principal amount of the
Series 1976 Bonds, less the underwriters discount of $945,000 and less the discount offered to
purchasers of $228,750.00), plus interest from the date of the Series 1976 Bonds accrued to the date.
of delivery thereof, and subject to the other terms and conditions set forth in the below mentioned
Contract of Purchase.
(b) The Contract of Purchase setting forth the terms of the sale of the Series 1976 Bonds to the
purchaser thereof referred to in (a) above is hereby accepted, approved and authorized to be delivered
in executed form to said purchaser. The Contract of Purchase shall be executed on behalf of the City
of Dallas by the City Manager with its corporate seal impressed thereon, attested by the City Secretary,
countersigned by the City Auditor, and approved as to form by the City Attorney. The Contract of
Purchase shall be executed on behalf of the City of Forth 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.
ARTICLE V
Disposition of Bond Proceeds,Uses and Withdrawals
Section 5.1. INTEREST DURING ACQUISITION AND CONSTRUCTION. (a) The amount
equal to the interest to become due on the Series 1976 Bonds to November 1, 1978, is hereby appro-
priated from the proceeds of the sale of the Series 1976 Bonds and ordered to be deposited to the credit
of the Braniff 1976 Special Facilities Bond Interest and Sinking Fund. If it shall become necessary to re-
move or withhold the amount required to be appropriated by this subsection (a) from the custody of the
Treasurer in order to comply with the requirements of Section 7.5(b) hereof, or for any other reason,
then, upon written order of the Director of Finance, that part of the Interest and Sinking Fund con-
taining said amount shall be placed in trust with Texas Bank & Trust Co. of Dallas, Dallas, Texas,
one of the Paying Agents for the Series 1976 Bonds. Such portion of the Interest and Sinking Fund thus
held by said Paying Agent for the benefit of the Molders of the Series 1976 Bonds, and pending its use to
pay interest on the Series 1976 Bonds, shall be invested from time to time in investment securities as may
be directed by the Board; provided however that no such investment shall be made which will be incon-
sistent with the requirements of Section 7.5(b). To the extent that this Section is inconsistent with the
provisions of the Contract and Agreement or the Facilities Agreement, then the Contract and Agreement
and Facilities Agreement are hereby amended to accommodate the requirements of this Section.
(b) In addition to the directions contained in paragraph (a), next above, it is hereby directed
that from the proceeds of the Series 1976 Bonds, a sum equal to the Average Annual Debt Service Re-
quirements on the Series 1976 Bonds shall be deposited into the Braniff 1976 Special Facilities Bond Re-
serve Fund and used, applied and devoted to the purposes specified elsewhere herein for money on deposit
in said Fund. Said amount shall be the maximum amount required to be on deposit therein by reason of
the Series 1976 Bonds. Additional deposits may be required to be made thereto in accordance with
ordinances authorizing Completion Bonds, Additional Bonds or Refunding .Bonds. Additionally, any
such ordinance may also provide that the maximum amount required to be on deposit in said Reserve
Fund shall never be greater than an amount equal to the Average Annual Debt Service Requirements
on all Bonds from time to time outstanding.
14
Section 5.2. BRANIFF 1976 SPECIAL FACILITIES ACQUISITION AND CONSTRUCTION
FUND. Except as otherwise provided in Section 5.1, hereof, all proceeds from the sale of the Series
1976 Bonds shall be deposited promptly upon the receipt thereof in the Braniff 1976 Special Facilities
Acquisition and Construction Fund, which is hereby created, and the moneys within said Fund, including
earnings from the investment thereof, shall be used solely for the purpose of paying the Costs of the
Initial Special Facilities.
Section 5.3. DISBURSEMENTS FROM CONSTRUCTION FUND; SURPLUS. (a) Before any
moneys shall be withdrawn or any payments shall be made from the Braniff 1976 Special Facilities
Acquisition and Construction Fund for Costs of the Initial Special Facilities which directly relate to
the physical construction and equipment thereof there shall be filed with and approved by the Executive
Director or his designee:
(i) a voucher which may contain any number of items signed by the Board's Director of
Engineering and stating in respect of each item to be paid:
(a) the item number of the payment; "
(b) the name of the person to whom payment is due;
(c) the amount or amounts to be paid;
(d) the purpose for which the obligation to be paid was incurred in such detail as shall
be satisfactory to the Director of Finance; and
(ii) a certificate signed by the Board's Director of Engineering and attached to the voucher
certifying:
(a) that the obligations in the stated amounts have been incurred by the Board and that
each item thereof is a proper charge against the Braniff 1976 Special Facilities Acquisition o
and Construction Fund and has not been paid;
E
(b) that there has not been filed with or served on the Board any notice of lien, right
of lien, or attachment upon or claim affecting the right to receive payment of any moneys
payable to any person named in such voucher which has not been released or will not be
released simultaneously with the payment of such obligations;
(c) that such voucher contains no payment on account of any retained percentage
which the Board at the date of such certificate is entitled to retain; and
(d) that insofar as any such obligation was incurred for work, materials, equipment
or supplies such work was actually performed in the furtherance of the Initial Special Facilities
or delivered at a site thereof for that purpose or delivered for storage or fabrication at a place
or places approved by the person signing the certificate and under the control of the Board.
If the Executive Director or his designee shall determine that such voucher and certificate are F
in the form and contain the information required by this paragraph, and that such payments are due,
he shall be authorized to make payment thereof in such manner as is customarily employed by the
Board for the payment of other expenses thereof.
(b) Before any moneys shall be withdrawn or any payments shall be made from the Braniff
1976 Special Facilities Acquisition and Construction Fund for Costs of the Initial Special Facilities
other than those contemplated in paragraph (a), above, including expenses of administration and other
items included as a part of the term "Costs of the Initial Special Facilities" as defined in this Ordinance,
the Board shall adopt and maintain a current schedule of Braniff 1976 Special Facilities Acquisition
and Construction Fund uses. Moneys within the Braniff 1976 Special Facilities Acquisition and Con-
struction Fund may be expended for such purposes at such times as expenditures may be required upon
the execution of a certificate by the Executive Director or his designee to the effect that such ex-
penditures are itemized in or contemplated by such schedule of Braniff 1976 Special Facilities Ac-
15 Y
r '
quisition and Construction Fund uses. Otherwise, such expenditures shall not be made unless the
expenditure thereof shall be approved by resolution adopted by the Board, which resolution shall recite
that the expenditure is a proper Cost of the Initial Special Facilities.
(c) When the acquisition and construction of the Initial Special Facilities shall have been com-
pleted in accordance with the plans and specifications thereof, and when all amounts due therefor,
including all proper incidental expenses, shall have been paid, the Board's Director of Engineering
shall file with the Executive Director and the Board a certificate so stating, and thereupon the Board
shall cause the transfer of all moneys remaining in the Braniff 1976 Special Facilities Acquisition and
Construction Fund, if any, to the Braniff 1976 Special Facilities Bond Interest and Sinking Fund.
ARTICLE VI
Facilities Agreement, Collection of Net Rent
Section 6.1. FACILITIES AGREEMENT. The Cities covenant and warrant (i) that the Fa-
cilities Agreement has been duly and lawfully entered into, executed and delivered by the Cities acting
by and through the Board and represents a valid and subsisting agreement of the Cities, the Board
and the Lessee, enforceable in accordance with its terms; (ii) that this Ordinance has been approved
by the Lessee in conformity with the requirements of the Facilities Agreement; (iii) that during any
period during which Bonds are outstanding under this Ordinance, neither the Cities nor the Board
will consent to or grant any modification of, or amendment or concession to, by supplemental or
amendatory agreement or otherwise, the provisions of paragraph (a) and (c) of Section 5.2 of the
Facilities Agreement; (iv) that, during any period during which Bonds are outstanding under this
Ordinance, neither the Cities nor the Board will consent to or grant any modification of, or amend-
ment or concession to, by supplemental or amendatory agreement or otherwise, any other provision
of the Facilities Agreement, which modification, amendment or concession would have the effect of
reducing, altering or modifying the obligations and commitments of the Lessee contained in paragraphs
(a) and (c) of Section 5.2 of the Facilities Agreement, or would minimize, reduce or lessen the
rights of the Board in the event of a default in the payment of Net Rent by the Lessee thereunder, or
would materially and adversely affect the security herein provided for the payment of Bonds; and (v)
that the Cities and the Board will strictly observe and abide by their commitments contained in the
Facilities Agreement and will strictly enforce the obligations of the Lessee thereunder.
Section 6.2. COLLECTION OF NET RENT. The Cities, acting by and through the Board, shall
through appropriate billings, statements or otherwise, furnished and delivered to the Lessee, cause the
Net Rent payable under the Facilities Agreement to be collected by the Board not less than one (1) full
business day prior to the date specified in Article VII hereof for the deposit or transfer into the various
funds created therein for the purposes described and the dates on which such collections are required,
and the amounts required by said Article VII hereof, for the purposes of this Ordinance and for the
purposes of subsection (a) of Section 5.2 and all other revelant subsections and sections of the Facilities
Agreement shall be the due date for the payment and collection of Net Rent and the times and amounts
payable thereunder.
ARTICLE VII
Pledge, Special Funds,Flow of Funds
Section 7.1. PLEDGE. The Bonds shall be and are hereby declared to be payable solely from
and secured by an irrevocable first and superior lien on and pledge of (a) the Net Rent (except that
part received on account of the costs and charges of any Paying Agent or Paying Agents or any trustee
or trustees for the Bonds) and the Special Funds herein created in which Net Rent from time to time
shall be on deposit as herein required; (b) any amounts on deposit in the Special Funds herein created
and credited against the Net Rent payable by Lessee, under paragraph (b) of Section 5.2 of the Fa-
cilities Agreement; and (c) in the event of a default in the payment of Net Rent by the Lessee under
the Facilities Agreement, then the gross receipts (equal to the amount of the Net Rent payable under the
16
terms of the Facilities Agreement), derived by the Board from the exercise of any remedy on default
specified or permitted by Section 7.2 of the Facilities Agreement. All of the items of money described
above are herein collectively called and defined as the"Pledged Revenues."
Section 7.2. SPECIAL FUNDS. In addition to the Braniff 1976 Special Facilities Acquisition
and Construction Fund and the other funds heretofore and hereafter established as a part of the Joint
Airport Fund pursuant to the Contract and Agreement, the 1968 Concurrent Bond Ordinance and
other ordinances authorizing bonds relating to the Airport, the Cities hereby establish within the Joint
Airport Fund and direct that the same be maintained by the Board the following special funds, to wit:
(a) Braniff 1976 Special Facilities Net Rent Clearance Fund;
(b) Braniff 1976 Special Facilities Bond Interest and Sinking Fund;
(c) Braniff 1976 Special Facilities Bond Reserve Fund.
Section 7.3. FLOW OF FUNDS. That portion of Pledged Revenues credited against the Net
Rent payable by Lessee under subsection (b) of Section 5.2 of the Facilities Agreement shall at all
times remain in or be transferred to the appropriate funds created in and as directed by this Ordinance.
Net Rent shall be collected by the Board and shall be paid by the Lessee in the amounts and on the
dates required by Section 6.2 hereof and, as collected, shall be held in the Braniff 1976 Special Facilities
Net Rent Clearance Fund within the Joint Airport Fund, and the Board shall make necessary deposits
and transfers thereof in the order of the following subsections and on the dates and in the amounts
indicated, to wit:
(a) The Board shall make transfers to the Braniff 1976 Special Facilities Bond Interest and
Sinking Fund, after accounting for any moneys already on deposit therein and available for the
purposes, as aforesaid, as follows, to wit:
(i) Beginning on October 1, 1978, and on the 1st day of each month thereafter, the
Board shall deposit an amount necessary to provide 1/6th of the amount of interest to become
due on the Series 1976 Bonds on May 1, 1979, and on each succeeding interest pay-
ment thereafter.
(ii) Beginning October 1, 1979, and on the 1st day of each month thereafter through
September 1, 1986, the Board shall deposit an amount equal to 1/12th of the principal
maturing on the Series 1976 Bonds on November 1 in each succeeding year.
(iii) Beginning on October 1, 1979, and on the first day of each month thereafter
through September 1, 1996, the Board shall deposit 1/12th of the following amounts
during the respective periods indicated, to wit:
Period Amounts
r,
1979-1980 . . . . . . . . . . . . . . . . . . . . . . . . . . $200,000
1980-1981 . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000 h
1981-1982 . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000
1982-1983 . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000
1983-1984 . . . . . . . . . . . . . . . . . . . .
. . . . . . 200,000 J,
1984-1985 . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000
1985-1986 . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000
1986-1987 . . . . . . . . . . . . . . . . . . . . . . . . . . 300,000
1987-1988 . . . . . . . . . . . . . . . . . . . . . . . . . . 300,000
1988-1989 . . . . . . . . . . . . . . . . . . . . . . . . . . 300,000
1989-1990 . . . . . . . . . . . . . . . . . . . . . . . . . . 400,000
1990-1991 . . . . . . . . . . . . . . . . . . . . . . . . . . 500,000
1991-1992 . . . . . . . . . . . . . . . . . . . . . . . . . . 500,000
1992-1993 . . . . . . . . . . . . . . . . . . . . . . . . . . 500,000
1993-1994 . . . . . . . . . . . . . . . . . . . . . . . . . . 600,000
1994-1995 . . . . . . . . . . . . . . . . . . . . . . . . . . 600,000
1995-1996 . . . . . . . . . . . . . . . . . . . . . . . . . . 600,000
17
If the Cities shall have redeemed some, but less than all, of Series 1976 Bonds numbered
1,901 through 3,100 pursuant to their option of redemption contained in Section 3.4(b) hereof,
then the amounts required to be deposited in each respective year into the Braniff 1976
Special Facilities Bond Interest and Sinking Fund under this paragraph (iii) shall be reduced
to the amount necessary in each year to provide funds with which to mandatorily redeem
the remaining unredeemed Series 1976 Bonds bearing said numbers or to pay the unre-
deemed Bonds bearing said numbers at maturity, in accordance with the provisions of Sec-
tion 3.4(c)(i), as adjusted by subsection (c)(v) of said Section.
(iv) Beginning on October 1, 1996, and on the first day of each month thereafter
through-September 1, 2006, the Board shall deposit 1/12th of the following amounts during
the respective periods indicated,to wit:
Period Amounts
1996-1997 . . . . . . . . . . . . . . . . . . . . . . . . $ 50,000
1997-1998 50,000
1998-1999 . . . . . . . . . . . . . . . . . . . . . . . . 100,000
1999-2000 . . . . . . . . . . . . . . . . . . . . . . . . 100,000
2000-2001 100,000
2001-2002 . . . . . . . . . . . . . . . . . . . . . . . . 100,000
2002-2003 . . . . . . . . . . . . . . . . . . . . . . . . 200,000
2003-2004 . . . . . . . . . . . . . . . . . . . . . . . . 200,000
2004-2005 . . . . . . . . . . . . . . . . . . . . . . . . 200,000
2005-2006 400,000
Any amounts on deposit in the Braniff 1976 Special Facilities Bond Reserve Fund on
October 1, 2005, may, unless otherwise prohibited or limited by a subsequent ordinance
authorizing Completion Bonds, Additional Bonds or Refunding Bonds, be applied in re-
duction of the deposits required by this paragraph during the succeeding twelve month period.
Additionally, if the Cities shall have redeemed some, but less than all, of Series 1976 Bonds
numbered 3,101 through 3,400 pursuant to their option of redemption contained in Section
3.4(b) hereof, then the amounts required to be deposited in each respective year into the
Braniff 1976 Special Facilities Bond Interest and Sinking Fund under this paragraph (iv)
shall be reduced to the amount necessary in each year to provide funds with which to man-
datorily redeem the remaining, unredeemed Series 1976 Bonds bearing said numbers or to
pay the unredeemed bonds bearing said numbers at maturity, in accordance with the pro-
visions of Section 3.4(c)(ii) as adjusted by subsection (c)(v) of said Section.
(v) Beginning on October 1, 1996, and on the first day of each month thereafter
through September 1, 2006, the Board shall deposit 1/12th of the following amounts during
the respective periods indicated,to wit:
Period Amounts
1996-1997 . . . . . . . . . . . . . . . . . . . . . . . . $ 700,000
1997-1998 . . . . . . . . . . . . . . . . . . . . . . . . 700,000
1998-1999 . . . . . . . . . . . . . . . . . . . . . . . . 1,400,000
1999-2000 . . . . . . . . . . . . . . . . . . . . . . . . 1,400,000
2000-2001 1,400,000
. . . . . . . . . . . . . . . . . . . . . . . . .
2001-2002 . . . . . . . . . . . . . . . . . . . . . . . . 1,400,000
2002-2003 1,800,000
2003-2004 1,800,000
2004-2005 . . . . . . . . . . . . . . . . . . . . . . . . 1,800,000
2005-2006 . . . . . . . . . . . . . . . . . . . . . . . . 5,600,000
Any amounts-on deposit in the Braniff 1976 Special Facilities Bond Reserve Fund on
October 1, 2005, may, unless otherwise prohibited or limited by a subsequent ordinance
authorizing Completion Bonds, Additional Bonds or Refunding Bonds, be applied in re-
duction of the deposits required by this paragraph during the succeeding twelve month period.
18
Additionally, if the Cities shall have redeemed some, but less than all, of Series 1976 Bonds
numbered 3,401 through 7,000 pursuant to their option of redemption contained in Section
3.4(b) hereof, then the amounts required to be deposited in each respective year into the
Braniff 1976 Special Facilities Bond Interest and Sinking Fund under this paragraph (v)
shall be reduced to the amount necessary in each year to provide funds with which to man-
datorily redeem the remaining, unredeemed Series 1976 Bonds bearing said numbers or to
pay the unredeemed bonds bearing said numbers at maturity, in accordance with the pro-
visions of Section 3.4(c)("' "as adjusted by subsection (c)(v) of said Section.
s _
(vi) Beginning at the times stated and required in any subsequent ordinance authorizing
Completion Bonds, Additional Bonds or Refunding Bonds, the Board shall deposit the
amounts required to be deposited in accordance with any such ordinance.
(b) On the first day of each month hereafter, after making any transfers required by sub-
section (a), next above, the Board shall be authorized and required to pay from Pledged Revenues
any fee or fees of the Paying Agent or Paying Agents for the Bonds or any other fees or charges
authorized or permitted which may be or will become due during the month.
(c) During any period during which Bonds are outstanding and so long as the Braniff 1976
Special Facilities Bond Reserve Fund contains the maximum amount required to be on deposit
therein, no further payments shall be required to be made thereto. If, at the close of business on
September 30th of any year, the Bond Reserve Fund shall be deficient and shall contain less than the
maximum amount then required to be on deposit therein, as established by this Ordinance and
any ordinance authorizing other Bonds, then any surplus amounts in the Braniff 1976 Special
Facilities Bond Interest and Sinking Fund shall be deposited to the credit of said Bond Reserve
Fund to the extent necessary to restore the deficiency. After such deposit, if a deficiency remains,
then an amount equal to such remaining deficiency shall be deposited in twelve (12) equal monthly 1,
installments during the next succeeding twelve (12) month period.
(d) In the event the Series 1976 Bonds shall be called for redemption in accordance with
the provisions of Section 3.4(e) hereof, the Board shall cause to be deposited into the Braniff
1976 Special Facilities Interest and Sinking Fund such amounts necessary, after taking into
consideration the amounts in all Special Funds created hereunder and available therefore, to redeem w'
the Series 1976 Bonds. Such amounts shall be deposited at least five (5) days prior to the date set
for such redemption.
Section 7.4. USES OF FUNDS. Moneys on deposit to the credit of the Braniff 1976 Special
Facilities Bond Interest and Sinking Fund and the Braniff 1976 Special Facilities Bond Reserve Fund
shall be used for the purposes and uses specified in this Section 7.4, as follows:
(a) BRANIFF 1976 SPECIAL FACILITIES BOND INTEREST AND SINKING FUND.
Moneys on deposit in the Braniff 1976 Special Facilities Bond Interest and Sinking Fund each
year shall be used solely and exclusively for the purposes of paying the interest on and principal
of the Bonds as such interest comes due and the principal (or sinking fund payments) become
due. Additionally, such amounts as shall be required for the purpose, shall be used for the purpose
of mandatorily redeeming Series 1976 Bonds as prescribed in Section 3.4(c) and Section 3.4(e) '
hereof and in any future ordinances requiring mandatory redemption of Bonds. The Director of
Finance shall make transfers of the funds on deposit therein to the Paying Agents for such purposes
at least five (5) days prior to the due date thereof.
(b) BRANIFF 1976 SPECIAL FACILITIES BOND RESERVE FUND. For as long as any
of the Bonds shall be outstanding, the Braniff 1976 Special Facilities Bond Reserve Fund shall be
held as a reserve for the payment of principal and interest or sinking fund payments on the Bonds ;£
when and if Pledged Revenues on deposit in the Braniff 1976 Special Facilities Bond Interest. and
Sinking Fund shall not be sufficient for such purposes. If such deficiencies occur, the Director of
19
Finance shall transfer money on deposit in the Braniff 1976 Special Facilities Bond Reserve Fund to
the Braniff 1976 Special Facilities Bond Interest and Sinking Fund for the uses specified for that
Fund, and the deficiency thus occurring in the Braniff 1976 Special Facilities Bond Reserve Fund
shall be restored at the times required by paragraph (c) of Section 7.3 hereof.
Section 7.5. SECURITY AND INVESTMENT OF FUNDS. (a) For so long as moneys relating
to the Braniff Special Facilities and the Bonds on deposit in the Joint Airport Fund shall be held by
the Treasurer, the same shall be secured in the manner provided by the agreement from time to time
in effect between the Board and the Treasurer. In the event the Cities shall elect to place the moneys
in said Fund, or-any part thereof elsewhere, the same shall be secured at all times in the manner provided
by law for other public funds, and, except for current requirements, shall be continually invested in
appropriate Investment Securities. Earnings on the Braniff 1976 Special Facilities Acquisition and
Construction Fund shall be retained therein as aforesaid. Earnings on the Braniff 1976 Special Facilities
Bond Interest and Sinking Fund shall be retained therein and shall be applied in the reduction of the
Net Rent required to be collected under the Facilities Agreement. Earnings on the Braniff 1976 Special
Facilities Bond Reserve Fund shall be deposited to the credit of said Fund until such time as the then
maximum amount required to be on deposit therein shall be established therein, and any excess earnings
shall be transferred to the Braniff 1976 Special Facilities Bond Interest and Sinking Fund and shall
be applied in reduction of the Net Rent to be collected under the Facilities Agreement.
(b) The Cities certify that based on facts, estimates and circumstances expected to exist on the
date of the issue of the Series 1976 Bonds it is not reasonable to anticipate that the proceeds thereof
will be used in a manner which would cause them to be "arbitrage bonds" within the meaning of
Section 103(d) of the Internal Revenue Code of 1954, as amended, or regulations thereunder applicable
thereto, and the officers charged with such responsibilities in the issuance of bonds are authorized and
directed to make, execute and deliver certifications as to facts, estimates and circumstances in existence
as of the date of the issue of said bonds and stating whether there are any facts, estimates or circum-
stances which would materially change the Cities' present expectations. Additionally the Cities covenant
that throughout the term of the Series 1976 Bonds they will diligently comply with the requirements of
Section 103(d) of the Internal Revenue Code of 1954, as amended, or regulations thereunder applicable
thereto, so that the Series 1976 Bonds will not at any time become arbitrage bonds.
(c) If it shall become necessary to remove or withhold any funds (in addition to escrowed interest)
established herein from the custody of the Treasurer in order to comply with the requirements of sub-
section (b), next above, or for any other reason, then, upon written order of the Director of Finance,
said funds shall be placed in trust with a state bank(s) or national banking association(s) selected by
the Board and shall be held for the benefit of the Holders of the Bonds, and pending use for the purposes
provided herein shall be invested from time to time in investment securities v may be directed in
accordance with procedures established by the Board. To the extent that this subsection is inconsistent
with the provisions of the Contract and Agreement or the Facilities Agreement, then the Contract and
Agreement and Facilities Agreement are hereby amended to accommodate the requirements' of this
Section.
Section 7.6. INDUSTRIAL DEVELOPMENT .BONDS. It is expressly covenanted and agreed that
the Cities acting by and through the Board will not expend the proceeds of the Series 1976 Bonds
for any purpose or purposes, or in any amount or amounts, or undertake, or permit the Lessee to
undertake or permit, any act or use of the Leased Premises which would cause said bonds to be or
become "industrial development bonds" within the meaning of Section 103(c) of the Internal Revenue
Code of 1954, as amended, or of any rules or regulations thereunder applicable thereto. These covenants
are made for the benefit of the Holders from time to time of said bonds and may be relied upon by said
Holders and by bond counsel for the Cities.
20
ARTICLE VIII
Completion Bonds,Additional Bonds and Refunding Bonds
Section 8.1. COMPLETION BONDS. (a) The Cities reserve the right to issue Completion Bonds
payable from Pledged Revenues for the purpose of completing (i) the payment of the Costs of the
Initial Special Facilities; and (ii) the payment of the Costs of the Special Facilities in connection
with any project for which Additional Bonds have been issued.
(b) Completion Bonds shall be on a parity with and shall have the same rights and privileges
hereunder as the Series 1976 Bonds and any Additional Bonds issued hereunder. Completion Bonds
may be issued upon and subject to the following covenants and conditions, to wit:
(i) In any issue or issues of Completion Bonds the Cities shall include within the principal
amount of each issue the amount necessary to cause the Braniff 1976 Special Facilities Bond
Reserve Fund to have on deposit therein an amount equal to the Average Annual Debt Service
Requirements on the Series 1976 Bonds and any Additional Bonds then outstanding and any Com-
pletion Bonds previously issued and then proposed to be issued.
(ii) The Executive Director of the Board shall execute a certificate stating in effect that
the Lessee is not in default under the Facilities Agreement and that the Cities' right to issue
Completion Bonds with the effect as to the payment of increased Net Rent thereunder has not been
altered, rescinded, amended or changed by the Lessee, the Board or the Cities.
(iii) The issuance of any Completion Bonds shall be approved by the Lessee in the manner
required by the Facilities Agreement, as evidenced by a written instrument executed by the Execu-
tive Director of the Board and the Lessee under which the Net Rent under the Facilities Agreement
will be increased in an amount sufficient to pay all principal of and interest on the Bonds to be
outstanding as the same mature and become due or are required to be mandatorily redeemed.
(iv) Completion Bonds shall be made to mature on the same day and month, and bear '
interest payable on the same days and months, as the Series 1976 Bonds.
Section 8.2. ADDITIONAL BONDS. In addition to said right reserved to issue Completion
Bonds, as provided in Section 8.1, the Cities reserve the right to issue Additional Bonds payable from
Pledged Revenues for the purposes specified in the Facilities Agreement. Additional Bonds shall be
on a parity and of equal dignity with and shall have the same rights and privileges hereunder as the
Series 1976 Bonds and any Completion Bonds. Additional Bonds may be issued upon and subject to
the following covenants and conditions, to wit:
(a) The Cities shall not then be in default in any covenant, obligation or undertaking con-
tained in this Ordinance or in any other ordinance hereafter adopted relating to any Bonds
theretofore issued as shown by a certificate of the Executive Director of the Board. Said certificate
shall specifically certify that all payments into various Funds herein created and established have
been made in full and that said Funds are current and that there are no deficiencies in the amounts
then required to be on deposit therein.
(b) The Cities shall increase the amounts then required to be on deposit in the Braniff 1976
Special Facilities Bond Reserve Fund to an amount equal to the Average Annual Debt Service
Requirements on the Bonds to be outstanding after such issuance by providing in the ordinance
authorizing the issuance of such Additional Bonds that such amount shall either be included
within the principal amount of the Additional Bonds being issued or shall be accumulated
in approximately equal monthly installments over a period not exceeding sixty (60) months from
the date of the Additional Bonds.
(c) The issuance of any Additional Bonds shall be approved by the Lessee in the manner
required by the Facilities Agreement, as evidenced by a written instrument executed by the Execu-
21
tive Director of the Board and the Lessee under which the Net Rent under the Facilities Agreement
will be increased in an amount sufficient to pay all principal of and interest on the Bonds to be
outstanding as the same mature and become due or are required to be mandatorily redeemed.
(d) Additional Bonds shall mature on the same day and month and bear interest payable on
the same days and months as the Series 1976 Bonds.
Section 8.3. REFUNDING BONDS. In addition to the Bonds authorized in Sections 8.1 and 8.2,
the Cities shall have the right in accordance with any applicable law to issue Refunding Bonds in any
manner authorized by law to refund any part or all of any outstanding Bonds at any time the Cities
consider appropriate, provided that no Refunding Bonds shall be issued which will have a lien on
Pledged Revenues prior and superior to any Bonds which will remain outstanding after the refunding.
Section 8.4. NO FURTHER ENCUMBRANCES OF PLEDGED REVENUES. Except through
the issuance of Completion Bonds, Additional Bonds or Refunding Bonds, the Cities will not in any
manner pledge or further encumber the Pledged Revenues herein committed to the payment of Bonds.
However, this covenant shall not in any manner reduce, limit or otherwise alter the rights reserved
by the Cities in Section 2.2(h) hereof.
ARTICLE IX
Miscellaneous Covenants
Section 9.1. COMPLETION OF THE INITIAL SPECIAL FACILITIES. The Cities, to every
extent they lawfully may do so, covenant and agree to proceed without delay to commence and complete
the Initial Special Facilities and all functionally related parts of the Airport at the earliest practicable
date.
Section 9.2. PAYMENT OF BONDS. Subject to the provisions of Section 2.2(d) and Section 7.1
hereof, the Cities agree promptly to pay the principal herein and in the Bonds and coupons appertaining
thereto.
Section 9.3 TRANSFERS AND ASSIGNMENTS. (a) So long as any Bonds are outstanding
and unpaid, the Cities shall not sell, transfer or dispose of the Braniff Special Facilities, except for
the leasing thereof for operations as a part of the Airport, and for the disposal of surplus or obsolete
property of or as a part of the Airport in the course of exercising the right specifically reserved
under Section 9.6 of the 1968 Concurrent Bond Ordinance, which includes the provisions of Section
9.6(B) all of which are incorporated by reference herein and shall be deemed to be a part hereof,
wherein the Cities retain, reserve, and shall have the right and privilege of transferring, selling, leasing
or disposing of the entire properties and facilities constituting the Airport to Mother political body
or political subdivision of the State of Texas, which shall be authorized by law to own and operate
airports, subject to the conditions contained therein, all of which are incorporated by reference herein
and shall be deemed to be a part hereof.
(b) So long as any Bonds are outstanding and unpaid, the Cities covenant that, in each instance
in which consent of the Board to an assignment or subletting is required by the Facilities Agreement, such
consent by the Board shall not be given without first obtaining a written agreement from the Lessee that
the Lessee shall remain primarily liable for the Ground Rent and Net Rent due under the Lease.
Section 9.4. RULES AND REGULATIONS. The Cities shall cause the Board to establish and
enforce reasonable rules and regulations for the use and occupancy, management, control, operation,
care, repair and maintenance of the Airport, including the Braniff Special Facilities, and the Lessee,
subject to the Facilities Agreement, shall abide by and obey all applicable rules and regulations including
those governing passage over, across and through the Airport. The Cities shall cause the Board to
22
comply with all valid acts, rules, regulations, orders and directives of any executive, administrative or
judicial body applicable to the Airport, unless the same shall be contested in good faith, all to the end
that it will remain operative at all times.
Section 9.5. ROODS, AUDITS, INSPECTION. (a) So long as any Bonds remain outstanding,
the Cities shall cause the Board to keep proper books and records and accounts showing complete and
correct entries of all transactions relating to Net Dent, the Braniff Special Facilities and the Facilities
Agreement.
(b) The Cities shall require the Board, after the close of each fiscal year, to cause an audit of such
books and accounts to be made by an Independent Accountant, and each such audit shall include the
following:
(i) a complete schedule showing the beginning and ending balance in each of the Funds
created and established hereby;
(ii) all deposits to the credit of and all withdrawals from each Fund created and established
hereby;
(iii) a list of the insurance policies applicable to the Braniff Special Facilities in force at the
end of the Board's fiscal year.
(c) All expenses incurred in the making of the audits and reports required by this Section shall be
regarded and paid by the Lessee as an expense of operation of the Braniff Special Facilities. The Board
shall furnish promptly (and in any event within sixty (60) days from the time the audit and report is
filed with the Cities) a copy of each of such audits and reports upon request to any Holder of the Bonds.
Section 9.6 MAINTENANCE OF FACILITIES-INSPECTION. The Cities covenant that they will
cause the Lessee to maintain the Braniff Special Facilities at all times in good order and condition,
except for normal wear and tear and to make all necessary and appropriate repairs thereto, subject to the
provisions of the Facilities Agreement.
Section 9.7. INSURANCE. The Cities covenant that they will insure or cause to be insured the
Braniff Special Facilities at least to the same extent of coverage as required by the Facilities Agreement
with respect to the Initial Special Facilities at all times until all Bonds secured hereby, and the interest
thereon, shall have been paid or provision for such payment shall have been made. The proceeds of all
such insurance shall be applied as provided in the Facilities Agreement with respect to the Initial Special
Facilities.
Section 9.8. RATES IN CERTAIN INSTANCES. In the event of a default in the payment of
Net Rent by the Lessee under the Facilities Agreement and the Board operated the Braniff Special
Facilities and the gross receipts therefrom (equal to the amount of the Net Rent payable under the
terms of the Facilities Agreement) are required to be devoted to the payment of the Bonds, as con-
templated by clause (c) of Section 7.1 hereof, the Board hereby covenants and agrees to impose and
collect with respect to the Braniff Special Facilities such rates, rentals, fees and charges as shall be
sufficient to pay and retire the Bonds and all interest thereon when and as due and payable and to
maintain the amounts required to be on deposit in the Special Funds herein created and at the times
herein required.
ARTICLE
Events and Remedies of Default
Section 10.1. DESCRIPTION. Each of the following occurrences or events for the purposes of this
Ordinance shall be and is hereby declared to be an 66Event of Default,"to wit:
(a) The failure to make payment of the principal of or any installment of interest on any of
the Bonds when the same shall become due and payable;
23
(b) Default in any covenant, undertaking or commitment contained in the Contract and Agree-
meat,the failure to perform which materially adversely affects the rights of the Holders of the Bonds,
including but not limited to their prospect or ability to be repaid in accordance with the terms
and provisions of this Ordinance, and the continuation thereof for a period of sixty (60) days
after notice of such default by any Holder of any Bonds;
(c) The Cities or the Board shall fail, refuse or neglect to enforce the payment by the Lessee
of Net Rent under the Facilities Agreement, or otherwise fail, refuse or neglect to enforce any other
provisions of the Facilities Agreement in a manner which materially adversely affects the rights
of the Holders of the Bonds, including but not limited to their prospect or ability to be repaid
in accordance with the terms and provisions of this Ordinance, and the continuation thereof for
a period of sixty (60) days after notice of such default by any Holder of any Bonds;
(d) An order or decree shall be entered by a court of competent jurisdiction with the consent
or acquiescence of the Cities appointing a receiver or receivers for the Airport or the Braniff
Special Facilities or for or of the rentals, rates, revenues, fees or charges derived therefrom;
or if any order or decree having been entered without the consent or acquiescence of the Cities
shall not be vacated, discharged or stayed on appeal within ninety (90) days after entry;
(e) The Cities shall default in the due and punctual performance of any other of the
covenants, conditions, agreements and provisions contained in the Bonds or in this Ordinance
on their part to be performed, and if such default shall continue for thirty (30) days after written
notice specifying such default and requiring the same to be remedied shall have been given to the
Cities, or to the Board by the Holders of not less than two percentum (2%) in aggregate principal
amount of the Bonds then outstanding.
Section 10.2. REMEDIES FOR DEFAULT. (a) Upon the happening and continuance of any of
the Events of Default as provided in Section 10.1 hereof, then and in every case any bondholder,
including, but not limited to, a trustee or trustees therefor, may proceed against the Cities and the
Board, for the purpose of protecting and enforcing the rights of the Holders of Bonds or coupons
under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law,
in any court of competent jurisdiction, for any relief permitted by law, including the specific performance
of any covenant or agreement contained herein, or thereby to enjoin any act or thing which may be
unlawful or in violation of any right of the bondholders hereunder or any combination of such remedies.
It is provided, however, that all such proceedings at law or in equity shall be instituted, strictly subject
to the provisions of Article II hereof and to Section 7.1 hereof, and shall be had and maintained for
the equal benefit of all Holders of the Bonds and the coupons then outstanding. Each right or privilege
of any bondholders (or trustee thereof) shall be in addition to and cumulative of any other right or
privilege and the exercise of any right or privilege by or on behalf of any Holders shall not be deemed
a waiver of any other right or privilege thereof.
(b) Additionally and without limiting the foregoing, upon the happening and continuance of
any of the events of default listed in subsections (a), and (c) of Section 10.1 hereof, the Holders of
more than 50% in aggregate principal amount of the Bonds then outstanding or the Holders of more
than 50% in the aggregate principal amount of the Bonds then outstanding with respect to which Bonds
the Holders are identifiable (following appropriate public notification, if necessary, by the Cities or
the Board upon request by the Holders of not less than 10% in aggregate principal amount of the
Bonds then outstanding) including, but not limited to, any trustee or other representatives therefor,
may direct the Board and the Cities as to the enforcement of the rights and remedies available to the
Board and the Cities under the Facilities Agreement against the Lessee, including, without limitation, the
remedies available to the Board pursuant to Section 7.2 of the Facilities Agreement. The Cities hereby
covenant to take action or to cause such action to be taken as such bondholders shall direct to enforce the
rights and remedies available to the Cities and the Board under the Facilities Agreement and to
protect and enforce the rights of all Holders of Bonds, or coupons.
24
ARTICLE XI
Amendments to Ordinance
Section 11.1. LIMITATIONS. (a) This Ordinance may be amended by concurrent ordinances
adopted by the City Councils with the written consent of the Lessee and the Holders of 662/3% of
the Bonds outstanding hereunder at the time of the adoptions of such amendatory ordinance (not
including any Bonds then held or owned by the Cities); provided, however, that no such ordinance
shall have the effect of permitting:
(i) an extension of the maturity of any Bonds;
(ii) a reduction in the principal amount of any Bonds, the rate of interest thereon, or any
redemption premium payable thereon;
(iii) the creation of a lien upon or a pledge of revenues ranking prior to the lien or pledge
created hereby;
(iv) a reduction of the principal amount of Bonds required for consent to such amendatory
ordinance;
(v) the establishment of priorities among Bonds; or
(vi) the modification of or otherwise affecting the rights of the Holders of less than all of the
Bonds then outstanding.
(b) NOTICE OF AMENDMENT. Whenever the Cities shall propose to amend this Ordinance,
the Cities shall cause notice of the proposed amendment to be published one time in a financial'
newspaper or financial journal published in the City of New York, New York. Such notice shall
briefly state the nature of the proposed amendment and that a copy thereof is on file in the office of
the Board for public inspection.
(c) TIME FOR AMENDMENT. The Cities may adopt such amendatory ordinance and the
same shall become effective if within one (1) year from the date of the publication of said notice there
is filed with the Board written consent to the adoption thereof executed by the Holders of at least
662/3% of the Bonds then outstanding.
(d) BINDING CONSENT. If the Holders of at least 662/3% of the Bonds outstanding have
consented to the adoption of such amendatory ordinance, no Holder of any Bond, whether or not
such Holder shall have consented to or shall have revoked any consent, shall have„any right or interest
to object to the adoption of such amendatory ordinance, or to enjoin or restrain the Cities from taking
any action pursuant to the provisions thereof.
(e) TIME CONSENT BINDING. Any consent given to the Holder of a Bond pursuant to the
provisions of this Section shall be irrevocable for a period of six (6) months from the date of the
publication of the notice and shall be conclusive and binding upon all future Holders of the same
Bond during such period. At any time after six (6) months from the date of the publication of notice,
such consent may be revoked by the Holder who gave such consent or by a successor in title by filing
notice of such revocation with the Board, but such revocation shall not be effective if the Holders of
662/3% of the Bonds outstanding, prior to the attempted revocation, consented to and approved
the amendatory ordinance referred to in such revocation.
(f) PROOF OF INSTRUMENTS. The fact and date of the execution of any instrument tinder
the provisions of this Section may be proved by the certificate of any officer in any jurisdiction, who
25
by the laws thereof is authorized to take acknowledgments of deeds within such jurisdiction, that the
person signing such instrument acknowledged before him the execution thereof; or such facts may be
proved by an affidavit of a witness to such execution sworn to before such officer.
(g) PROOF OF OWNERSHIP. The amount and numbers of the Bonds held by any person
executing such instrument and the date of his holding the same may be proved by a certificate executed
by a responsible bank or trust company showing that upon the date therein mentioned such person
had on deposit with such bank or trust company the Bonds described in such certificate.
Section 11.2. CORRECTIONS. Subject to the provisions of Section 11.1(a) the Cities may,
pursuant to a concurrent ordinance adopted by their respective City Councils, by supplemental ordinance
correct any ambiguity or typographical error or omission, or correct or supplement any inconsistent
or defective provisions contained in this Ordinance or in any ordinance supplemental hereto upon a
determination that such ambiguity, error, inconsistency or defect exists; provided, however, that in no
event shall any such supplemental ordinance diminish, dilute, reduce or repeal any covenants, con-
ditions, pledges or liens created or imposed by this Ordinance or the security for the Bonds authorized
hereby.
ARTICLE XII
Defeasance Severability and Repeal
Section 12.1. DEFEASANCE. When all of the outstanding Bonds have been duly paid, the
pledge and lien and all obligations hereunder shall thereby be discharged and the Bonds shall no
longer be deemed to be outstanding within the meaning of this Ordinance. There shall be deemed
to be such due payment when there has been placed in escrow or in trust with a trust bank located
within or without the State, an amount sufficient (including the known minimum yield available
for such purpose from Federal Securities in which such amount wholly or in part may be initially
invested) to meet all requirements of the outstanding Bonds, as the same become due at the final
maturities of the Bonds or upon any redemption date as of which the Cities shall have exercised
or shall have obligated itself to exercise its prior redemption option by a call of Bonds for payment.
The Federal Securities shall become due prior to the respective times on which the proceeds thereof
shall be needed, in accordance with a schedule established and agreed upon between the Cities and
such bank at the time of the creation of the escrow or trust, or the Federal Securities shall be subject
to redemption at the option of the Holders hereof to assure such availability as so needed to meet
such schedule. "Federal Securities" for purposes of this section shall mean direct obligations of or
obligations guaranteed by the United States of America.
Section 12.2. ORDINANCE IRREPEALABLE. After any of the Bonds shall be issued, this
Ordinance shall constitute a contract between the Cities and the Holder or Holders of the Bonds
from time to time outstanding, and this Ordinance shall be and remain irrepealable until the Bonds and
the interest thereon shall be fully paid, cancelled, refunded or discharged or provisions for the payment
thereof shall be made as provided in Section 12.1 hereof.
Section 12.2. SEVERABILITY. If any Section, paragraph, clause or provision of this Ordinance
shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such
Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Or-
dinance, or any of the provisions of the Facilities Agreement.
Section 12.3. REPEALER. All orders, resolutions and ordinances, or parts thereof, inconsistent
herewith are hereby repealed to the extent of such inconsistency.
26
Section 12.4. EFFECTIVE DATE. This Ordinance shall be effective as of August 1, 1976.
ADOPTED AND CORRECTLY ENROLLED, August 2, 1976.
-----------------------------------------------------
Mayor, City of Dallas, Texas
[SEAL]
ATTEST:
------------------------------------------------------
City Secretary, City of Dallas, Texas
APPROVED AS TO FORM:
-----------------------
City Attorney, City of Dallas, Texas
ADOPTED August 2, 1976.
[SEAL] -------- --- -- ---- -�- ---------------
Mayor, City of Fort Worth- Texas
ATTEST:
City Secretary, City of Fort Worth, Texas
APPROVED AS TO FORM AND
LEGALITY:
------------------------------------------------------
City Attorney, City of Fort Worth, Texas
27
i
77
THE STATE OF TEXAS
COUNTY OF DALLAS
CITY OF DALLAS
I, Harold G. Shank, City Secretary of the City of Dallas, Texas, do hereby certify:
1. That the above and foregoing is a true and correct copy of Ordinance No. . . . . ,
duly pre-
rented and passed by the City Council of the City of Dallas, Texas, at a meeting of the council held
on . . . . . . . . . . . . . . . ., . . . .1976, which ordinance is duly of record in the office of the City Secretary.
2. That said meeting was open to the public, and public notice of the time, place and purpose
quired by Article 6252-17, Vernon's Texas Civil Statutes, as
of said meeting was given, all as re
amended.
WITNESS MY HAND and seal of the City of Dallas, Texas, August . . . . . . . . . . . ..
---------------
City Secretary, City of Dallas, Texas
[SEAL]
THE STATE OF TEXAS
COUNTY OF TARRANT
I, Jack W. Green, City Secretary of the City of Fort Worth, Texas, do hereby certify:
1. That the above and foregoing is a true and correct copy of Ordinance No-).-?I duly presented
and passed by the City Council of the City of Fort Worth, Texas, at a meeting of the Council held
on .t 'Y 1976, which ordinance is duly of record in th.rlhe office of the City Secretary.
2. 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 Article 6252-17, VernoWs Texas Civil Statutes, as
amended.
WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this ."-day of
August, 1976.
x :
City Secretary,City of Fort Worth,'Texas
[SEAL]
28
City of Fort Worth, Texas
Mayor and Council Communication
DATE REFERENCE SUBJECT: D/FW Braniff Special Facilities PAGE
,mac NUMBER Revenue Bonds
8/2/76 G-3114 1of 1
The D/FW Airport Board has proposed that the Dallas/Fort Worth Regional
Airport Braniff Special Facilities Revenues Bonds, Series 1976 be issued
and sold August 2, 1976.
The Airport Board met on Monday, August 2, and adopted a resolution recom-
mending that the two City Councils issue the Special Facilities Bonds.
Recommendation
It is recommended that an ordinance be adopted by the City Councils, res-
pectively, of the Cities of Dallas and Fort Worth authorizing the issuance
of Dallas/Fort Worth Regional Airport Braniff Special Facilities Revenue
Bonds, Series 1976, in the aggregate principal amount of $35,000,000, for
the purpose of acquiring, constructing, fabricating and installing certain
Special Facilities for the jointly owned Dallas/Fort Worth Regional Airport
of the cities and authorizing the sale of such bonds in accordance with the
terms of the contract of sale.
MM:ms
SUBMITTED BY: DISPOSITIO Y COUNCIL: PROCESSED BY
ff-APPROVED ❑ OTHER (DESCRIBE)
�J _ I SECRETARY
DATE
CITY MANAGER �_ /