HomeMy WebLinkAboutOrdinance 7607 CITY OF DALLAS ORDINANCE
NO. . . . . .
CITY OF FORT WORTH ORDINANCE
NO. 76 f 7
AN ORDINANCE
ADOPTED CONCURRENTLY BY THE CITY COUNCILS, RESPECTIVELY,
OF THE CITIES OF DALLAS AND FORT WORTH AUTHORIZING
THE EXECUTION AND DELIVERY OF THE DALLAS-FORT WORTH
REGIONAL AIRPORT SERIES 1970 JOINT REVENUE BONDS ES-
CRO14 AGREEMENT, THE DALLAS-FORT.WORTH REGIONAL AIR-
PORT SERIES 1971 JOINT REVENUE BONDS ESCROW AGREEMENT
AND THE DALLAS-FORT 14ORTH REGIONAL AIRPORT SERIES
1971A JOINT REVENUE BONDS ESCROW AGREEMENT.
WHEREAS, concurrently herewith the City Councils ,
respectively, of the Cities of Dallas and Fort Worth have
passed the Eighth Supplemental Regional Airport Concurrent
Bond Ordinance authorizing the issuance of the Dallas-Fort
Worth Regional Airport Joint Revenue Construction and Refund-
ing Bonds, Series 1977, in the aggregate principal amount of
$274 ,530 ,000 (the "Series 1977 Bonds") for the purposes of
providing funds for terminal facilities and refunding the
term portions of the Series 1970 , the Series 1971 and the
Series 1971A Regional Airport Revenue Bonds ; and
WHEREAS . the Series 1970 Bonds to be refunded are
to be paid and retired on May 1 . 1980 , the redemption date
for said Bonds , pursuant to the terms of the Dallas-Fort
Worth Regional Airport Series 1970 Joint Revenue Bonds Escrow
Agreement (the "1.970 Agreement") between the Cities of Dallas
and Fort Worth and The Fort Worth National Bank (the band: of
payment for the Series 1970 Bonds) ; and
WHEREAS, the Series 1971 Bonds to be refunded are to
be paid and retired on May 1 , 1981, the redemption date for
said Bonds , pursuant to the terms of the Dallas-Fort Worth
Regional Airport Series 1971 Joint Revenue Bonds Escrow Agree-
ment (the "1.971 Agreement") between the Cities of Dallas and
Fort Worth and The First National Bank of Fort Worth (the
bank of payment for the Series 1971 Bonds) ; and
WHEREAS, the Series 1971A Bonds to be refunded are
to be paid and retired on nay 1 , 1981 , the redemption
date for said Bonds , pursuant to the terms of the Dallas-
Fort Worth Regional Airport Series 1971A Joint Revenue Bonds
Escrow Agreement (the "1971A Agreement") between the Cities
of Dallas and Fort Worth and the Continental National Bank of
Fort Worth (the bank of payment for the Series 1971A Bonds) ; and
WHEREAS, it is deemed necessary and desireable that
the Cities authorize and execute such Agreements .
WHEREAS , the City Councils have each found and de-
termined 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 the meetings were open to the public as required
by law; and that public notices of the time, place and pur-
pose of said meetings were given as required by Article
6252-17, V.A.C. S . , as amended.
NOW, THEREFORE , BE IT ORDAINED BY THE CITY COUNCIL
OF THE CITY OF DALLAS , TEXAS :
NOW, THEREFORE , BE IT ORDAINED BY THE CITY COUI•iCIL
OF THE CITY OF FORT WORTH, TEXAS :
That the 1970 Agreement in the form and substance
attached hereto and made a part hereof as Exhibit A, the
1971 Agreement in the form and substance attached hereto and
made a part hereof as Exhibit B and the 1971-A Agreement in
the form and substance attached hereto and made a part hereof
as Exhibit C, each respectively providing the terms upon
which the respective bonds to be redeemed shall be retired, are
hereby accepted, approved and authorized to be delivered
in executed form to the respective parties set forth in each
of said Agreements . Each said Agreement shall be executed
on behalf of the City of Dallas by the City Manager with its
corporate seal impressed thereon, attested by the City Secre-
tary, countersigned by the City Auditor_ and approved as to
form by the City Attorney. Each said Agreement shall be
executed on behalf of the City of Fort Worth by the City
Tanager with its corporate seal impressed thereon, attested
by the City Secretary, and approved as to form and legality
by the City Attorney.
t '
PASSED AND CORRECTLY ENROLLED August 31, 1977.
(Seal)
Mayor, City of Dallas, Texas
ATTEST:
City Secretary, City of Dallas,
Texas
APPROVED AS TO FORM:
City Attorney, City of Dallas,
Texas
Passed August 30, 1977.
Mayor, City of Fort Worth, Texas
(Sea`!_)
ATTEST:
it Secretary, City of Fort
rth, Texas
APPROVED AS TO FORM AND LEGALITY:
0050 '0
City Attorney, City of. Fort
Worth, Texas
RESOLUTION NO.
CERTIFICATE FOR RESOLUTION
THE STATE OF TEXAS
COUNTIES OF DALLAS AND TARRANT
DALLAS-FORT WORTH REGIONAL AIRPORT BOARD
We, the undersigned officers of said Board, hereby
certify as follows :
1. That the Board of Directors of the Dallas-Fort
Worth Regional Airport convened in
REGULAR MEETING ON THE 30TH DAY OF AUGUST, 1977 ,
at the regular designated meeting place, and the roll was
called of the duly constituted officers and members of said
Board, to-wit:
Henry Stuart, Chairman James C . Fuller
Clif Overcash, Vice Chairman J . M. Haggar, Jr.
Paul Mason, Secretary W. 0. Holton
Irving A. Baker Henry Meadows
Doug Fain W. H. (Bill) Roberts
Robert S . Folsom
and all of d persons were pre.5gnt, except the following
absentees : z3yagi /0,,/4 J. M,
thus constituting a quorum. Whereupon, among other business ,
a written Resolution Approving the form of the Official
Statement dated August 31 . 1977 : Authorizing its execution
by the Chairman and the Executive Director ; Authorizing its
use in the Public Sale of Dallas-Fort Worth Regional Airport
Joint Revenue Construction and Refunding Bonds , Series 1977 .
in the aggregate principal amount of $274,530 , 000 in accord-
ance with the Underwriting Agreement concurrently authorized;
Authorizing the Executive Director to deliver Executed Copies
of same to the Purchasers of the Bonds named in said Under-
writing Agreement was duly introduced for the consideration
of said Board of Directors . It was then duly moved and
seconded that said Resolution be adopted; and said motion ,
carrying with it the adoption of said Resolution, prevailed
and carried by the following vote :
AYES: All members of the Board shown present above
voted "Aye . "
NOES: None.
2. That a true , full and correct copy of the aforesaid
Resolution adopted at the Meeting described in the above and
foregoing paragraph is attached to and follows this Certificate ,
that said Resolution has been duly recorded in the minutes of
said Meeting; that the above and foregoing paragraph is a true ,
full and correct excerpt from the minutes of said Meeting
pertaining to the adoption of said Resolution; that the persons
named in the above and foregoing paragraph are the duly chosen,
qualified and acting officers and members of said Board of
Directors as indicated therein; that each of the officers and
members of said Board of Directors was duly and sufficiently
notified officially and personally in advance, of the time,
place and purpose of the aforesaid Meeting, and that said
Resolution would be introduced and considered for adoption at
said Meeting, and each of said officers and members consented,
in advance , to the holding of said Meeting for such purpose ;
and that said Meeting was open to the public as required by
law- and that public notice of the time , place , and purpose
of said meeting was given as required by Vernon' s Ann. Civ.
St. Article 6252-17 , as amended.
3 . That the Chairman and the Secretary of said Board
hereby declare that their signing of this Certificate shall
constitute the signing of the attached and following copy of
said Resolution for all purposes .
SIGNED AND SEALED the 30th day of August , 1977 .
Secretary Cha/mlln
(SEAL)
RESOLUTION
APPROVING THE FORM OF THE: OFFICIAL STATEMENT
DATED AUGUST 31 , 1977 , AUTHORIZING ITS EXE-
CUTION BY THE CHAIRMAN AND THE EXECUTIVE
DIRECTOR; AUTHORIZING ITS USE IN THE PUBLIC
SALE OF DALLAS-FORT WORTH REGIONAL AIRPORT
JOINT REVENUE CONSTRUCTION AND REFUNDING
BONDS , SERIES 1977 , IN THE AGGREGATE PRINCI-
PAL AMOUNT OF $274 , 530 , 000 IN ACCORDANCE WITH
THE UNDERWRITING AGREEMENT CONCURRENTLY AUTH-
ORIZED; AUTHORIZING THE EXECUTIVE DIRECTOR TO
DELIVER EXECUTED COPIES OF SAME TO THE
PURCHASERS OF THE BONDS NAMED IN SAID UNDER-
WRITING AGREEMENT
THE STATE OF TEXAS
COUNTIES OF DALLAS AND TARRANT
DALLAS-FORT WORTH REGIONAL AIRPORT BOARD
WHEREAS , concurrently herewith the Board has adopted
a resolution approving the form of the Eighth Supplemental
Regional Airport Concurrent Bond Ordinance , recommending same
to, and requesting its passage by, the City Councils of the
Cities of Dallas and Fort Worth; and
WHEREAS , said ordinance provides therein that the
Dallas-Fort Worth Regional Airport Joint Revenue Construction
and Refunding Bonds , Series 1977 , in the aggregate principal
amount of $274, 530, 000 (the "Series 1977 Bonds") are to be
sold to the purchasers therein named at the price therein.
stated in accordance with the terms of an Underwriting Agree-
ment dated August 31 , 1977; and
WHEREAS , the Underwriting Agreement requires the Board
to deliver to the purchasers of the Series 1977 Bonds executed
copies of the Official Statement substantially in the form
dated August 31 , 1977 , for use in. the public offering of said
Bonds ; and
WHEREAS , it is the desire of the Board to approve the
form of the Official Statement and authorize its execution by
the proper officers of the Board .
NCW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
DIRECTORS OF THE DALLAS-FORT WORTH REGIONAL AIRPORT:
1. That the Official Statement substantially in the
form attached hereto as Exhibit A and made a part hereof is
hereby in all respects approved by the Board, and the Chairman
of the Board and the Executive Director are hereby authorized
to execute same .
2. That upon execution in the manner herein prescribed
the Executive Director is hereby directed to deliver four
executed copies of said Official Statement to the purchasers
of the Series 1977 Bonds named in the Underwriting Agreement.
3 . That the Official Statement with such appropriate
variations as shall be approved by the Executive Director and
said purchasers shall be used by the said purchasers in the
public offering and sale of the Series 1977 Bonds .
------------------------------------------
,'61T ,9
DALLAS-FORT WORTH REGIONAL AIRPORT
SERIES 1970
JOINT REVENUE BONDS
ESCROW AGREEMENT
between
The CITIES of
DALLAS, TEXAS
and
FORT WORTH, TEXAS
and
THE FORT WORTH NATIONAL BANK
FORT WORTH, TEXAS
Dated as of September 1, 1977
DALLAS-FORT WORTH REGIONAL AIRPORT
SERIES 1970 JOINT REVENUE BONDS
ESCROW AGREEMENT
THE STATE of TExAs i
CouNTIEs of DALLAs/TARRANT Jj
THis AGREEMENT dated as of the first day of September, 1977, made by and between the
City of Dallas, Texas, a municipal corporation acting by and through its duly authorized City
Manager, and the City of Fort Worth, Texas, a municipal corporation acting by and through
its duly authorized City Manager (hereinafter collectively referred to as the "Cities"), parties
of the first part, and The Fort Worth National Bank, Fort Worth, Texas, a national banking
association, organized and existing under the laws of the United States of America, having its
principal office in Fort Worth, County of Tarrant, Texas, (hereinafter referred to as the `Bank"),
party of the second part (collectively, the parties of the first part and the party of the second
part hereinafter referred to as the "Parties").
WITNESSETH :
WHEeEM, the following bonds of the Cities are presently legally issued and outstanding,
to-wit: Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1970, dated April 1,
1970, numbered 1 to 10,000, both inclusive, in the denomination of $5,000 each, aggregating
$50,000,000 in principal amount (hereinafter referred to as the "Series 1970 Bonds"); and
WHEREAS, the Series 1970 Bonds were issued pursuant to the 1968 Regional Airport Con-
current Bond Ordinance authorizing the Dallas-Fort Worth Regional Airport Joint Revenue
Bonds, Series 1968, adopted by the City Councils of the Cities on November 11 and 12, 1968
(hereinafter referred to as the "1968 Ordinance"),and the First Supplemental Regional Airport
Concurrent Bond Ordinance authorizing the Series 1970 Bonds, adopted by the City Councils of
the Cities on April 14, 1970 (hereinafter referred to as the "1970 Ordinance");
WHEREAS, the 1970 Ordinance provides that the Series 1970 Bonds maturing November 1,
1999, being bonds numbers 2,001 to 10,000, both inclusive, aggregating $40,000,000, in principal
amount, and bearing interest at the rate of 7.10% per annum (hereinafter referred to as the
"Underlying Bonds") may be redeemed prior to stated maturity as a whole on May 1, 1980, and
on the first day of any month thereafter and that if due provision for payment is made on or
before the date specified for redemption and the notice therein provided for shall have been given,
the Underlying Bonds thereby automatically shall be redeemed prior to maturity, shall not bear
interest after the date fixed for redemption and shall no longer be regarded as being outstanding
under the 1970 Ordinance except for the purpose of receiving the funds so provided for-such
payment; and
WHEREAs, the Cities are authorized by Article 1269j-5.1, V.A.C.S., to sell their bonds for the
purpose of refunding the Underlying Bonds and to place the proceeds from the sale of such
refunding bonds in escrow with the place of payment of the bonds to be refunded,to be held and
applied to the payment of said bonds; and
WHEREAS, concurrently herewith the Cities, by adoption of the Eighth Supplemental
Regional Airport Concurrent Bond Ordinance on August 30 and 31, 1977 (the"1977 Ordinance"),
have duly authorized to be issued and sold the Dallas-Fort Worth Regional Airport Joint
Revenue Construction and Refunding Bonds, Series 1977 (the "Series 1977 Bonds") in the
aggregate principal amount of$274,530,000, for the purpose, among others, of providing funds to
redeem the Underlying Bonds in the aggregate principal amount of $40,000,000, and to pay the
required redemption premium and interest thereon to the redemption date; and
WHEREAS, said 1977 Ordinance provides that the Cities will immediately upon the delivery
of the Series 1977 Bonds to the purchasers thereof deposit from the proceeds of the sale of said
Series 1977 Bonds into a special escrow fund to be held in accordance with this Agreement
sufficient funds to provide for the purchase of interest bearing direct obligations of the United
States of America in the face amount of $44,546,000.00 for the payment of the principal of, the
redemption premium on and the interest to come due on the Underlying Bonds to May 1, 1980,
the redemption date for said Underlying Bonds; and
WHEREAS, the Underlying Bonds have been called for redemption on May 1, 1980, in
accordance with the terms of the 1970 Ordinance; and
WHEREAS, it is the desire of the Cities to provide for this Agreement as required by the
1977 Ordinance; and
WHEREAS, the monies in the special escrow fund are to be invested in the obligations listed
on Exhibit "A", attached hereto and made a part hereof (said obligations listed on Exhibit "A"
being hereinafter referred to as the "Federal Securities"); and
WHEREAS, the Federal Securities shall mature and the interest thereon shall be payable at
times to insure the existence of monies, together with other funds lawfully available therefor,
sufficient to pay the principal amount of the Underlying Bonds, plus the redemption premium
thereon, and the accrued interest as the same shall come due and be redeemed on May 1, 1980 in
accordance with their terms; and
WHEREAS, the Cities have made arrangements to purchase the Federal Securities with part
of the proceeds from the sale of the Series 1977 Bonds to be deposited herein; and
WHEREAS, the Bank is a commercial bank, located in the State of Texas, and is a qualified
depository which possesses and is exercising full trust powers and is otherwise qualified and
empowered to enter into this Agreement.
Now, THEREFORE, in consideration of the mutual agreements herein contained and in con-
sideration of Ten Dollars ($10.00) duly paid by the Cities to the Bank concurrently herewith,the
receipt whereof is hereby acknowledged, and in order to secure the payment of the principal of,
the premium on and the interest on the Underlying Bonds as the same mature and become due,
the Parties hereto mutually undertake, promise and agree for themselves and their respective
representatives and successors, as follows:
Section 1. (a) There is hereby created by the Cities with the Bank a special trust fund
designated "The Dallas-Fort Worth Regional Airport Series 1970 Joint Revenue Bonds
Escrow Fund" (hereinafter sometimes referred to as the "Special Escrow Fund"). The Bank
hereby accepts and acknowledges the receipt of and the deposit to said Special Escrow Fund of
the amount of $44,546,000.00 from the proceeds of the sale of the Series 1977 Bonds. The
Bank does further acknowledge that said monies in said Special Escrow Fund have been used
to purchase the Federal Securities and that the Bank is in receipt of book-entry credit for said
Federal Securities.
(b) The successive receipts of the principal of and interest on the Federal Securities pursuant
to this Section will assure that the monies to be on deposit from time to time from the receipts
2
of the principal of and interest on the Federal Securities will be at all times sufficient to timely
pay the interest on the Underlying Bonds as such interest comes due and to pay the principal of,
and premium on, the Underlying Bonds as the interest on the Underlying Bonds comes due and
the Underlying Bonds are redeemed prior to maturity, all as reflected in Exhibit `B", attached
hereto and made a part hereof.
Section 2. The principal, interest and premium on the Series 1970 Bonds numbers 2,001 to
10,000,both inclusive,shall be paid in the following manner:
Interest—Interest coming due on November 1, 1977, and semi-annually thereafter
until each of said bonds is redeemed on May 1, 1980,
Principal—Bonds numbers 2,001 to 10,000, both inclusive, in the principal amount of
$40,000,000, on May 1, 1980, the date said bonds are called for redemption.
Premium—Premium in the amount of $1,600,000, due on the redemption of bonds
numbers 2,001 to 10,000, both inclusive, on May 1, 1980, the date said bonds are called
for redemption.
Section 3. If, for any reason, at any time, the funds on hand in the Special Escrow Fund
shall be insufficient to make the payments set forth in Section 2, the Cities shall timely deposit
in the Special Escrow Fund, from lawfully available funds, additional funds in the amounts
required to make such payments. Notice of any such insufficiency shall be given as hereinafter
provided, but the Bank shall in no manner be responsible for the Cities' failure to make such
deposits.
Section 4. The Bank shall hold the book-entry credits for said Federal Securities and monies
at all times in the Special Escrow Fund, wholly segregated from other funds and securities on
deposit with it; shall never commingle such book-entry credits for said Federal Securities and
monies with other funds or securities of the Bank; and shall hold and dispose of the assets
therein only as set forth herein. Nothing herein contained shall be construed as requiring the
Bank to keep the identical monies, or any part thereof, in said Special Escrow Fund, if it is
impractical, but monies of an equal amount, except to the extent such are represented by the
book-entry credits for said Federal Securities, must always be maintained on deposit in the
Special Escrow Fund as trust funds belonging to the Cities and held by the Bank as trustee;
and a special account thereof evidencing such fact shall at all times be maintained on the books
of the Bank.
Section 5. The Bank shall from time to time receive for the credit of the Special Escrow Fund
the principal of and interest on the Federal Securities as they respectively mature and come due.
As set forth in Exhibit "B", the proceeds received on the maturing principal and interest of the
Federal Securities shall be made available to pay the interest on the Underlying Bonds as such
interest comes due and to pay the principal of and the premium on the Underlying Bonds on
the redemption date.
Section 6. Monies in the Special Escrow Fund will be invested only in the Federal Securities
listed in Exhibit "A", and neither the Cities nor the Bank shall reinvest any monies deposited in
the Special Escrow Fund. The Bank shall maintain the Special Escrow Fund until the date upon
which said Underlying Bonds are fully paid as to principal,premium, and interest whereupon the
Bank shall sell or redeem any Federal Securities remaining in the Special Escrow Fund and shall
remit to the Cities the proceeds thereof and accrued interest thereon, together with all other
monies, if any, then remaining in the Special Escrow Fund in excess of $1,360.19, which amount
may be retained by the Bank in payment of part of the reasonable fees and expenses of the Bank
incurred in the administration of this Agreement.
Section 7. The Bank shall continuously secure the monies in the Special Escrow Fund not
invested in Federal Securities, if any, by a pledge of obligations of the United States of America,
3
or obligations unconditionally guaranteed by the United States of America, at least equal to said
uninvested monies.
Section 8. The Bank shall not be liable or responsible for any loss resulting from any
investment made in the Federal Securities.
Section 9. In the event of the Bank's failure to account for any funds or credits for Federal
Securities received by it for the account of the Cities, the same funds and credits for Federal
Securities shall be and remain the property of the Cities and the Cities shall be entitled to the
preferred claim upon such funds and credits for Federal Securities enjoyed by a trust beneficiary.
The funds received by the Bank shall not be considered as a banking deposit by the Cities and
the Bank shall have no right or title with respect thereto. The funds so received by the Bank
shall not be subject to checks or drafts drawn by the Cities.
Section 10. As the Series 1970 Bonds are presented for payment the Bank shall, from
time to time, timely forward to the respective Paying Agents for the Underlying Bonds for
deposit in separate funds and trust accounts for the payment thereof the amount of interest
coming due on each interest payment date for the Underlying Bonds and the amount of prin-
cipal and premium due on the date of redemption of such Underlying Bonds. The amount so
forwarded to the Paying Agents shall be forwarded in sufficient time to permit such payments on
each interest payment date or on the date of redemption, as the case may be, without default.
Section 11. On the first day of January of each calendar year, commencing in the year 1978,
so long as the Special Escrow Fund is maintained, and on each occasion when any credits for
principal and interest on Federal Securities are received or when any deposits or withdrawals are
made from said Special Escrow Fund, the Bank shall forward by letter to the Cities, to the
attention of the Executive Director of the Dallas-Fort Worth Regional Airport Board,a statement
in detail of the income, investments, maturities and withdrawals of monies from the Special
Escrow Fund for the immediately preceding year,or for that portion of the current year,including
in said statement a balance sheet as of the tune of the statement and a statement regarding the
manner in which it has carried out the requirements of this Agreement.
Section 12. The Bank shall not be liable for any act done or step taken or omitted by it
or any mistake of fact or law or for anything which it may do or refrain from doing, except for
its negligence or its default in the performance of any obligation imposed upon it hereunder.
The Bank shall not be responsible in any manner whatsoever for the recitals or statements
contained in the Underlying Bonds or the Series 1977 Bonds or any proceedings taken in
connection therewith.
Section 13. The Bank shall have no responsibility to any persons in connection herewith
except those specifically provided herein and shall not be responsible for anything done or
omitted to be done by it except for its own gross negligence or willful default. The Cities will not
commence any action against the Bank at law, in equity or otherwise as a result of any action
taken or thing done by the Bank pursuant to this Agreement or pursuant to any written demand
or authorization for which provision is herein made.
Section 14. The Bank, except as heretofore indicated, is not a party to, nor is it bound by
nor need it give consideration to the terms or provisions of any other agreement or undertaking
between the Cities or between the Cities and other persons, or any agreement or undertaking
which may be evidenced by or disclosed by any items included among the deposited property,
and the Bank assents to and is to give consideration only to the terms and provisions of this
Agreement. Unless it is specially provided, Bank has no duty to determine or inquire into the
happening or occurrence of any event or contingency or the performance or failure of perfor-
4
mance of the Cities with respect to arrangements or contracts with each other or with others,
the Bank's sole duty hereunder being to safeguard the deposited property and to dispose of and
deliver the same in accordance with instructions herein.
If, however, the Bank is called upon by the terms of this Agreement to determine the occur-
rence of any event or contingency, the Bank shall be obligated, in making such determination,
only to exercise reasonable care and diligence, and in event of error in making such determination
the Bank shall be liable only for its own willful misconduct or its gross negligence in the light of
all the circumstances, taking into consideration the time and facilities available to the Bank in
the ordinary conduct of its business. In determining the occurrence of any such event or contin-
gency the Bank may request from the undersigned or any other person such reasonable addi-
tional evidence as the Bank in its discretion may deem necessary to determine any fact relating
to the occurrence of such event or contingency, and in this connection may inquire and consult,
among others, with the Cities at any time and the Bank shall not be liable for any damages
resulting from its delay in acting hereunder pending its examination of the additional evidence
requested by it.
Section 15. The Bank shall not be responsible or liable to any person in any manner what-
ever for the sufficiency,correctness, genuineness,effectiveness or validity of the deposited property,
or for the form or execution thereof, or for the identity or authority of any person executing or
depositing it. This Agreement is between the Cities and the Bank only and in connection
therewith the Bank is authorized by the Cities to rely upon the representations, both actual
and implied, of the Cities and all other persons connected with this Agreement and the
deposited property as to authority to execute and deliver this Agreement, notifications, receipts,
or instructions hereunder, and relationships among persons, including persons authorized to
receive delivery hereunder, and the Bank shall not be liable to any person in any manner for
such reliance. The duty of the Bank hereunder shall only be to the Cities and the holders of
the Underlying Bonds. Neither the Cities nor the Bank shall assign or attempt to assign or
transfer their interest hereunder or any part hereof. Any such assignment or attempted assign-
ment shall be in direct conflict with this Agreement and without effect.
Section 16. The Cities shall pay the Bank as a fee for performing the services hereunder and
for the expenses incurred by the Bank in the administration of this Agreement$24,610.19. Of such
amount $23,250.00 shall be paid to the Bank from the proceeds of the sale of the Series 1977
Bonds, and $1,360.19 in the manner provided in Section 6. Said fee and expenses of the Bank
are reasonable and are to be paid by the Cities out of lawfully available funds consistent with the
Contract and Agreement between the Cities dated as of April 15, 1968 and the Bank shall have
no lien or charge against the monies in the Special Escrow Fund for payment of such fees and
expenses.
Section 17. The Bank may act upon any written notice, request, waiver, consent, certificate,
receipt, authorization, power of attorney, or other instrument or document which the Bank in
good faith believes to be genuine and to be what it purports to be.
Section 18. Whenever under the terms of this Agreement the performance date of any
provision hereof shall fall on a holiday of the Bank, the performance thereof on the next succes-
sive business day of Bank shall be deemed to be in full compliance. Whenever time is referred to
in this Agreement it shall be the time recognized by Bank in the ordinary conduct of its normal
business transactions.
Section 19. Time shall be of the essence in the performance of obligations from time to
time imposed upon the Bank by this Agreement.
Section 20. The Bank shall be deemed to have properly delivered any items deposited here-
under upon placing them in the United States mails in suitable package or envelope with first
5
class prepaid postage affixed, addressed to the address shown on this Agreement or such other
address as may be furnished to Bank in writing, unless delivery is made in person at Bank's
offices or Bank is properly instructed hereunder in writing to make delivery in some other manner.
Section 21. In the event of any disagreement or controversy hereunder or if conflicting
demands or notices are made upon Bank growing out of or relating to this Agreement or in
the event that Bank in good faith is in doubt as to what action it should take hereunder, the
Cities expressly agree and consent that the Bank shall have the absolute right at its election
to do either or both of the following things:
a. Withhold and stop all further proceedings in, and performance of, this Agreement
and of all instructions received hereunder;
b. File a suit in interpleader and obtain an order from a court of appropriate jurisdiction
requiring all persons involved to interplead and litigate in such court their several claims
and rights among themselves.
Section 22. Any notice, authorization, request, or demand required or permitted to be
given hereunder shall be in writing and shall be deemed to have been duly given when mailed
by registered or certified mail,postage prepaid addressed as follows:
City of Dallas
Main and Harwood Streets
Dallas, Texas 75201
City of Fort Worth
1000 Throckmorton
Fort Worth,Texas 76102
The Fort Worth National Bank
500 Throckmorton Street
Fort Worth, Texas 76102
Dallas-Fort Worth Regional Airport Board
P. 0. Drawer DFW
Dallas-Fort Worth Airport,Texas 75261
The United States Post Office registered or certified mail receipt showing delivery of the aforesaid
shall be conclusive evidence of the date and fact of delivery.
Any party hereto may change the address to which notices are to be delivered by giving
to the other parties not less than ten (10) days prior notice thereof.
Section 23. Upon the taking of all the actions as described herein by the Bank the Bank shall
have no further obligations or responsibilities to any of the other Parties hereto or to any other
person or persons in connection with this Agreement.
Section 24. This Agreement shall inure to the benefit of and be binding upon the Parties
hereto and their respective successors.
IN WITNESS WHEREOF, the City Councils of the Cities of Dallas and Fort Worth have
caused these presents to be executed by the respective officers of the Cities hereunder authorized
and sealed with the corporate seals of the respective Cities and The Fort Worth National Bank,
Fort Worth,Texas,has caused these presents to be signed in its corporate name by its President or
one of its Vice Presidents, sealed with its corporate seal, attested by its Cashier or one of its
Assistant Cashiers,all as of the date and year above written.
6
CITY OF DALLAS
ATTEST:
City Mmideew
ity Secretary
COUNTERSIGNED:
City i#Or
APPROVED As To FORM:
(SEAL)
City Xttomey
CITY OF FORT WORTH
ATTEST:
City Manager
City Secretary
APPROVED AS TO FORM AND LEGALm:
(SEAL)
City Attomey
THE FORT WORTH NATIONAL BANK
Fort Worth, Texas
By
Title
ATTEST:
Cashier
Title
(BANK SEAL)
7
EXHIBIT A
Principal Interest
Federal Securities Maturity Amount Rate
United States Treasury November 1
Certificates of Indebtedness— , 1977 ................ $ 11195,000 0.00%
State and Local Government May 1, 1978 .......................... 350,000 0.00
Series
November 1, 1978 ................ 350,000 0.00
United States Treasury Notes— . May 1,1979 .......................... 351,000 0.00
State and Local Government November 1, 1979 ................ 350,000 0.00
Series
May 1, 1980 .......................... 41,950,000 5.10
$44,546,000
EXHIBIT B
Federal Securities Underlyitea Bonds
Principal
Type Maturity Date Amount Interest Total Interest Principal Premium Due Date
Certificate November 1,1977 $ 1,195,000.00 $ 226,735.19 $ 1,421,735.19 $1,420,000 November 1.1977
Certificate May 1,1978 350,000.00 1,069,725.00 1,419,725.00 1,420,000 May 1,1978
Note November 1,1978 350,000.00 1,069,726.00 1,419,725.00 1,420,000 November 1,1978
Note May 1,1979 351,000.00 1,069,725.00 1,420,725.00 1,420,000 May 1,1979
Note November 1,1979 350,000.00 1,069,725.00 1,419,725.00 1,420,000 November 1,1979
Note May 1,1980 41,950,000.00 1,069,725.00 43,019,725.00 1,420,000 $40,000,000 $1,600,000 May 1,1980
$44,546,000.00 $5,575,360.19 $50,121,360.19 $8,520,000 $40,000,000 $1,600,000
DALLAS-FORT WORTH REGIONAL AIRPORT
SERIES 1971
JOINT REVENUE BONDS
ESCROW AGREEMENT
between
The CITIES of
DALLAS, TEXAS
and
FORT WORTH, TEXAS
and
THE FIRST NATIONAL BANK OF FORT WORTH
FORT WORTH, TEXAS
Dated as of September 1, 1977
DALLAS-FORT WORTH REGIONAL AIRPORT
SERIES 1971 JOINT REVENUE BONDS
ESCROW AGREEMENT
THE STATE of T=As 1
COUNTIES of DALLAs/TAEEANT I
THIS AGREEMENT dated as of the first day of September, 1977, made by and between the
City of Dallas, Texas, a municipal corporation acting by and through its duly authorized City
Manager, and the City of Fort Worth, Texas, a municipal corporation acting by and through
its duly authorized City Manager (hereinafter collectively referred to as the "Cities"), parties
of the first part, and The First National Bank of Fort Worth, Fort Worth, Texas, a national
banking association, organized and existing under the laws of the United States of America,
having its principal office in Fort Worth, County of Tarrant, Texas, (hereinafter referred to as
the "Bank"), party of the second part (collectively, the parties of the first part and the party
of the second part hereinafter referred to as the"Parties").
WITNESSETH :
WHEREAS, the following bonds of the Cities are presently legally issued and outstanding,
to-wit: Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1971, dated March 1,
1971, numbered 1 to 15,000, both inclusive, in the denomination of $5,000 each, aggregating
$75,000,000 in principal amount (hereinafter referred to as the "Series 1971 Bonds"); and
WHEREAS, the Series 1971 Bonds were issued pursuant to the 1968 Regional Airport Con-
current Bond Ordinance authorizing the Dallas-Fort Worth Regional Airport Joint Revenue
Bonds, Series 1968, adopted by the City Councils of the Cities on November 11 and 12, 1968
(hereinafter referred to as the "1968 Ordinance"), and the Third Supplemental Regional Air-
port Concurrent Bond Ordinance authorizing the Series 1971 Bonds, adopted by the City
Councils of the Cities on February 10, 1971 (hereinafter referred to as the "1971 Ordinance");
and
WHEREAS, the 1971 Ordinance provides that the Series 1971 Bonds maturing November 1,
2000, being bonds numbers 2,001 to 15,000, both inclusive, aggregating $65,000,000, in principal
amount, and bearing interest at the rate of 6.75% per annum (hereinafter referred to as tha
"Underlying Bonds") may be redeemed prior to stated maturity as a whole on May 1, 1981, and
on the first day of any month thereafter and that if due provision for payment is made on or
before the date specified for redemption and the notice therein provided for shall have been
given, the Underlying Bonds thereby automatically shall be redeemed prior to maturity, shall not
bear interest after the date fixed for redemption and shall no longer be regarded as being out-
standing under the 1971 Ordinance except for the purpose of receiving the funds so provided for
such payment; and
WHEREAS, the Cities are authorized by Article 1269j-5.1, V.A.C.S., to sell their bonds for the
purpose of refunding the Underlying Bonds and to place the proceeds from the sale of such
refunding bonds in escrow with the place of payment of the bonds to be refunded, to be held
and applied to the payment of said bonds;and
WHEREAS, concurrently herewith the Cities, by adoption of the Eighth Supplemental
Regional Airport Concurrent Bond Ordinance on August 30 and 31, 1977 (the"1977 Ordinance"),
have duly authorized to be issued and sold the Dallas-Fort Worth Regional Airport Joint
Revenue Construction and Refunding Bonds, Series 1977 (the "Series 1977 Bonds") in the
aggregate principal amount of $274,530,000, for the purpose, among others, of providing funds to
redeem the Underlying Bonds in the aggregate principal amount of $65,000,000, and to pay the
required redemption premium and interest thereon to the redemption date; and
WHEREAS, said 1977 Ordinance provides that the Cities will immediately upon the delivery
of the Series 1977 Bonds to the purchasers thereof deposit from the proceeds of the sale of said
Series 1977 Bonds into a special escrow fund to be held in accordance with this Agreement
sufficient funds to provide for the purchase of interest bearing direct obligations of the United
States of America in the face amount of $69,356,000 for the payment of the principal of, the
redemption premium on and the interest to come due on the Underlying Bonds to May 1, 1981,
the redemption date for said Underlying Bonds; and
WHEREAS, the Underlying Bonds have been called for redemption on May 1, 1981, in
accordance with the terms of the 1971 Ordinance; and
WHEREas, it is the desire of the Cities to provide for this Agreement as required by the
1977 Ordinance; and
WHEREAS, the monies in the special escrow fund are to be invested in the obligations listed
on Exhibit "A", attached hereto and made a part hereof (said obligations listed on Exhibit "A"
being hereinafter referred to as the"Federal Securities");and
WHEREAS, the Federal Securities shall mature and the interest thereon shall be payable at
times to insure the existence of monies, together with other funds lawfully available therefor,
sufficient to pay the principal amount of the Underlying Bonds, plus the redemption premium
thereon, and the accrued interest as the same shall come due and be redeemed on May 1, 1981
in accordance with their terms; and
WHEREAS, the Cities have made arrangements to purchase the Federal Securities with part
of the proceeds from the sale of the Series 1977 Bonds to be deposited herein; and
WHEREAS, the Bank is a commercial bank, located in the State of Texas, and is a qualified
depository which possesses and is exercising full trust powers and is otherwise qualified and
empowered to enter into this Agreement.
Now, THEREFORE, in consideration of the mutual agreements herein contained and in con-
sideration of Ten Dollars ($10.00) duly paid by the Cities to the Bank concurrently herewith,the
receipt whereof is hereby acknowledged, and in order to secure the payment of the principal of,
the premium on and the interest on the Underlying Bonds as the same mature and become due,
the Parties hereto mutually undertake, promise and agree for themselves and their respective
representatives and successors, as follows:
Section 1. (a) There is hereby created by the Cities with the Bank a special trust fund
designated "The Dallas-Fort Worth Regional Airport Series 1971 Joint Revenue Bonds
Escrow Fund" (hereinafter sometimes referred to as the "Special Escrow Fund"). The Bank
hereby accepts and acknowledges the receipt of and the deposit to said Special Escrow Fund of
the amount of $69,356,000 from the proceeds of the sale of the Series 1977 Bonds. The Bank
does further acknowledge that said monies in said Special Escrow Fund have been used to
purchase the Federal Securities and that the Bank is in receipt of book-entry credit for said
Federal Securities.
(b) The successive receipts of the principal of and interest on the Federal Securities
deposited pursuant to this Section will assure that the monies to be on deposit from time to
time from the receipts of the principal of and interest on the Federal Securities will be at
2
all times sufficient to timely pay the interest on the Underlying Bonds as such interest comes
due and to pay the principal of, and premium on, the Underlying Bonds as the interest on the
Underlying Bonds comes due and the Underlying Bonds are redeemed prior to maturity, all as
reflected in Exhibit "B", attached hereto and made a part hereof.
Section 2. The principal, interest and premium on the Series 1971 Bonds numbers 2,001 to
15,000, both inclusive, shall be paid in the following manner:
Interest—Interest coming due on November 1,1977,and semi-annually thereafter until
each of said bonds is redeemed on May 1, 1981.
Principal—Bonds numbers 2,001 to 15,000, both inclusive, in the principal amount of
$65,000,000, on May 1, 1981, the date said bonds are called for redemption.
Premium—Premium in the amount of $2,600,000, due on the redemption of bonds
numbers 2,001 to 15,000, both inclusive, on May 1, 1981, the date said bonds are called
for redemption.
Section 3. If, for any reason, at any time, the funds on hand in the Special Escrow Fund
shall be insufficient to make the payments set forth in Section 2, the Cities shall timely deposit
in the Special Escrow Fund, from lawfully available funds, additional funds in the amounts
required to make such payments. Notice of any such insufficiency shall be given as hereinafter
provided, but the Bank shall in no manner be responsible for the Cities' failure to make such
deposits.
Section 4. The Bank shall hold the book-entry credits for said Federal Securities and monies
at all times in the Special Escrow Fund, wholly segregated from other funds and securities on
deposit with it; shall never commingle such book-entry credits for said Federal Securities and
monies with other funds or securities of the Bank; and shall hold and dispose of the assets
therein only as set forth herein. Nothing herein contained shall be construed as requiring the
Bank to keep the identical monies, or any part thereof, in said Special Escrow Fund, if it is
impractical, but monies of an equal amount, except to the extent such are represented by the
book-entry credits for said Federal Securities, must always be maintained on deposit in the
Special Escrow Fund as trust funds belonging to the Cities and held by the Bank as trustee;
and a special account thereof evidencing such fact shall at all times be maintained on the books
of the Bank.
Section 5. The Bank shall from time to time receive for the credit of the Special Escrow Fund
the principal of and interest on the Federal Securities as they respectively mature and come due.
As set forth in Exhibit "B", the proceeds received on the maturing principal and interest of the
Federal Securities shall be made available to pay the interest on the Underlying Bonds as such
interest comes due and to pay the principal of and the premium on the Underlying Bonds on the
redemption date.
Section 6. Monies in the Special Escrow Fund will be invested only in the Federal Securities
listed in Exhibit "A", and neither the Cities nor the Bank shall reinvest any monies deposited in
the Special Escrow Fund. The Bank shall maintain the Special Escrow Fund until the date upon
which said Underlying Bonds are fully paid as to principal, premium,and interest whereupon the
Bank shall sell or redeem any Federal Securities remaining in the Special Escrow Fund and shall
remit to the Cities the proceeds thereof and accrued interest thereon, together with all other
monies, if any, then remaining in the Special Escrow Fund in excess of $3,808.01, which amount
may be retained by the Bank in payment of part of the reasonable fees and expenses of the
Bank incurred in the administration of this Agreement.
Section 7. The Bank shall continuously secure the monies in the Special Escrow Fund not
invested in Federal Securities,if any, by a pledge of obligations of the United States of America,
3
or obligations unconditionally guaranteed by the United States of America, at least equal to said
uninvested monies.
Section 8. The Bank shall not be liable or responsible for any loss resulting from any
investment made in the Federal Securities.
Section 9. In the event of the Bank's failure to account for any funds or credits for Federal
Securities received by it for the account of the Cities, the same funds and credits for Federal
Securities shall be and remain the property of the Cities and the Cities shall be entitled to the
preferred claim upon such funds and credits for Federal Securities enjoyed by a trust beneficiary.
The funds received by the Bank shall not be considered as a banking deposit by the Cities and
the Bank shall have no right or title with respect thereto. The funds so received by the Bank
shall not be subject to checks or drafts drawn by the Cities.
Section 10. As the Series 1971 Bonds are presented for payment the Bank shall, from
time to time, timely forward to the respective Paying Agents for the Underlying Bonds for
deposit in separate funds and trust accounts for the payment thereof the amount of interest
coming due on each interest payment date for the Underlying Bonds and the amount of prin-
cipal and premium due on the date of redemption of such Underlying Bonds. The amount so
forwarded to the Paying Agents shall be forwarded in sufficient time to permit such payments on
each interest payment date or on the date of redemption, as the case may be, without default.
Section 11. On the first day of January of each calendar year, commencing in the year 1978,
so long as the Special Escrow Fund is maintained, and on each occasion when any credits for
principal and interest on Federal Securities are received or when any deposits or withdrawals are
made from said Special Escrow Fund, the Bank shall forward by letter to the Cities, to the
attention of the Executive Director of the Dallas-Fort Worth Regional Airport Board,a statement
in detail of the income, investments, maturities and withdrawals of monies from the Special
Escrow Fund for the immediately preceding year,or for that portion of the current year,including
in said statement a balance sheet as of the time of the statement and a statement regarding the
manner in which it has carried out the requirements of this Agreement.
Section 12. The Bank shall not be liable for any act done or step taken or omitted by it
or any mistake of fact or law or for anything which it may do or refrain from doing, except for
its negligence or its default in the performance of any obligation imposed upon it hereunder.
The Bank shall not be responsible in any manner whatsoever for the recitals or statements
contained in the Underlying Bonds or the Series 1977 Bonds or any proceedings taken in
connection therewith.
Section 13. The Bank shall have no responsibility to any persons in connection herewith
except those specifically provided herein and shall not be responsible for anything done or
omitted to be done by it except for its own gross negligence or willful default. The Cities will not
commence any action against the Bank at law, in equity or otherwise as a result of any action
taken or thing done by the Bank pursuant to this Agreement or pursuant to any written demand
or authorization for which provision is herein made.
Section 14. The Bank, except as heretofore indicated, is not a party to, nor is it bound by
nor need it give consideration to the terms or provisions of any other agreement or undertaking
between the Cities or between the Cities and other persons, or any agreement or undertaking
which may be evidenced by or disclosed by any items included among the deposited property, and
the Bank assents to and is to give consideration only to the terms and provisions of this Agree-
ment. Unless it is specially provided, Bank has no duty to determine or inquire into the happening
or occurrence of any event or contingency or the performance or failure of performance of the
Cities with respect to arrangements or contracts with each other or with others, the Bank's sole
duty hereunder being to safeguard the deposited property and to dispose of and deliver the
same in accordance with instructions herein.
4
If, however, the Bank is called upon by the terms of this Agreement to determine the occur-
rence of any event or contingency, the Bank shall be obligated, in making such determination,
only to exercise reasonable care and diligence, and in event of error in making such determination
the Bank shall be liable only for its own willful misconduct or its gross negligence in the light of
all the circumstances, taking into consideration the time and facilities available to the Bank in
the ordinary conduct of its business. In determining the occurrence of any such event or contin-
gency the Bank may request from the undersigned or any other person such reasonable addi-
tional evidence as the Bank in its discretion may deem necessary to determine any fact relating
to the occurrence of such event or contingency, and in this connection may inquire and consult,
among others, with the Cities at any time and the Bank shall not be liable'for any damages
resulting from its delay in acting hereunder pending its examination of the additional evidence
requested by it.
Section 15. The Bank shall not be responsible or liable to any person in any manner what-
ever for the sufficiency,correctness, genuineness,effectiveness or validity of the deposited property,
or for the form or execution thereof, or for the identity or authority of any person executing or
depositing it. This Agreement is between the Cities and the Bank only and in connection there-
with the Bank is authorized by the Cities to rely upon the representations, both actual and
implied, of the Cities and all other persons connected with this Agreement and the deposited
property as to authority to execute and deliver this Agreement, notifications, receipts,or instruc-
tions hereunder, and relationships among persons,including persons authorized to receive delivery
hereunder, and the Bank shall not be liable to any person in any manner for such reliance. The
duty of the Bank hereunder shall only be to the Cities and the holders of the Underlying Bonds.
Neither the Cities nor the Bank shall assign or attempt to assign or transfer their interest here-
under or any part hereof. Any such assignment or attempted assignment shall be in direct conflict
with this Agreement and without effect.
Section 16. The Cities shall pay the Bank as a fee for performing the services hereunder
and for the expenses incurred by the Bank in the administration of this Agreement $49,058.01.
Of such amount $45,250.00 shall be paid to the Bank from the proceeds 'of the sale of the
Series 1977 Bonds, and $3,808.01 in the manner provided in Section 6. Said fee and expenses
of the Bank are reasonable and are to be paid by the Cities out of lawfully available funds
consistent with the Contract and Agreement between the Cities dated as of April 15, 1968 and
the Bank shall have no lien or charge against the monies in the Spectral Escrow Fund for payment
of such fees and expenses.
Section 17. The Bank may act upon any written notice, request, waiver, consent, certificate,
receipt, authorization, power of attorney, or other instrument or document which the Bank in
good faith believes to be genuine and to be what it purports to be.
Section 18. Whenever under the terms of this Agreement the performance date of any
provision hereof shall fall on a holiday of the Bank, the performance thereof on the next succes-
sive business day of Bank shall be deemed to be in full compliance. Whenever time is referred to
in this Agreement it shall be the time recognized by Bank in the ordinary conduct of its normal
business transactions.
Section 19. Time shall be of the essence in the performance of obligations from time to
time imposed upon the Bank by this Agreement.
Section 20. The Bank shall be deemed to have properly delivered any items deposited here-
under upon placing them in the United States mails in suitable package or envelope with first
class prepaid postage affixed, addressed to the address shown on this Agreement or such other
address as may be furnished to Bank in writing, unless delivery is made in person at Bank's
offices or Bank is properly instructed hereunder in writing to make delivery in some other manner.
5
Section 21. In the event of any disagreement or controversy hereunder or if conflicting
demands or notices are made upon Bank growing out of or relating to this Agreement or in
the event that Bank in good faith is in doubt as to what action it should take hereunder, the
Cities expressly agree and consent that the Bank shall have the absolute right at its election
to do either or both of the following things:
a. Withhold and stop all further proceedings in, and performance of, this Agreement
and of all instructions received hereunder;
b. File a suit in interpleader and obtain an order from a court of appropriate jurisdiction
requiring all persons involved to interplead and litigate in such court their several claims
and rights among themselves.
Section 22. Any notice, authorization, request, or demand required or permitted to be
given hereunder shall be in writing and shall be deemed to have been duly given when mailed
by registered or certified mail, postage prepaid addressed as follows:
City of Dallas
Main and Harwood Streets
Dallas, Texas 75201
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
The First National Bank of Fort Worth
P. 0. Box 2260
Fort Worth, Texas 76101
Dallas-Fort Worth Regional Airport Board
P. 0. Drawer DFW
Dallas-Fort Worth Airport, Texas 75261
The United States Post Office registered or certified mail receipt showing delivery of the aforesaid
shall be conclusive evidence of the date and fact of delivery.
Any party hereto may change the address to which notices are to be delivered by giving
to the other parties not less than ten (10) days prior notice thereof.
Section 23. Upon the taking of all the actions as described herein by the Bank the Bank shall
have no further obligations or responsibilities to any of the other Parties hereto or to any other
person or persons in connection with this Agreement.
Section 24. This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors.
IN WITNESS WHEREOF, the City Councils of the Cities of Dallas and Fort Worth have
caused these presents to be executed by the respective officers of the Cities hereunder authorized
and sealed with the corporate seals of the respective Cities and The First National Bank of
Fort Worth, Fort Worth, Texas, has caused these presents to be signed in its corporate name by
its President or one of its Vice Presidents, sealed with its corporate seal, attested by its Trust
Officer or Cashier or one of its Assistant Trust Officers or Cashiers, all as of the date and year
above written.
6
CITY OF DALLAS
ATTEST:
City Manager
City Secretary
COUNTERSIGNED:
City Auditor
APPROVED AS TO FORM:
(SEAL)
City Attorney
CITY OF FORT WORTH
ATTEST:
City anager
City Secretary
APPROVED AS TO FORM AND LEGALITY:
(SEAL)
CVO homey
THE FIRST NATIONAL BANK OF FORT WORTH
Fort Worth, Texas
By
Title
ATTEST:
Title
(BANK SEAL)
7
EXHIBIT A
Principal Interest
Federal Securities Maturity Amount Rate
United States Treasury
Certificates of Indebtedness— November 1, 1977 ................ $ 1,733,000 0.00%
State and Local Government May 1, 1978 .......................... 2,000 0.00
Series
November 1, 1978 ................ 4,000 0.00
May 1, 1979 .......................... 3,000 0.00
United States Treasury Notes— November 1, 1979 ................ 4,000 0.00
State and Local Government May 1, 1980 .......................... 3,000 5.10
Series
November 1, 1980 ................ 4,000 6.38
May 1, 1981 .......................... 67,603,000 6.48
$69,356,000
EXHIBIT B
Federal Securities Underlying Bonds
Principal
Type Maturity Date Amounts Interest Total Interest Principal Premium Due Date
Certificate November 1,1977 $ 1,733,000.00 $ 464,299.51 $ 2,197,299.51 $ 2,193,750 November 1,1977
Certificate May 1,1978 2,000.00 2,190,641.30 2,192,541.30 2,193,750 May 1,1978
Note November 1,1978 4,000.00 2,190,541.30 2,194,541.30 2,193,750 November 1,1978
Note May 1,1979 3,000.00 2,190,541.30 2,193,641.30 2,193,750 May 1,1979
Note November 1,1979 4,000.00 2,190,541.30 2,194,641.30 2,193,750 November 1,1979
Note May 1,1980 3,000.00 2,190,641.30 2,193,641.30 2,193,750 May 1,1980
Note November 1,1980 4,000.00 2,190,464.80 2,194,464.80 2,193,750 November 1,1980
Note May 1,1981 67,603,000.00 2,190,33720 69,793,337.20 2,193,750 $65,000,000 $2,600,000 May 1,1981
$69,356,000.00 $15,797,808.01 $85,153,808.01 $17,550,000 $65,000,000 $2,600,000
Exkkd
DALLAS-FORT WORTH REGIONAL AIRPORT
SERIES 1971A
JOINT REVENUE BONDS
ESCROW AGREEMENT
between
The CITIES of
DALLAS, TEXAS
and
FORT WORTH, TEXAS
and
CONTINENTAL NATIONAL BANK OF FORT WORTH
FORT WORTH, TEXAS
Dated as of September 1, 1977
DALLAS-FORT WORTH REGIONAL AIRPORT
SERIES 1971A JOINT REVENUE BONDS
ESCROW AGREEMENT
THE STATE OF TEBAs 1
COUNTIES OF DALLAs/TARRANT I
THIS AGREEMENT dated as of the first day of September, 1977, made by and between the
City of Dallas, Texas, a municipal corporation acting by and through its duly authorized City
Manager, and the City of Fort Worth, Texas, a municipal corporation acting by and through
its duly authorized City Manager (hereinafter collectively referred to as the "Cities"), parties
of the first part,and the Continental National Bank of Fort Worth, Fort Worth,Texas,a national
banking association, organized and existing under the laws of the United States of America,
having its principal office in Fort Worth, County of Tarrant, Texas, (hereinafter referred to as
the `Bank"), party of the second part (collectively, the parties of the first part and the party
of the second part hereinafter referred to as the "Parties").
WITNESSETH :
WHEREAS, the following bonds of the Cities are presently legally issued and outstanding,
to-wit: Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1971A, dated Septem-
ber 1, 1971, numbered 1 to 20,000, both inclusive, in the denomination of $5,000 each, aggre-
gating $100,000,000 in principal amount (hereinafter referred to as the "Series 1971A Bonds");
and
WHEREAS, the Series 1971A Bonds were issued pursuant to the 1968 Regional Airport Con-
current Bond Ordinance authorizing the Dallas-Fort Worth Regional Airport Joint Revenue
Bonds, Series 1968, adopted by the City Councils of the Cities on November 11 and 12, 1968
(hereinafter referred to as the "1968 Ordinance"), and the Fourth Supplemental Regional Air-
port Concurrent Bond Ordinance authorizing the Series 1971A Bonds, adopted by the City
Councils of the Cities on August 23, 1971 (hereinafter referred to as the "1971A Ordinance");
and
WHEREAS, the 1971A Ordinance provides that the Series 1971A Bonds maturing Novem-
ber 1, 2001, being bonds numbers 3,001 to 20,000, both inclusive, aggregating $85,000,000, in
principal amount, and bearing interest at the rate of 6.75% per annum (hereinafter referred to
as the "Underlying Bonds") may be redeemed prior to stated maturity as a whole on May 1,
1981,and on the first day of any month thereafter and that if due provision for payment is made
on or before the date specified for redemption and the notice therein provided for shall have been
given, the Underlying Bonds thereby automatically shall be redeemed prior to maturity, shall
not bear interest after the date fixed for redemption and shall no longer be regarded as being
outstanding under the 1971A Ordinance except for the purpose of receiving the funds so pro-
vided for such payment; and
WHEREAS, the Cities are authorized by Article 1269j-5.1, V.A.C.S., to sell their bonds for the
purpose of refunding the Underlying Bonds and to place the proceeds from the sale of such
refunding bonds in escrow with the place of payment of the bonds to be refunded, to be held
and applied to the payment of said bonds; and
WHEREAS, concurrently herewith the Cities, by adoption of the Eighth Supplemental
Regional Airport Concurrent Bond Ordinance on August 30 and 31, 1977 (the "1977 Ordinance"),
have duly authorized to be issued and sold the Dallas-Fort Worth Regional Airport Joint
Revenue Construction and Refunding Bonds, Series 1977 (the "Series 1977 Bonds") in the
aggregate principal amount of $274,530,000, for the purpose, among others, of providing funds
to redeem the Underlying Bonds in the aggregate principal amount of $85,000,000, and to pay
the required redemption premium and interest thereon to the redemption date; and
WHEREAS, said 1977 Ordinance provides that the Cities will immediately upon the delivery
of the Series 1977 Bonds to the purchasers thereof deposit from the proceeds of the sale of said
Series 1977 Bonds into a special escrow fund to be held in accordance with this Agreement
sufficient funds to provide for the purchase of interest bearing direct obligations of the United
States of America in the face amount of $90,703,000 for the payment of the principal of, the
redemption premium on and the interest to come due on the Underlying Bonds to May 1, 1981,
the redemption date for said Underlying Bonds; and
WHEREAS, the Underlying Bonds have been called for redemption on May 1, 1981, in
accordance with the terms of the 1971A Ordinance; and
WHEREAS, it is the desire of the Cities to provide for this Agreement as required by the
1977 Ordinance; and
WHEREAS, the monies in the special escrow fund are to be invested in the obligations listed
on Exhibit "A", attached hereto and made a part hereof (said obligations listed on Exhibit "A"
being hereinafter referred to as the "Federal Securities"); and
WHEREAS, the Federal Securities shall mature and the interest thereon shall be payable at
times to insure the existence of monies, together with other funds lawfully available therefor,
sufficient to pay the principal amount of the Underlying Bonds, plus the redemption premium
thereon, and the accrued interest as the same shall come due and be redeemed on May 1, 1981
in accordance with their terms; and
WHEREAS, the Cities have made arrangements to purchase the Federal Securities with part
of the proceeds from the sale of the Series 1977 Bonds to be deposited herein; and
WHEREAS, the Bank is a commercial bank, located in the State of Texas, and is a qualified
depository which possesses and is exercising full trust powers and is otherwise qualified and
empowered to enter into this Agreement.
Now, THEREFORE, in consideration of the mutual agreements herein contained and in con-
sideration of Ten Dollars ($10.00) duly paid by the Cities to the Bank concurrently herewith,
the receipt whereof is hereby acknowledged, and in order to secure the payment of the principal
of, the premium on and the interest on the Underlying Bonds as the same mature and become
due, the Parties hereto mutually undertake, promise and agree for themselves and their respec-
tive representatives and successors, as follows:
Section 1. (a) There is hereby created by the Cities with the Bank a special trust fund
designated "The Dallas-Fort Worth Regional Airport Series 1971A Joint Revenue Bonds
Escrow Fund" (hereinafter sometimes referred to as the "Special Escrow Fund"). The Bank
hereby accepts and acknowledges the receipt of and the deposit to said Special Escrow Fund of
the amount of $90,703,000 from the proceeds of the sale of the Series 1977 Bonds. The Bank
does further acknowledge that said monies in said Special Escrow Fund have been used to
purchase the Federal Securities and that the Bank is in receipt of book-entry credit for said
Federal Securities.
(b) The successive receipts of the principal of and interest on the Federal Securities
deposited pursuant to this Section will assure that the monies to be on deposit from time to
2
time from the receipts of the principal of and interest on the Federal Securities will be at all
times sufficient to timely pay the interest on the Underlying Bonds as such interest comes
due and to pay the principal of, and premium on, the Underlying Bonds as the interest on the
Underlying Bonds comes due and the Underlying Bonds are redeemed prior to maturity, all as
reflected in Exhibit `B", attached hereto and made a part hereof.
Section 2. The principal, interest and premium on the Series 1971A Bonds numbers 3,001
to 20,000, both inclusive, shall be paid in the following manner:
Interest—Interest coming due on November 1, 1977,and semi-annually thereafter until
each of said bonds is redeemed on May 1, 1981.
Principal--Bonds numbers 3,001 to 20,000, both inclusive, in the principal amount of
$85,000,000, on May 1, 1981, the date said bonds are called for redemption.
Premium—Premium in the amount of $3,400,000, due on the redemption of bonds
numbers 3,001 to 20,000, both inclusive, on May 1, 1981, the date said bonds are
called for redemption.
Section 3. If, for any reason, at any time, the funds on hand in the Special Escrow Fund
shall be insufficient to make the payments set forth in Section 2, the Cities shall timely deposit
in the Special Escrow Fund, from lawfully available funds, additional funds in the amounts
required to make such payments. Notice of any such insufficiency shall be given as hereinafter
provided, but the Bank shall in no manner be responsible for the Cities' failure to make such
deposits.
Section 4. The Bank shall hold the book-entry credits for said Federal Securities and monies
at all times in the Special Escrow Fund, wholly segregated from other funds and securities on
deposit with it; shall never commingle such book-entry credits for said Federal Securities and
monies with other funds or securities of the Bank; and shall hold and dispose of the assets therein
only as set forth herein. Nothing herein contained shall be construed as requiring the Bank to
keep the identical monies, or any part thereof, in said Special Escrow Fund, if it is impractical,
but monies of an equal amount, except to the extent such are represented by the book-entry
credits for Federal Securities, must always be maintained on deposit in the Special Escrow Fund
as trust funds belonging to the Cities and held by the Bank as trustee; and a special account
thereof evidencing such fact shall at all times be maintained on the books of the Bank.
Section 5. The Bank shall from time to time receive for the credit of the Special Escrow
Fund the principal of and interest on the Federal Securities as they respectively mature and
come due. As set forth in Exhibit "B", the proceeds received on the maturing principal and
interest of the Federal Securities shall be made available to pay the interest on the Underlying
Bonds as such interest comes due and to pay the principal of and the premium on the Under-
lying Bonds on the redemption date.
Section 6. Monies in the Special Escrow Fund will be invested only in the Federal Securities
listed in Exhibit "A", and neither the Cities nor the Bank shall reinvest any monies deposited
in the Special Escrow Fund. The Bank shall maintain the Special Escrow Fund until the date
upon which said Underlying Bonds are fully paid as to principal, premium, and interest where-
upon the Bank shall sell or redeem any Federal Securities remaining in the Special Escrow Fund
and shall remit to the Cities the proceeds thereof and accrued interest thereon, together with
all other monies, if any, then remaining in the Special Escrow Fund in excess of $12,952.37,
which amount may be retained by the Bank in payment of part of the reasonable fees and
expenses of the Bank incurred in the administration of this Agreement.
Section 7. The Bank shall continuously secure the monies in the Special Escrow Fund not
invested in Federal Securities, if any, by a pledge of obligations of the United States of America,
3
or obligations unconditionally guaranteed by the United States of America, at least equal to
said uninvested monies.
Section 8. The Bank shall not be liable or responsible for any loss resulting from any
investment made in the Federal Securities.
Section 9. In the event of the Bank's failure to account for any funds or credits for Federal
Securities received by it for the account of the Cities, the same funds and credits for Federal
Securities shall be and remain the property of the Cities and the Cities shall be entitled to the
preferred claim upon such funds and credits for Federal Securities enjoyed by a trust beneficiary.
The funds received by the Bank shall not be considered as a banking deposit by the Cities and
the Bank shall have no right or title with respect thereto. The funds so received by the Bank
shall not be subject to checks or drafts drawn by the Cities.
Section 10. As the Series 1971A Bonds are presented for payment the Bank shall, from
time to time, timely forward to the respective Paying Agents for the Underlying Bonds for
deposit in separate funds and trust accounts for the payment thereof the amount of interest
coming due on each interest payment date for the Underlying Bonds and the amount of principal
and premium due on the date of redemption of such Underlying Bonds. The amount so for-
warded to the Paying Agents shall be forwarded in sufficient time to permit such payments on
each interest payment date or on the date of redemption, as the case may be, without default.
Section 11. On the first day of January of each calendar year, commencing in the year 1978,
so long as the Special Escrow Fund is maintained, and on each occasion when any credits for
principal and interest on Federal Securities are received or when any deposits or withdrawals
are made from said Special Escrow Fund, the Bank shall forward by letter to the Cities, to the
attention of the Executive Director of the Dallas-Fort Worth Regional Airport Board, a state-
ment in detail of the income, investments, maturities and withdrawals of monies from the Special
Escrow Fund for the immediately preceding year,or for that portion of the current year,including
in said statement a balance sheet as of the time of the statement and a statement regarding the
manner in which it has carried out the requirements of this Agreement.
Section 12. The Bank shall not be liable for any act done or step taken or omitted by it
or any mistake of fact or law or for anything which it may do or refrain from doing, except for
its negligence or its default in the performance of any obligation imposed upon it hereunder.
The Bank shall not be responsible in any manner whatsoever for the recitals or statements
contained in the Underlying Bonds or the Series 1977 Bonds or any proceedings taken in
connection therewith.
Section 13. The Bank shall have no responsibility to any persons in connection herewith
except those specifically provided herein and shall not be responsible for anything done or
omitted to be done by it except for its own gross negligence or willful default. The Cities will not
commence any action against the Bank at law, in equity or otherwise as a result of any action
taken or thing done by the Bank pursuant to this Agreement or pursuant to any written demand
or authorization for which provision is herein made.
Section 14. The Bank, except as heretofore indicated, is not a party to, nor is it bound by
nor need it give consideration to the terms or provisions of any other agreement or undertaking
between the Cities or between the Cities and other persons, or any agreement or undertaking
which may be evidenced by or disclosed by any items included among the deposited property,
and the Bank assents to and is to give consideration only to the terms and provisions of this
Agreement. Unless it is specially provided, Bank has no duty to determine or inquire into the
happening or occurrence of any event or contingency or the performance or failure of perfor-
mance of the Cities with respect to arrangements or contracts with each other or with others,
4
the Bank's sole duty hereunder being to safeguard the deposited property and to dispose of and
deliver the same in accordance with instructions herein.
If, however, the Bank is called upon by the terms of this Agreement to determine the occur-
rence of any event or contingency, the Bank shall be obligated, in making such determination,
only to exercise reasonable care and diligence, and in event of error in making such determination
the Bank shall be liable only for its own willful misconduct or its gross negligence in the light of
all the circumstances, taking into consideration the time and facilities available to the Bank in
the ordinary conduct of its business. In determining the occurrence of any such event or contin-
gency the Bank may request from the undersigned or any other person such reasonable addi-
tional evidence as the Bank in its discretion may deem necessary to determine any fact relating
to the occurrence of such event or contingency, and in this connection may inquire and consult,
among others, with the Cities at any time and the Bank shall not be liable for any damages
resulting from its delay in acting hereunder pending its examination of the additional evidence
requested by it.
Section 15. The Bank shall not be responsible or liable to any person in any manner what-
ever for the sufficiency, correctness, genuineness, effectiveness or validity of the deposited prop-
erty, or for the form or execution thereof, or for the identity or authority of any person executing
or depositing it. This Agreement is between the Cities and the Bank only and in connection
therewith the Bank is authorized by the Cities to rely upon the representations, both actual
and implied, of the Cities and all other persons connected with this Agreement and the
deposited property as to authority to execute and deliver this Agreement, notifications, receipts,
or instructions hereunder, and relationships among persons, including persons authorized to
receive delivery hereunder, and the Bank shall not be liable to any person in any manner for
such reliance. The duty of the Bank hereunder shall only be to the Cities and the holders of
the Underlying Bonds. Neither the Cities nor the Bank shall assign or attempt to assign or
transfer their interest hereunder or any part hereof. Any such assignment or attempted assign-
ment shall be in direct conflict with this Agreement and without effect.
Section 16. The Cities shall pay the Bank as a fee for performing the services hereunder
and for the expenses incurred by the Bank in the administration of this Agreement $79,619.37.
Of such amount $66,667.00 shall be paid to the Bank from the proceeds of the sale of the
Series 1977 Bonds, and $12,952.37 in the manner provided in Section 6. Said fee and expenses
of the Bank are reasonable and are to be paid by, the Cities out of lawfully available funds
consistent with the Contract and Agreement between the Cities dated as of April 15, 1968 and
the Bank shall have no lien or charge against the monies in the Special Escrow Fund for pay-
ment of such fees and expenses.
Section 17. The Bank may act upon any written notice, request, waiver, consent,certificate,
receipt, authorization, power of attorney, or other instrument or document which the Bank in
good faith believes to be genuine and to be what it purports to be.
Section 18. Whenever under the terms of this Agreement the performance date of any
provision hereof shall fall on a holiday of the Bank, the performance thereof on the next succes-
sive business day of Bank shall be deemed to be in full compliance. Whenever time is referred to
in this Agreement it shall be the time recognized by Bank in the ordinary conduct of its normal
business transactions.
Section 19. Time shall be of the essence in the performance of obligations from time to time
imposed upon the Bank by this Agreement.
Section 20. The Bank shall be deemed to have properly delivered any items deposited here-
under upon placing them in the United States mails in suitable package or envelope with first
class prepaid postage affixed, addressed to the address shown on this Agreement or such other
5
address as may be furnished to Bank in writing, unless delivery is made in person at Bank's
offices or Bank is properly instructed hereunder in writing to make delivery in some other manner.
Section 21. In the event of any disagreement or controversy hereunder or if conflicting
demands or notices are made upon Bank growing out of or relating to this Agreement or in
the event that Bank in good faith is in doubt as to what action it should take hereunder, the
Cities expressly agree and consent that the Bank shall have the absolute right at its election
to do either or both of the following things:
a. Withhold and stop all further proceedings in, and performance of, this Agreement
and of all instructions received hereunder;
b. File a suit in interpleader and obtain an order from a court of appropriate jurisdiction
requiring all persons involved to interplead and litigate in such court their several claims
and rights among themselves.
Section 22. Any notice, authorization, request, or demand required or permitted to be
given hereunder shall be in writing and shall be deemed to have been duly given when mailed
by registered or certified mail, postage prepaid addressed as follows:
City of Dallas
Main and Harwood Streets
Dallas, Texas 75201
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Continental National Bank of Fort Worth
P. 0. Box 910
Fort Worth, Texas 76101
Dallas-Fort Worth Regional Airport Board
P. 0. Drawer DFW
Dallas-Fort Worth Airport, Texas 75261
The United States Post Office registered or certified mail receipt showing delivery of the aforesaid
shall be conclusive evidence of the date and fact of delivery.
Any party hereto may change the address to which notices are to be delivered by giving
to the other parties not less than ten (10) days prior notice thereof.
Section 23. Upon the taking of all the actions as described herein by the Bank the Bank shall
have no further obligations or responsibilities to any of the other Parties hereto or to any other
person or persons in connection with this Agreement.
Section 24. This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors.
IN WITNESS WHEREOF, the City Councils of the Cities of Dallas and Fort Worth have
caused these presents to be executed by the respective officers of the Cities hereunder authorized
and sealed with the corporate seals of the respective Cities and the Continental National Bank
of Fort Worth, Fort Worth, Texas, has caused these presents to be signed in its corporate name
by its President or one of its Vice Presidents, sealed with its corporate seal, attested by its Trust
Officer or Cashier or one of its Assistant Trust Officers or Cashiers, all as of the date and year
above written.
6
CITY OF DALLAS
ATTEST:
City Manager
City Secretary
COUNTERSIGNED:
City Auditor
APPROVED As To FORM:
(SEAL)
City Attorney
CITY OF FORT WORTH
ATTEST:
City Mamiar
City Secretary
APPROVED As To FORM AND LEGALITY:
(SEAL)
City Attorney
CONTINENTAL NATIONAL BANS
OF FORT WORTH
Fort Worth, Texas
By
Title
ATTEST:
Title
(BANK SEAL)
7
EXHIBIT A
Principal Interest
Federal Securities Maturity Amount Rate
United States Treasury
Certificates of Indebtedness— November 1, 1977 ................ $ 2,267,000 0.00%
State and Local Government May 1, 1978 .......................... 3,000 0.00
Series
November 1, 1978 ................ 6,000 0.00
May 1,1979 .......................... 11000 0.00
United States Treasury Notes— November 1, 1979 ................ 6,000 0.00
State and Local Government Series May 1, 1980 .......................... 7,000 5.10
November 1, 1980 ................ 6,000 6.38
May 1, 1981 .......................... 88,407,000 6.48
$90,703,000
EXHIBIT B
Federal Securities Underlyiaa Bonds
Principal
Type Maturity Date Amounts Interest Total Interest Principal Premium Due Date
Certificate November 1,1977 $ 2,267,000.00 $ 607,203.87 $ 2,874,203.87 $ 2,868,750 November 1,1977
Certificate May 1,1978 3,000.00 2,864,756.70 2,867,756.70 2,868,750 May 1,1978
Note November 1,1978 6,000.00 2,864,756.70 2,870,756.70 2,868,750 November 1,1978
Note May 1,1979 1,000.00 2,864,756.70 2,865,756.70 2,868,760 May 1,1979
Note November 1,1979 6,000.00 2,864,756.70 2,870,756.70 2,868,750 November 1,1979
Note May 1,1980 7,000.00 2,864,756.70 2,871,756.70 2,868,750 May 1,1980
Note November 1,1980 6,000.00 2,864,578.20 2,870,57820 2,868,750 November 1,1980
Note May 1,1981 88,407,000.00 2,864,386.80 91,271,386.80 2,868,750 $85,000,000 $3,400,000 May 1,1981
$90,703,000.00 $20,659,952.37 $111,362,952.37 $22,950,000 $85,000,000 $3,400,000