HomeMy WebLinkAboutOrdinance 6382 E
CITY OF FORT WORTH ORDINANCE
No. ` g �
An ordinance passed concurrently by the City Councils, re-
spectively, of the cities of Dallas and Fort Worth, authorizing the
issuance of Dallas-Fort Worth Regional Airport Joint Revenue
Bonds, Series 1970 A in the aggregate principal amount of
$50,000,000, bearing interest at the rates specified, for the purpose
of paying in part the cost of constructing, equipping and otherwise
improving the jointly owned Dallas-Fort Worth Regional Airport
of the Cities; providing for the form of said bonds and the coupons
appertaining thereto; awarding the sale of such bonds to the pur-
chasers thereof in accordance with the Contract of Purchase and
authorizing the execution of such Contract; authorizing the Dallas-
Fort Worth Regional Airport Board to deliver said bonds as herein
directed; providing that such bonds are on a parity with the Dal-
las-'Fort Worth Regional Airport Joint Revenue Bonds, Series 1968
and Series 1970, heretofore issued and sold; adopting pertinent
provisions of and supplementing the 1968 Concurrent Bond Ordin-
ance which authorized the issuance of said series 1968 bonds and
the First Supplemental Regional Airport Concurrent Bond Or-
dinance which authorized the issuance of said series 1970 bonds;
providing for the deposit of the proceeds of such bonds into certain
funds of the Joint Airport Fund under and subject to the control
of said Board; and directing that due observance of the covenants
herein contained be made by the Board; providing a method of
amending this ordinance; providing for severability; ordaining
other matters incident and relating to the subject and purpose
hereof; and declaring an emergency.
WHEREAS, pursuant to applicable laws and a contract and agree-
ment dated April 15, 1968 (the "Contract and Agreement"), the
City Councils, respectively, of the Cities of Dallas and Fort Worth,
by an ordinance passed concurrently on November 11, 1968, and
November 12, 1968, authorized the issuance of and sold their
Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series
1968, in the aggregate principal amount of $35,000,000 and by or-
dinance passed concurrently on April 14, 1970, authorized the
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issuance of and sold their Dallas-Fort Worth Regional Airport
Joint Revenue Bonds, Series 1970, in the aggregate principal
amount of $50,000,000 (herein collectively defined as the "Out-
standing Bonds"), for the purpose of paying in part the costs of
the Dallas-Fort Worth Regional Airport; and
WHEREAS, in accordance with the Contract and Agreement the
City Councils have been requested by the Dallas-Fort Worth Re-
gional Airport Board to issue additional joint revenue bonds for
such purpose; and
WHEREAS, in recognition of their obligation in said ordinance, the
said City Councils propose to continue with the financing of the
Regional Airport through the issuance of additional joint revenue
bonds as contemplated by the Contract and Agreement, and in
accordance with the said ordinance and applicable laws including
Articles 1269j-5, 1269j-5.1, 1269j-5.2, 46d and 717k-2 of Texas Re-
vised Civil Statutes, as amended; and
WHEREAS, said ordinances authorizing the Outstanding Bonds
permit the issuance of the bonds herein authorized as parity bonds
with the Outstanding Bonds; and
WHEREAS, it is deemed by the City Councils to be desirable, ap-
propriate and necessary to issue additional negotiable revenue
bonds for the purpose of providing additional funds for paying in
part the costs of the Regional Airport; and
WHEREAS, the City Councils have each found and determined as
to each that the matters to which this Ordinance relates are mat-
ters 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
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its City Council, and said Meeting was open to the public as re-
quired by law; and that public notice of the time, place, and pur-
pose of said meeting was given as required by Chapter 227, Acts of
the 61st Legislature, Regular Session, 1969.
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, PREAMBLES AND RATIFICATION
SECTION 1.1. Short Title. This Ordinance may be cited by the
short title, "Second Supplemental Regional Airport Concurrent
Bond Ordinance."
SECTION 1.2. Adoption of Preambles. All of the declarations and
findings contained in the preambles of this Ordinance are made a
part hereof and shall be fully effective as a part of the ordained
subject matter of this Ordinance.
SECTION 1.3. Ratification. All action heretofore taken (not in-
consistent with the provisions hereof) by the Cities, by the Board
and by the employees and officers of each directed toward the
Regional Airport and the issuance of the bonds herein authorized
for that purpose is hereby ratified, approved and confirmed.
ARTICLE II
DEFINITIONS AND CONSTRUCTION
SECTION 2.1. Adoption of Definitions. The definitions set forth in
Article II of the 1968 Regional Airport Concurrent Bond Ordinance
passed respectively,.by the Cities of Dallas and Fort Worth on
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November 11 and November 12, 1968, are made a part hereof
and shall-be as fully effective as part of the subject matter of this
Ordinance as if repeated in full herein.
Swrtox 2.2.Additional Definitions. In addition to the definitions
set forth in the said 1968 Regional Airport Concurrent Bond Ordi-
nance the terms defined in this Section for all purposes of this
Ordinance and of any ordinance amendatory hereof, supplemental
or relating hereto, and of any instruments or documents apper-
taining hereto, except where the context by clear implication shall
otherwise require, shall have the respective meanings herein speci-
fied as follows,to-wit:
"1968 ORDINANCE" shall mean and refer to the 1968 Re-
gional Airport Concurrent Bond Ordinance passed by the City
Councils of the Cities, respectively, on November 11, 1968 and
November 12, 1968.
"1970 ORDINANCE"shall mean and refer to the First Sup-
plemental Reg�'oral Airport Concurrent Bond Ordinance
passed by the City Councils of the Cities on April 14, 1970.
"OUTSTANDING BONDS" shall mean that issue of Dal-
las-Fort Worth Regional Airport Joint Revenue Bonds, Series
1968, authorized by the 1968 Ordinance, and the Dallas-Fort
Worth Regional Airport Joint Revenue Bonds, Series 1970,
authorized by the 1970 Ordinance.
"PAYING AGENT" or "PAYING AGENTS" shall mean
with respect to the Series 1970 A Bonds The Fort Worth Na-
tional Bank, Fort Worth,Texas,the Mercantile National Bank
at Dallas, Dallas, Texas, and Chemical Bank, New York,
New York.
"REFUNDING BONDS" shall mean any refunding bonds
issued pursuant to Section 8.6 of the 1968 Ordinance for the
purpose of refunding any Bonds outstanding.
"SERIES 1970 BONDS" shall mean the Dallas-Fort Worth
Regional Airport Joint Revenue Bonds, Series 1970,authorized
by the 1970 Ordinance.
"SERIES 1970 A BONDS" shall mean the Dallas-Fort
Worth Regional Airport Joint Revenue Bonds, Series 1970 A,
herein authorized to be issued and sold.
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ARTICLE III
SERIES 1970 A BOND
SEcrION 3.1. Authorization. So as to protect the public safety
and in order to promote and advance the general welfare of the
citizens of Dallas and Fort Worth and the North Central Texas
Region, it is hereby declared necessary that the Cities issue the
Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series
1970 A (herein defined as the "Series 1970 A Bonds"). For the
purpose of paying in part the Costs of the Project, the Cities here-
by authorize and direct the issuance of the Series 1970 A Bonds in
the aggregate principal amount of $50,000,000, payable both as to
principal and interest solely out of the revenues, as described, de-
fined and pledged herein. The Series 1970 A Bonds are issued as
Completion Bonds pursuant to and as permitted by the 1968
Ordinance.
SEcrION 3.2. Date, Denomination and Maturities. The Series
1970 A Bonds shall be dated November 1, 1970, shall be in the de-
nomination of $5,000 each, shall consist of 10,000 bonds numbered
in direct numerical order from 1 through 10,000, and shall mature
and become due and payable on November 1 in the years and in
the amounts as follows:
Years Amounts Years Amounts
1979 $ 500,000 1984 $ 1,500,000
1980 750,000 1985 1,750,000
1981 1,000,000 1986 2,000,000
1982 1,250,000 —
1983 1,250,000 1999 40,000,000
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SFmoN 3.3. Interest Rate, Agents.
A.The Series 1970 A Bonds shall bear interest from their date to
their stated maturities or earlier redemption at the following
rates:
all bonds scheduled to mature in 197".10% per annum;
all bonds scheduled to mature in 1980--6.30% per annum;
all bonds scheduled to mature in 1981-6.50% per annum;
all bonds scheduled to mature in 1982-6.70% per annum;
all bonds scheduled to mature in 1983--6.90% per annum;
all bonds scheduled to mature in 1984-7.001/c per annum;
all bonds scheduled to mature in 1985-7.101/o per annum;
all bonds scheduled to mature in 1986-7.25% per annum;
all bonds scheduled to mature in 1999-7.901/c per annum;
such interest to be evidenced by coupons payable on May 1, 1971,
and semi-annually thereafter on each November 1 and May 1.
B. Both the principal and interest of the Series 1970 A 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 office of The Fort Worth National Bank, Fort Worth,
Texas, or at the option of the Holder at the Mercantile National
Bank at Dallas, Dallas, Texas, or Chemical Bank, New York, New
York.
SEMON 3.4. Prior Redemption.
A. The Series 1970 A Bonds maturing November 1, 1979 to 1986,
both inclusive, are not subject to redemption prior to stated ma-
turities. The Series 1970 A Bonds maturing on November 1, 1999,
(1) shall be redeemed prior to stated maturity in part by lot on
November 1, 1987 and on each November 1 thereafter from moneys
required to be deposited to the credit of the Interest and Sinking
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Fund at the principal amount thereof and accrued interest to date
of redemption, without premium, and (2) may be redeemed prior
to stated maturity as a whole on May 1, 1980, and on the first day
of any month thereafter, or in part by lot on May 1, 1980, and on
any interest payment date thereafter, from other moneys at the
principal amount thereof and accrued interest to date of redemp-
tion, plus a premium for each bond redeemed as follows:
4% if redeemed on or prior to April 1, 1983;
3% if redeemed thereafter and on or prior to April 1, 1986;
2% if redeemed thereafter and on or prior to April 1, 1988;
1% if redeemed thereafter and on or prior to April 1, 1990;
and no premium if redeemed thereafter.
B. At least thirty (30) days before the date fixed for any such
redemption, the Board, acting on behalf of the Cities, shall cause
a written notice of such redemption to be published at least once
in a newspaper and a 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 pay-
ment of the principal amount of the bonds to be so redeemed, plus
any applicable premium thereon, 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 pro-
vided above, the 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 except for the purpose of re-
ceiving the funds so provided for such payment.
SEmON 3.5. Forms. The form of the Series 1970 A Bonds, includ-
ing the form of Registration Certificate of the Comptroller of
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Public Accounts of the State of Texas to be printed and endorsed
on each bond, and the form of the interest coupons to be attached
to the bonds, shall be respectively substantially as follows, to-wit:
(FORM OF THE SERIES 1970 A BONDS)
United States of America
State of Texas
Counties of Dallas and Tarrant
DALLAS-FORT WORTH REGIONAL AIRPORT
Joint Revenue Bond
Series 1970 A
No. $5,000
On the 1st day of November, the Cities of Dallas and Fort
Worth (herein collectively called the "Cities"), municipal cor-
porations 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 principal sum
of
FIVE THOUSAND DOLLARS
and to pay interest thereon from the date hereof to the maturity
or earlier redemption of this bond at the rate of ....% per annum,
payable May 1, 1971,and semi-annually thereafter on each Novem-
ber 1 and May 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
The Fort Worth National Bank, Fort Worth, Texas, or, at the
option of the holder at Mercantile National Bank at Dallas, Dallas,
Texas, or at Chemical Bank, New York, New York, without ex-
change or collection charges to the bearer thereof.
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The Series 1970 A Bonds maturing November 1, 1979 to 1986,
both inclusive, are not subject to redemption prior to stated ma-
turities. The Series 1970 A Bonds maturing on November 1, 1999,
(1) shall be redeemed prior to stated maturity in part by lot on
November 1, 1987,and on each November 1 thereafter from moneys
required to be deposited to the credit of the Interest and Sinking
Fund at the principal amount thereof and accrued interest to date
of redemption, without premium, and (2) may be redeemed
prior to stated maturity as a whole on May 1, 1980, and on the first
day of any month thereafter, or in part by lot on May 1, 1980,
and on any interest payment date thereafter, from other moneys
at the principal amount thereof and accrued interest to date of
redemption, plus a premium for each bond redeemed as follows:
40/c if redeemed on or prior to April 1, 1983;
3% if redeemed thereafter and on or prior to April 1, 1986;
27c if redeemed thereafter and on or prior to April 1, 1988;
1% if redeemed thereafter and on or prior to April 1, 1990;
and no premium if redeemed thereafter.
At least thirty (30) days before the date fixed for any such re-
demption, the Board, acting on behalf of the Cities, shall cause a
written notice of such redemption to be published at least once in
a newspaper and a 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 pay-
ment of the principal amount of the bonds to be so redeemed,
plus any applicable premium thereon, 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 pro-
vided above,the bonds, which are to be so redeemed, thereby auto-
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matically 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 except for the purpose of re-
ceiving the funds so provided for such payment.
The bonds of this series are issued under the laws of the State
of Texas and as permitted by an ordinance adopted concurrently
on November 11 and November 12, 1968, respectively, by the City
Councils of the Cities of Dallas and Fort Worth entitled "1968
Regional Airport Concurrent Bond Ordinance," (the 1968 Ordi-
nance) and, together with Dallas-Fort Worth Regional Airport
Joint Revenue Bonds, Series 1968, dated November 1, 1968 (the
Series 1968 Bonds) and Series 1970, dated April 1, 1970 (the Series
1970 Bonds) are equally and ratably secured by the revenues
herein described.
This bond is one of a duly authorized series of bonds dated No-
vember 1, 1970, of like tenor and effect, except as to number,
interest rate, maturity and right of redemption, numbered from 1
through 10,000 of the denomination of $5,000 each, aggregating
$50,000,000, issued by the Cities for the purpose of paying part of
the Costs of the Project, such term contemplating and relating to
the initial construction phases of the Regional Airport, pursuant to
the Second Supplemental Regional Airport Concurrent Bond Ordi-
nance adopted by the City Councils of said Cities, supplemental to
the 1968 Ordinance and the 1970 Ordinance. For the purpose of
providing for and securing the payment of the Series 1968 Bonds,
the Series 1970 Bonds and this issue of bonds, the Cities have joint-
ly pledged their respective interests in the "Pledged Revenues"
to be derived from the ownership and operation of the Dallas-Fort
Worth Regional Airport when the same is constructed and becomes
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operational, and in certain instances a part of the revenues derived
from other airports of the Cities. Such Pledged Revenues and
other revenues will be on deposit from time to time in various funds
created by the 1968 Ordinance. Pledged Revenues in the 1968 Ordi-
nance are defined to be the "Gross Revenues" of said Airport
when constructed less the amount required to pay the Senior Lien
Bonds mentioned next below. The lien on the revenues securing
this issue of bonds, the Series 1968 Bonds and the Series 1970
Bonds is subordinate to the lien securing various outstanding and
future issues of bonds of the Cities defined in said Ordinance as
"Senior Lien Bonds." Reference is made to the 1968 Ordinance
for the definition of Gross Revenues and for a description of the
revenues and funds charged with and pledged to the payment of
the interest on and principal of the Series 1968 Bonds, the Series
1970 Bonds and the series of bonds of which this bond is one, the
nature and extent of the security thereof, a statement of the rights,
duties and obligations of each of the Cities respectively, the rights
and remedies of bondholders in the event of default thereunder,
and the rights and priorities of the holders of said bonds, to all the
provisions of which the holder hereof by the acceptance of this
bond assents and agrees.
As provided in the 1968 Ordinance, the obligations.of the Cities
to pay money hereon out of Pledged Revenues are joint, and not
several, and except as otherwise provided therein no claim, de-
mand, 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 7/11th of the total
amount thereof, and in the case of Fort Worth 4/11th of the total
amount thereof, and, except as in the 1968 Ordinance otherwise
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provided, such sums shall be payable and collectible solely from
the funds in which Pledged Revenues shall from time to time be
on deposit.
The 1968 Ordinance, as supplemented, provides that, to the
extent therein stated, the Dallas-Fort Worth Regional Airport
Board, acting on behalf of the Cities, shall fix and shall from time
to time revise the rate of compensation for use of and for services
rendered by or at the Dallas-Fort Worth Regional Airport which
will be fully sufficient to produce Pledged Revenues adequate to
pay the operation and maintenance expenses thereof plus 1.25
times the amounts required to be deposited to the credit of the
Interest and Sinking Fund (established by the 1968 Ordinance)
for the payment of the principal of and interest on the parity
bonds from time to time outstanding thereunder as the same shall
become due and payable and to timely purchase or redeem such
bonds prior to maturity as required therein. It is further provided
in said Ordinance that to the extent Pledged Revenues are not ade-
quate for said purposes and for the additional purpose of properly
and adequately maintaining and operating said Airport, the Cities
pledge and obligate themselves to levy and collect the ad valorem
tax defined therein as the "Maintenance Tax," and to devote the
proceeds thereof to the purpose of operating and maintaining said
Airport in lieu of using revenues for said purpose, subject at all
times to the limits of said tax provided by law and in said Ordi-
nance. As further provided in said Ordinance, the obligations of
the Cities to levy and collect such tax are several, and not joint,
and no action, claim, suit or demand shall be made against one
City for the default of the other, each City's respective obligation
being limited to the collection of its proportionate amount re-
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quired from said tax for such purposes, all as specified in said
Ordinance.
Under the terms and conditions provided in the 1968 Ordinance,
and in the said supplements thereto, the Cities reserve the right to
issue additional Senior Lien Bonds for the purposes therein stated,
which said bonds shall be superior as to lien to the Series 1968
Bonds, the 1970 Bonds, and the bonds of this issue, and reserve the
further right to issue additional bonds secured by a lien on a parity
with the lien securing the Series 1968 Bonds, Series 1970 Bonds,
and this series of bonds under the conditions set forth in said Ordi-
nance and the supplements thereto.
The holder hereof shall never have the right to demand pay-
ment 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 re-
quired by the Constitution and laws of the State of Texas to be
done, to exist, and to be performed precedent to and in the is-
suance of this bond and the issue of which it is one have been done,
do exist and have been performed as so required.
IN WrrNEss WHEREOF, the City Council of the City of Dallas,
Texas, has caused the facsimile seal of that City to be placed
hereon and this bond to be signed by the facsimile signature of
its Mayor and countersigned by the facsimile signature of its City
Auditor; and the City of Fort Worth, Texas, has caused the
facsimile 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 signa-
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tures of the Mayor and City Auditor of the City of Dallas and
the Mayor and City Secretary of the City of Fort Worth.
Mayor, City of Dallas, Texas
COUNTERSIGNED:
City Auditor, City of Dallas, Texas
Mayor, City of Fort Worth, Texas
COUNTERSIGNED:
City Secretary, City of Fort Worth,
Texas
APPROVED As TO FORM:
City Attorney, City of Fort Worth,
Texas
(FORM OF COUPON
No. ................ $.. .........
.
ON THE ............. ...... DAY OF
....... ....................' 19....
unless due provision has been made for the redemption prior to
maturity of the below numbered bond to which this coupon apper-
tains, 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 The Fort Worth National Bank, Fort Worth, Texas, or
at the option of the holder at the Mercantile National Bank at
Dallas, Dallas, Texas, or at Chemical Bank, New York, New York,
without exchange or collection charges to the bearer hereof, the
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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 Joint
Revenue Bonds, Series 1970 A", dated November 1, 1970. 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.
Bond No. ............ ........ . . .
Mayor, City of Dallas, Texas
COUNTERSIGNED:
City Auditor, City of Dallas, Texas
Mayor, City of Fort Worth, Texas
COUNTERSIGNED:
City Secretary, City of Fort Worth,
Texas
(FORM OF COMPTitoir s 's CERTIFICATE
OFFICE OF COMPTROLLER
STATE OF TEXAS
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 regis-
tered as required by law.
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Witness my signature and seal this
Comptroller of Public Accounts of
the State of Texas
(SEAL)
ARTICLE IV
EXECUTION, APPROVAL, REGISTRATION, SALE
AND DELIVERY OF SERIES 1970 A BoNDs
SECTION 4.1. Method of Execution. Each of the Series 1970 A
Bonds shall be signed and executed on behalf of the City of Dallas
by the facsimile signature of its Mayor and countersigned by the
facsimile signature of its City Auditor, and the corporate seal of
that City shall be impressed or printed or lithographed on each
bond. Each of the Series 1970 A Bonds shall be signed and executed
on behalf of the City of Fort Worth by the facsimile signature of
its Mayor and countersigned by the facsimile signature of its City
Secretary; the same shall be approved as to form by the facsimile
signature of the City Attorney of the City, and its corporate seal
shall be impressed or printed or lithographed upon each bond.
The respective signatures of the Mayor and City Auditor of the
City of Dallas and of the Mayor and City Secretary of the City
of Fort Worth shall be lithographed or printed upon the coupons
attached to the Series 1970 A Bonds. All facsimile signatures placed
upon the bonds and their coupons shall have the same effect as if
manually placed thereon, all as provided in Article 717j, Texas
Revised Civil Statutes, as amended.
SECTION 4.2. Approval and Registration. The Board is hereby
authorized to have control and custody of the Series 1970 A Bonds
and all necessary records and proceedings pertaining thereto pend-
ing their delivery, and the Chairman and officers and employees of
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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 said 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 1970 A Bonds, the Comptroller of Public Accounts (or a
deputy designated in writing to act for him) shall be requested to
sign manually the Comptroller's Registration Certificate prescribed
herein to be printed and endorsed on each 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 said 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..
SEc, QN 4.3.
A. The Sale Of The Series 1970 A Bonds.The Series 1970 A Bonds
are hereby sold in accordance with law and shall be delivered to the
Underwriters (listed in Schedule I to the Contract of Purchase
dated November 2, 1970) for whom Merrill Lynch, Pierce, Fenner
& Smith Incorporated and F. S. Smithers & Co., Inc., are acting as
Managers,at the price of $48,550,000.00 plus accrued interest from
November 1, 1970, to date of delivery, and in accordance with the
terms and conditions set forth in said Contract of Purchase.
B. Contract of Purchase. The Contract of Purchase setting forth
the terms of the sale of the Series 1970 A Bonds to the purchasers
thereof referred to in A above is hereby accepted, approved and
authorized to be delivered in executed form to the said purchasers.
The Contract of Purchase shall be executed on behalf of the City
of Dallas by the City Manager with its corporate seal impressed
1
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thereon, attested by the City Secretary, countersigned by the City
Auditor and approved as to form by the City Attorney. The Con-
tract of Purchase shall be executed on behalf of the City of Fort
Worth by the City Manager with its corporate seal impressed
thereon, attested by the City Secretary, and approved as to form
and legality by the City Attorney.
ARTICLE V
DwosmoN OF BOND PROcEEDs
SECTION 5.1.
A. Interest During Construction. It is hereby found and de-
termined that the estimated period of construction of the Project,
that is to say the period prior to which the Airport is expected to
become revenue producing, is Three (3) years from November 1,
1970, and accordingly the amount equal to the interest to become
due on the Series 1970 A Bonds during said period is hereby ap-
propriated from the proceeds of the sale of the Series 1970 A Bonds
and ordered to be deposited to the credit of the Interest and
Sinking Fund to be used, applied and devoted to the purposes
specified in the 1968 Ordinance for moneys on deposit in said
Fund. If it shall become necessary to remove or withhold the
amount appropriated by this Subsection A from the custody of
the Treasurer in order to comply with the requirements of Sec-
tion 7.1, then, upon written order of the Director of Finance, that
part of the Interest and Sinking Fund containing said amount shall
be placed in trust with The Fort Worth National Bank, Fort
Worth, Texas, one of the Paying Agents for the Series 1970 A
Bonds. Such portion of the Interest and Sinking Fund thus held
by said Paying Agent for the benefit of the holders of the Bonds,
and pending its use to pay interest on the Series 1970 A Bonds,
shall be invested from time to time in investment securities as may
be directed by the Board; provided however that no such invest-
ment shall be made which will be inconsistent with the require-
19
ments of Section 7.1. To the extent that this Section is inconsistent
with the provisions of the Contract and Agreement, then the Con-
tract and Agreement is hereby amended to accommodate the re-
quirements of this Section.
B. Reserve Fund. In accordance with the requirements of the
1%8 Ordinance, there is hereby appropriated from the proceeds of
the We of the Series 1970 A Bonds and ordered to be deposited
into the Reserve Fund, an amount at least equal to the average
annual principal (or principal accumulation) and interest require-
ments on account of the Series 1970 A Bonds.
SECTION 5.2. Construction Fund. Except as otherwise provided
in Section 5.1., all proceeds derived from the We of the Series 1970
A Bonds shall be deposited promptly upon the receipt thereof
to the credit of the Construction Fund and the moneys within said
Fund shall be used solely for the purpose of defraying a part of
the Costs of the Project in accordance with the 1968 Ordinance.
ARTICLE VI
ADOPTION OF PROVISIONS OF 1%8 AND 1970
ORDINANCES, PLEDGE, INTEREST AND SINKING FUND
SECTION 6.1.Adoption.The Series 1970 A Bonds authorized here-
by are parity"Completion Bonds"as the term is defined and as per-
mitted to be issued in the 1968 Ordinance, and in addition to the
definitions set forth in Article II of the 1968 Ordinance hereto-
fore adopted, for purposes of this ordinance Section 2.2 of Article
II, and Articles V through XI, both inclusive, of the 1968 Ordi-
nance and Sections 7.2 and 7.3 of the. 1970 Ordinance are hereby
adopted by reference and shall be applicable to the Series 1970 A
Bonds for all purposes, except to the extent hereinafter specifically
modified or supplemented. Both the Outstanding Bonds and the
Series 1970 A Bonds shall be on a parity in all respects.
20
SEMON 6.2. Pledge. The principal of and the interest on the
Series 1970 A Bonds and the Outstanding Bonds are and shall be
secured by and payable from a first lien on and pledge of the
Pledged Revenues and the funds in which they shall from time
to time be on deposit. In addition to the Pledged Revenues the
Series 1970 A Bonds and the Outstanding Bonds are and shall
be further secured by and payable from the "Transitional
Pledge" as made and described in Section 6.3 of the 1968 Ordi-
nance. Such revenues are hereby irrevocably pledged to the pay-
ment of the Outstanding Bonds, the Series 1970 A Bonds, any
other Completion Bonds and Additional Parity Bonds hereafter
issued in accordance with the terms of the 1968 Ordinance until
all of the Outstanding Bonds, the Completion Bonds, including the
Series 1970 A Bonds, and any Additional Parity Bonds are retired.
SEMON 6.3. Interest and Sinking Fund. In addition to all other
amounts required by the 1968 Ordinance and the 1970 Ordinance
so long as any of the Series 1970 A Bonds remain outstanding and
unpaid the Board shall transfer on or before the 1st day of each
month, from the Operating Revenue and Expense Fund to the In-
terest and Sinking Fund, after taking into account unexpected
investment earnings on deposit in the Interest and Sinking Fund,
(1) beginning on October 1, 1973, an amount necessary to
provide 1/6th of the amount of interest to become due on
the Series 1970 A Bonds on the next succeeding interest pay-
ment date thereof, provided, however, that no transfers shall
be required on such dates to the extent money has been pro-
vided from future issues of Completion Bonds to pay the in-
terest then becoming due on the Series 1970 A Bonds;
(2) beginning on October 1, 1978, an amount necessary to
provide in twelve equal installments the amount of principal
of the Series 1970 A Bonds maturing on November 1 following
each of the twelve month periods ending September 30, 1979,
through September 30, 1986; and
21
(3) beginning on October 1, 1986, and on the 1st day of
each month thereafter through September 1, 1999, for each
twelve month period ending on September 30, 1/12 of the
amounts indicated as follows:
1987 $2,000,000
........................................................... . ...
1988 .... ............. ...... .... ....... . ... 2,000,000
1989 2,000,000
. . . ......... ...................... ...
1990 ........ ... _ .. ... 2,000,000
1991 .............. ............. ....... 3,000,000
1992 .............. ..... .... ........... ............... . ....... ... 3,000,000
1993 ......................................................... ......... 3,000,000
1994 ........ .......... . ... ..... ....... I.......I I........ ...... 3,000,000
1995 ... .......... ...... ............................ ........... .. 4,000,000
1996 . .. ..... ....._...... .. ....................... 4,000,000
1997 . . ....... . .... ............... . ......... .. .. 4,OO '000
1998 _ . . . .. ....... . . . 4,000,000
1999 ... ..... .. ..... ............ .............. ......... ... 4,000,000.
The sinking fund payments required by this sub-paragraph
(3) may be used to purchase Series 1970 A Bonds as permitted
in Section 7.4 of the 1968 Ordinance, and to the extent not so
used, shall be used to redeem the Series 1970 A Bonds on No-
vember 1, 1987, and on each November 1, thereafter at the
principal amount thereof and accrued interest to date of re-
demption without premium. If it shall be determined that the
annual transfers to the Interest and Sinking Fund required by
this sub-paragraph (3) will produce a surplus in the Interest
and Sinking Fund at maturity of the Series 1970 A Bonds, the
annual sinking fund payments required by this sub-paragraph
(3) on account of the Series 1970 A Bonds may be reduced in
approximately equal amounts.
SEMox 6.4. The Director of Finance shall make transfers of
funds on deposit in the Interest and Sinking Fund for payment of
the principal of and interest on the Series 1970 A Bonds to The
Fort Worth National Bank on behalf of the Paying Agents at
least (5) days prior to the due dates and redemption dates.
22
ARTICLE VII
MISCELLANEOUS COVENANTS AND PROVISIONS
SECTION 7.1. Use of Bond Proceeds. The Cities hereby covenant
that until such time as permitted by governmental rulings or regu-
lations under Section 103 of the Internal Revenue Code of 1954,
as amended, the proceeds from the sale of any series of Addi-
tional Parity Bonds, including the Series 1970 A Bonds, except
such of the proceeds of the issue (1) deposited in the Reserve
Fund and (2) deposited in the Construction Fund, will not
be used to acquire securities or obligations (other than obligations
described in Subsection (a) (1) of said Section 103) that will pro-
duce a yield higher than the yield of the respective series of Bonds.
SEmoN 7.2. Observance of Covenants. The Board, the officers,
employees and agents are hereby directed to observe, comply with
and carry out the terms and provisions of this Ordinance.
ARTICLE VIII
AMENDMENTS To ORDINANCE
This Ordinance may be amended by concurrent ordinances
adopted by the City Councils, in the same manner as provided in
the 1968 Ordinance for the amendment of the 1968 Ordinance.
ARTICLE IX
SEVERABmrry, REPEAL AND COUNTERPARTS
SwTioN 9.1. Ordinance Irrepealable. After any of the Series 1970
A Bonds shall be issued, this Ordinance shall constitute a con-
tract 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 provision for
the payment thereof shall be made by depositing money in trust
with the Paying Agents or another National Banking Association
equal in amount to the aggregate principal amount of Bonds out,
23
standing plus interest and any applicable premium to their earliest
redemption date, or, if none, to their maturity.
SECTION 9.2. Seuerability. If any Section, paragraph, clause or
provision of this Ordinance shall for any reason be held to be in-
valid or unenforceable, the invalidity or unenforceability of such
Section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Ordinance. If any Section, paragraph,
clause or provision of the Contract and Agreement shall for any
reason be held to be invalid or unenforceable, the invalidity or un-
enforceability of such Section, paragraph, clause or provision shall
not affect any of the remaining provisions of the Contract and
Agreement, or of any other provisions of this Ordinance not de-
pendent directly for effectiveness upon the provision of the Con-
tract and Agreement thus declared to be invalid and unenforceable.
SECTION 9.3. Repealer. All orders, resolutions and ordinances, or
,parts thereof, inconsistent herewith are hereby repealed to the
extent of any such inconsistency.
SECTION 9.4. Counterparts. This ordinance may be executed in
counterparts, and when duly passed by both Cities, and separate
counterparts are duly executed by each City, the ordinance shall
be in full force and effect. I
PASSED AND CORRECTLY ENROLLED November 2, 1970.
(SEAL) Mayor, City of Dallas, Texas
ATTEST:
City Secretary, City of Dallas,
Texas
24
APPROVED As TO FORM:
City Attorney, City of Dallas,
Texas
Passed November 2, 1970.
Mayor, City of Fort.Worth, Texas
(SEAL)
ATTEST:
City Secretary, City of Fort Worth,
Texas
APPROVED AS To FORM AND LEGALITY:
City Attorney, City of Fort Worth,
Texas
25
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
an excerpt from the minutes of the City Council of the City of
Dallas, had in Regular Meeting, November 2, 1970, authorizing the
issuance of Dallas-Fort Worth Regional Airport Joint Revenue
Bonds,Series 1970 A,in the aggregate principal amount of $50,000,-
000, which ordinance is duly of record in the minutes of said City
Council.
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 Vernon's Ann. Civ. St. Article 6252-17, as amended.
WnwEss MY HAND and seal of the City of Dallas, Texas, this
2nd day of November, 1970.
------------------------------------------
City Secretary,
City of Dallas, Texas
(SEAL)
26
THE STATE OF TEXAS 1
COUNTY OF TARRANT
I, Roy A. Bateman, 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. 6021, duly presented and passed by the City Coun-
cil of the.City of Fort Worth, Texas, at a regular meeting held on
the 2nd day of November, 1970, as same appears 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 of said meeting was given, all as
required by Vernon's Ann. Civ. St. Article 6252-17, as amended.
WnwEss MY HAND and the Official Seal of the City of Fort
Worth, Texas, this the 2nd day of November, 1970.
------------------------------------------
City Secretary,
City of Fort Worth, Texas
(SEAL)
's
THE STATE OF TEXAS
COUNTY OF TARRANT
CITY OF FORT WORTH
On the 2nd day of November , 1970, the City Council of
the City of Fort Worth, Texas , convened in regular meeting
with the following members present, to-wit:
R. M. Stovall, Mayor ,
Jess M. Johnston, Jr. ,
Taylor Gandy, ,
Ira Kersnick,
Ted C. Peters ,
Councilmen,
Edward W. Guinn, M.D. ,
Fred C. Rehfeldt ,
William R. Sarsgard,
W. S . Kemble, Jr. ,
H. D. McMahan, City Manager,
S . G. Johndroe, Jr. , City Attorney,
Roy A. Bateman, City Secretary
with the following members absent :
with more than a quorum present, at which
time the following, among other things was transacted, to-wit :
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I
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I
Councilman introduced an ordinance
and moved that it be passed. The motion was seconded by
I
Councilman The ordinance was read by the City
Secretary. The motion, carrying with it the passage of
the ordinance , prevailed by the following vote :
AYES : Mayor R. M. Stovall and Councilmen Johnston,
V.. L Reef - �= j
Gandy, Pe-�e�-s , Guinn, ��,
Sarsgard, and Kemble.
' NOES : None .
ABSENT:
The ordinance as passed, s as follows :
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THE STATE OF TEXAS I
COUNTY OF DALLAS
i
CITY OF DALLAS ,
The City Council convened in Regular Meeting on
November 2 , 1970, with the following present :
COUNCIL MEMBERS :
ALLEN, FAIN, HOLLAND, JONSSON, KADANE, MARTINEZ,
McKINNEY, MEYER, PRICE, WEBER, WISE I
WITH THE FOLLOWING ABSENT:
i
At which time the following among other business was transacted:
It was moved by Councilman and seconded
by Councilman that the ordinance having the
following caption pass :
ORDINANCE NO. 13101
An ordinance passed concurrently by the City
Councils , respectively, of the cities of Dallas
and Fort Worth, authorizing the issuance of
Dallas-Fort Worth Regional Airport Joint Revenue
Bonds , Series 1970-A in the aggregate principal
amount of $50,000,000, bearing interest at the rates
specified, for the purpose of paying in part the
cost of constructing, equipping and otherwise
improving the jointly owned Dallas-Fort Worth
Regional Airport of the Cities ; providing for the i
form of said bonds and the coupons appertaining
thereto; awarding the sale of such bonds to the
purchasers thereof in accordance with the Contract
of Purchase and authorizing the execution of such
Contract; authorizing the Dallas-Fort Worth Regional
Airport Board to deliver said bonds as herein direct-
ed; providing that such bonds are on a parity with
the Dallas-Fort Worth Regional Airport Board to
deliver said bonds as herein directed; providing
;r that such bonds are on a parity with the Dallas-
Fort Worth Regional Airport Joint Revenue Bonds,
'i
Series 1968 and Series 1970, heretofore issued
and sold; adopting pertinent provisions of and
supplementing the 1968 Concurrent Bond Ordinance
which authorized the issuance of said series
1968 bonds and the First Supplemental Regional
Airport Concurrent Bond Ordinance which authorized
the issuance of said series 1970 bonds ; providing
for the deposit of the proceeds of such bonds into
certain funds of the Joint Airport Fund under and
subject to the control of said Board; and directing
that due observance of the covenants herein contain-
ed be made by the Board; providing a method of
amending this ordinance; providing for severability;
ordaining other matters incident and relating to the
subject and purpose hereof; and declaring an
emergency.
ROLL CALL ON MOTION:
Aye - Allen, Fain, Holland, Jonsson, Kadane,
Martinez , McKinney, Meyer, Price, Weber,
Wise - 11
Nay - - 0
Absent - -
Carried - ordinance passed.
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G�w�
$50,000,000 744.��Za4m
DALLAS-FORT WORTH REGIONAL AIRPORT •�••
Joint Revenue Bonds, Series 1970 A
CONTRACT OF PURCHASE
November 2, 1970
DALLAS-FORT WORTH REGIONAL AIRPORT BOARD
Arlington, Texas
CITY OF DALLAS
Dallas, Texas
CITY OF FORT WORTH
Fort Worth, Texas
Gentlemen:
We, as Managers, acting for and on behalf of ourselves and the dealers named in the list attached
hereto marked "Schedule I", as said list of dealers may from time to time be changed by us at or prior to
the Closing hereinafter mentioned (we and said dealers being herein collectively called the "Under-
writers"), hereby offer to enter into this Contract of Purchase with you (herein called the `Board" and the
"Cities") for the purchase by the Underwriters and sale by the Cities of the Joint Revenue Bonds of the
Cities specified below. This offer is made subject to acceptance by you prior to 2:30 o'clock, P.M.,
Central Standard Time, on the date hereof, and upon such acceptance this Contract of Purchase shall
be in full force and effect in accordance with its terms and shall be binding upon you and the Under-
writers. We shall not be obligated to advise you of any changes that from time to time may be made in
the dealers listed in Schedule I.
1. Upon the terms and conditions and upon the basis of the representations herein set forth, the
Underwriters, jointly and severally, hereby agree to purchase from the Cities and the Cities hereby
agree to sell to the Underwriters all (but not less than all) of the $50,000,000 aggregate principal amount
of Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1970 A (herein called the "Bonds"),
to be dated November 1, 1970, and consisting of $10,000,000 Serial Bonds due November 1, 1979, to
November 1, 1986, inclusive, and $40,000,000 Term Bonds due November 1, 1999 (the Bonds being
more fully described in the Official Statement hereinafter mentioned), at an aggregate purchase price
of $48,550,000 plus interest accrued thereon from November 1, 1970, to the date of Closing referred
to in Section 7 hereof. The Bonds shall be as described in, and shall be issued and secured under and
pursuant to, a concurrent ordinance (being a second supplemental ordinance to the 1968 Regional Air-
port Concurrent Bond Ordinance, which, as supplemented, is herein called the "Bond Ordinance")
adopted prior to the execution hereof by the City Councils of the Cities, with only such changes therein
as shall be mutually agreed upon between us. The Underwriters agree to make a public offering of the
Bonds at the initial offering prices set forth in the Official Statement.
2. The Underwriters have heretofore designated the Managers as their representatives and the
Managers hereby represent that Merrill Lynch, Pierce, Fenner & Smith Incorporated has been duly
authorized to execute this Contract of Purchase for and on behalf of the Underwriters.
3. We herewith deliver to the Board a certified or official bank check payable to its order, in the
amount of $500,000, in Dallas Clearing House funds, as security for the performance by the Under-
writers of their obligation to accept and pay for the Bonds at the Closing in accordance with the
provisions of this Contract of Purchase. Said check shall be held uncashed as such security and con-
currently with the delivery of and payment for the Bonds at the Closing shall be returned to us. In the
event you do not accept this offer, or upon the failure to deliver the Bonds at the Closing, or if you
shall be unable to satisfy the conditions to the obligations of the Underwriters contained in this Con-
tract of Purchase, or if such obligations shall be terminated for any reason permitted by this Contract
of Purchase, such check shall be immediately returned to us. In the event that the Underwriters fail
(other than for a reason permitted under this Contract of Purchase) to accept and pay for the Bonds
at the Closing, such check shall be cashed by the Board and the amount thereof retained by the Board
as and for full liquidated damages for such failure and for any and all defaults hereunder on the part
of the Underwriters, and the cashing of such check shall constitute a full release and discharge of all
claims and rights hereunder of you against the Underwriters.
4. The Board shall deliver or cause to be delivered to us, promptly after your acceptance hereof, three �.
copies of the Official Statement of the Board substantially in the form dated October 28, 1970, with only
such changes therein as shall have been accepted by us (such Official Statement with such changes, if
any, and inciuding the cover page and all appendices, exhibits, maps, letters and statements included
therein or attached thereto being herein called the "Official Statement"), signed on behalf of the Board
by its Chairman and its Executive Director. The Board authorizes the use of copies of the Official State-
ment in connection with the public offering and sale of the Bonds. The Cities authorize the use of the
references in the Official Statement to the Bond Ordinance and the Contract Between the Cities (herein
called the "Contract Between the Cities") described in the Official Statement, and the use of copies of
such documents in connection with the public offering and sale of the Bonds.
5. The Board represents to and agrees with the Underwriters that: (a) both at the time of acceptance
hereof and at the date of Closing the statements and information contained in the Official Statement
are and will be true, correct and complete in all material respects and the Official Statement does not
and will not omit any statement or information which is necessary to make the statements and informa-
tion therein, in the light of the circumstances under which they were made, not misleading in any
material respect; (b) the Board is and will be at the date of Closing duly organized and existing as a
joint board in the State of Texas with the powers and authority, among others, set forth in Article
46d, Texas Revised Civil Statutes, as amended, in the Contract Between the Cities and in the Bond
Ordinance; (c) the Letters of Agreement referred to in the Official Statement (herein called the "Letters
of Agreement') are and will be at the date of Closing in full force and effect and at the date of Closing
will not have been amended, modified or supplemented except as described in the Official Statement and
except as may have been agreed to in writing by us; and (d) the execution and delivery of this Contract
of Purchase and the Letters of Agreement, and compliance with the provisions thereof, under the circum-
stances contemplated hereby, will not in any material respect conflict with or constitute on the part of
the Board a breach of or default under any agreement or other instrument to which the Board is a party
or any existing law, administrative regulation, court order or consent decree to which the Board is subject.
6. The Cities,each as to itself only, represent to and agree with the Underwriters that: (a) the Cities
are and will be at the date of Closing duly organized and existing as cities in the State of Texas with the
powers and authority, among others, set forth in Articles 717k-2, 46d, 1269j-5, 1269j-5.1 (as to Dallas)
and 1269j-5.2, Texas Revised Civil Statutes, as amended (herein collectively called the "Act'); (b) the
Board is and will be at the date of Closing duly organized and existing as a joint board in the State of
Texas with the powers and authority, among others, set forth in Article 46d, Texas Revised Civil Statutes,
as amended, in the Contract Between the Cities and in the Bond Ordinance; (c) when delivered to and
paid for by the Underwriters at the Closing in accordance with the provisions of this Contract of
Purchase, the Bonds will have been duly authorized, executed, issued and delivered and will constitute
valid and binding special obligations of the Cities, of the character referred to in the Act, in conformity
with, and entitled to the benefit and security of, the Act and the Bond Ordinance; and (d) the adoption of
the Bond Ordinance and the execution and delivery of this Contract of Purchase, the Bonds and the
Contract Between the Cities, and compliance with the provisions thereof, under the circumstances con-
templated hereby, will not in any material respect conflict with or constitute on the part of either of
the Cities a breach of or default under any agreement or other instrument to which either of the Cities
is a party or any existing law, administrative regulation, court order or consent decree to which either
of the Cities is subject.
2
7. At 10:00 o'clock, A.M., New York City Time, on November 24, 1970, or at such other time or on
such earlier or later date as we mutually agree upon (herein called the `'Closing"), the Cities will deliver
or cause to be delivered to us, at the office of such banking institution in New York, N. Y., as we shall
designate at least 24 hours prior to the Closing, or at such other place as we may mutually agree upon, the
Bonds in definitive form (all of the Bonds and coupons appertaining thereto to be lithographed), duly
executed by the Cities and registered by the Comptroller of Public Accounts of Texas, together with
the other documents hereinafter mentioned; and the Underwriters will accept such delivery and pay the
purchase price thereof by certified or official bank check or checks payable in federal funds to the order
of the Treasurer of the Board. The Bonds will be made available for checking and packaging at least one
business day prior to the Closing in New York, N. Y., at the office of the Signature Company.
8. The Underwriters have entered into this Contract of Purchase in reliance upon your representa-
tions and agreements herein and the performance by you of your obligations hereunder, both as of the date
hereof and as of the date of Closing. The Underwriters' obligations under this Contract of Purchase are
and shall be subject to the following further conditions:
(a) at the time of Closing, the Official Statement, the Bond Ordinance and the Contract Be-
tween the Cities shall be in full force and effect and shall not have been amended, modified or
supplemented except as may have been agreed to in writing by us, and you shall have duly adopted
and there shall be in full force and effect such resolutions and ordinances as, in the opinion of
McCall, Parkhurst & Horton, Dallas, Texas (herein called "Bond Counsel"), shall be necessary in
connection with the transactions contemplated hereby;
(b) the Underwriters shall have the right to cancel their obligations to purchase the Bonds
if (i) between the date hereof and the Closing, legislation shall have been enacted by the Congress
of the United States, or a decision shall have been rendered by a court of the United States or the
Tax Court of the United States, or a ruling shall have been made or a regulation shall have been
proposed or made by the Treasury Department of the United States or the Internal Revenue
Service, with respect to Federal taxation upon revenues or other income of the general character
to be derived by you or upon interest received on obligations of the general character of the Bonds,
which, in our reasonable judgment, materially adversely affects the market for the Bonds, or (ii)
any event shall have occurred or shall exist which, in our opinion, either makes untrue or incorrect
in any material respect as of such time any statement or information contained in the Official
Statement or is not reflected in the Official Statement but should be reflected therein as of such
time for the purpose for which the Official Statement is to be used or in order to make the state-
ments and information contained therein not misleading in any material respect as of such time,
or (iii) there shall have occurred any new outbreak of hostilities or other national or international
calamity or crisis, the effect of such outbreak, calamity or crisis on the financial markets of the
United States being such as, in your and our judgment, would make it impracticable for the
Underwriters to sell the Bonds, or (iv) there shall be in force a general suspenson of trading on
the New York Stock Exchange or minimum or maximum prices for trading shall have been fixed
and be in force, or maximum ranges for prices for securities shall have been required and be in
force on the New York Stock Exchange, whether by virtue of a determination by that Exchange
or by order of the Securities and Exchange Commission, or any other governmental authority
having jurisdiction, or (v) a general banking moratorium shall have been declared by either
Federal or New York authorities having jurisdiction and be in force; and
(c) at or prior to the Closing, we shall receive the following documents:
(1) (a) the unqualified approving opinion of the Attorney General of Texas; (b) the
unqualified approving opinion, dated the date of Closing, in form and substance satisfactory to
the Managers, of McCall, Parkhurst & Horton, in the form attached hereto as Exhibit A, ac-
companied by a supplementary opinion to the effect that (i) the Contract Between the Cities
is in full force and effect; (ii) this Contract of Purchase has been duly authorized, executed and
delivered by the Cities and the Board and constitutes a binding and enforceable agreement of
3
the Cities and the Board in accordance with its terms; (iii) the information in the Official
Statement as to the Bond Ordinance, the Bonds, the Contract Between the Cities and the
Letters of Agreement is correct and does not omit any statement which, in their opinion,
should be included or referred to therein; the Bonds, the Bond Ordinance, the Contract Be-
tween the Cities and the Letters of Agreement conform as to form and tenor with the terms
and provisions thereof as summarized and set out in the Official Statement; and nothing has
come to their attention which would lead them to believe that the Official Statement contains
an untrue statement of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading; and (iv) the Bonds are exempt from registration pur-
suant to the Securities Act of 1933, as amended, and the Bond Ordinance is exempt from
qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; and
(c) the opinion of E. Ray Hutchison,Esq., Special Bond Counsel for Special Facility Financing,
Tax and Securities Affairs, as to such matters as counsel for the Underwriters shall reasonably
request; in each case with such changes in each such opinion as counsel for the Underwriters
shall approve;
(2) the opinion of Brown, Wood, Fuller, Caldwell & Ivey, counsel for the Underwriters,
dated the date of Closing, to the effect that (a) this Contract of Purchase has been duly
authorized, executed and delivered by the Underwriters and constitutes a binding and enforce-
able agreement of the Underwriters in accordance with its terms; (b) the Bonds are exempt from
registration pursuant to the Securities Act of 1933, as amended, and the Bond Ordinance is
exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as
amended; and (c) nothing has come to their attention which would lead them to believe that
the Official Statement contains an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; such counsel may rely as to
matters of Texas law upon the opinions of Bond Counsel and Special Bond Counsel for Special
Facility Financing,Tax and Securities Affairs;
(3) a certificate, dated the date of Closing, signed by the Executive Director of the Board,
or other appropriate official satisfactory to us, and in form and substance satisfactory to us,
to the effect that (a) the representations and agreements of the Board herein are true and
correct in all material respects as of the date of Closing; and (b) to his knowledge, no litigation
is pending or threatened (i) to restrain or enjoin the issuance or delivery of any of the Bonds
or the collection of revenues pledged under the Bond Ordinance, (ii) in any way contesting
or affecting any authority for the issuance of the Bonds or the validity of the Bonds, the Bond
Ordinance, the Contract Between the Cities, the Letters of Agreement or this Contract of
Purchase, or (iii) in any way contesting the corporate existence or powers of the Cities or
the validity or powers of the Board;
(4) a certificate or certificates of the Cities, each as to itself only,dated the date of Closing,
signed by the City Attorneys of the Cities or other appropriate officials satisfactory to us, and
in form and substance satisfactory to us, to the effect that (a) the representations and agree-
ments of the Cities herein are true and correct in all material respects as of the date of Closing;
and (b) to the knowledge of either of them, no litigation is pending or threatened (i) to restrain
or enjoin the issuance or delivery of any of the Bonds or the collection of revenues pledged
under the Bond Ordinance, (ii) in any way contesting or affecting any authority for the
issuance of the Bonds or the validity of the Bonds, the Bond Ordinance, the Contract Between
the Cities or this Contract of Purchase, or (iii) in any way contesting the corporate existence
or powers of the Cities or the validity or powers of the Board;
(5) three certified copies of the Second Supplemental Regional Airport Concurrent Bond
Ordinance duly adopted by the Cities; and
(6) such additional legal opinions, certificates, proceedings, instruments and other docu-
ments as we, Bond Counsel or Special Bond Counsel for Special Facility Financing, Tax and
4
Securities Affairs may reasonably request to evidence compliance by you with legal require-
ments, the truth and accuracy, as of the time of Closing, of your representations herein contained
and the due performance or satisfaction by you at or prior to such time of all agreements then
to be performed and all conditions then to be satisfied by you.
If you shall be unable to satisfy the conditions to the Underwriters' obligations contained in this
Contract of Purchase or if the Underwriters' obligations shall be terminated for any reason permitted
by this Contract of Purchase, this Contract of Purchase shall terminate and neither you nor the Under-
writers shall have any further obligation hereunder, except that the check referred to in Section 3 hereof
shall be returned to us.
9. All expenses and costs of the Cities and the Board incident to the performance of your obligations
in connection with the authorization, issuance and sale of the Bonds to the Underwriters, including the
costs of printing of the Bonds, the Bond Ordinance, the Contract Between the Cities, the Official State-
ment and this Contract of Purchase, in reasonable quantities, and fees of engineers, consultants and rating
agencies, shall be paid from the proceeds of the Bonds. The fees and expenses of Bond Counsel and
Special Bond Counsel for Special Facility Financing, Tax and Securities Affairs, and that portion of the
fee and expenses of counsel for the Underwriters which is attributable to legal investment services, shall
be paid from the proceeds of the Bonds. Except as indicated above, all other out-of-pocket expenses of
the Underwriters, including traveling and other expenses and the fees and expenses of their counsel,
shall be paid by the Underwriters.
10. Any notice or other communication to be given to you under this Contract of Purchase may
be given by delivering the same in writing at your addresses set forth above and any such notice or
other communication to be given to the Underwriters or the Managers may be given by delivering the
same in writing to Merrill Lynch, Pierce, Fenner & Smith Incorporated, 70 Pine Street, New York,
N. Y. 10005, to the attention of Mr. Walter W. Niebling, Vice President.
11. This Contract of Purchase is made solely for the benefit of you and the Underwriters (in-
cluding the successors or assigns of any of the Underwriters) and no other person, partnership, asso-
ciation or corporation shall acquire or have any right hereunder or by virtue hereof. All representations
and agreements by you in this Contract of Purchase shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of any of the Underwriters and shall survive the
delivery of and payment for the Bonds.
12. The approval of the Managers when required hereunder or the determination of their satisfac-
tion as to any document referred to herein shall be in writing signed by Merrill Lynch. Pierce, Fenner &
Smith Incorporated and delivered to you.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
F. S. SMITHERS & CO., INC.
Managers
By: MERRILL LYNCHiPIERCE, FENNER & SMITH INCORPORATED
B . . . . . . ... ` .
Vice President
On behalf of the Underwriters, including themselves..
5
Accepted by the Board and the Cities
DALLAS-FORT WORTH REGIONAL AIRPORT BOARD
By. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Chairman
ATTEST:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Secretary
[SEAL]
CITY OF DALLAS
By . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .
ATTEST: City Manager
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
City Secretary
[SEAL]
COUNTERSIGNED:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
City Auditor
APPROVED AS TO FORM:
City Attorney
CITY OF FORT WORTH
By . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ATTEST: City Manager
. . . . . . . . . . . . . . . . . . . . . . I . . . . . . . . . . . . . . . . . . .
City Secretary
[SEAL]
APPROVED AS TO FORM AND LEGALITY:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
City Attorney
6
SCHEDULE I
to the
Contract of Purchase
LIST OF UNDERWRITERS
Merrill Lynch,Pierce, Fenner&Smith Incorporated The First Boston Corporation
F. S. Smithers & Co., Inc. First Federated Securities Corp.
Allen & Company First of Michigan Corporation
Almon & Co. First of Texas Incorporated
Altgelt & Co., Inc. Funk, Hobbs & Hart Inc.
American Securities Corporation Robert Garrett&Sons Incorporated
Anderson & Strudwick Geo. B. Gibbons & Company, Incorporated
Bache & Co., Incorporated Goldman, Sachs & Co.
Bacon, Whipple & Co. W. D. Gradison & Co.
Baker, Watts & Co. Halsey, Stuart & Co. Inc.
Ball, Burge & Kraus Hattier & Sanford
Banco Credito J.J. B. Hilliard,NV. L.Lyons&Co.
Barr Brothers & Co. Hornblower&Weeks-Hemphill, Noyes
Bear, Stearns & Co. William R. Hough & Co.
A. G. Becker&Co. Incorporated Hutchinson, Shockey, Erley&Co.
Carlton D. Beh Co. E. F. Hutton &Company Inc.
Blunt Ellis & Simmons W. E. Hutton & Co.
Blyth & Co., Inc. Kidder, Peabody&Co. Incorporated
Boettcher and Company Kohlmeyer & Co.
J. C. Bradford & Co. Kuhn, Loeb & Co.
Alex. Brown & Sons Ladenburg, Thalmann & Co.
Butcher & Sherrerd Lazard Freres & Co.
CBWL-Hayden, Stone, Inc. Lehman Brothers
Clark, Dodge&Co. Incorporated Loeb, Rhoades & Co.
Dain, Kalman&Quail, Incorporated Loewi & Co., Inc.
Dick & Merle-Smith Mackall & Coe, Incorporated
Dillon, Read & Co. Inc. Matthews & Wright, Inc.
Dittmar & Company, Inc. McClung& Knickerbocker Inc.
Dominick&Dominick, Incorporated McDonald & Company
A. Webster Dougherty&Co., Incorporated McKinney, Rose&Company, Inc.
Douglas&Co. Municipals, Inc. Moroney, Bcissner & Co., Inc.
Drexel Harriman Ripley, Incorporated W. H. Morton&Co., Division of American
duPont Glorc Forgan Municipals Incorporated Express Company
Eastman Dillon,Union Securities&Co. �%Iullaney, Wells & Company
A. G. Edwards & Sons, Inc. John Nuveen & Co. (Inc.)
Eldredge & Co., Inc. The Ohio Company
Eppler, Guerin& Turner, Inc. Leo Oppenheim & Co. Inc.
Ergood & Co. Paine, Webber, Jackson & Curtis
Fahnestock & Co. Phelps, Fenn & Co.
List o f Underwriters—continued
D. A. Pincus & Co. Sterling, Grace Municipal Securities Corporation
Wm. E. Pollock & Co., Inc. Stern Brothers & Co.
Prescott, Merrill, Turben& Co. Stern, Lauer & Co.
R.W. Pressprich&Co. Incorporated Stone&Webster Securities Corporation
Rand & Co., Inc. Stone & Youngberg
Rand, McKay & Lyon, Inc. Thomas & Company, Inc.
Rauscher Pierce Securities Corporation Austin Tobin&Co., Incorporated
Reynolds & Co. Spencer Trask&Co. Incorporated
The Robinson-Humphrey Company, Inc. Tripp & Co., Inc.
Roosevelt & Cross, Inc. Underwood,Neuhaus&Co., Incorporated
Rotan, Mosle-Dallas Union, Inc. G. H. Walker & Co.
L. F. Rothschild & Co. Walston & Co., Inc.
Rowles, Winston & Co. Weeden & Co.
Russ & Co., Inc. Wertheim & Co.
John J. Ryan & Co. Wheat & Co., Inc.
Salomon Brothers R. D. White & Co.
Seasongood & Mayer White, Weld & Co.
Shearson, Hammill&Co. Incorporated Dean Witter&Co. Incorporated
Shields & Company Wood, Struthers & Winthrop
Herbert J. Sims & Co., Inc. Wood, Walker & Co.
Smith, Barney&Co. Incorporated Zahner and Company
Stephens, Inc.
8
EXHIBIT A
to the
Contract of Purchase
[LETTERHEAD OF MCCALL, PARKHURST 8t HORTON]
November 24, 1970
DALLAS-FORT WORTH REGIONAL AIRPORT
Joint Revenue Bonds, Series 1970 A
$50,000,000
(Description of Bonds to be Supplied)
WE HAVE EXAMINED the Constitution and Statutes of the State of Texas, the Charters of the Cities
of Dallas and Fort Worth, certified copies of the proceedings of the City Councils of said Cities, and other
proofs authorizing and relating to the issuance of said bonds, including executed bond number one (1).
IN OUR OPINION said bonds have been authorized and issued in accordance with law and constitute
valid and legally binding special obligations of the Cities of Dallas and Fort Worth, and together with
Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1968, dated November 1, 1968, and
Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1970, dated April 1, 1970, are
ratably secured by a joint pledge by the Cities of (a) their respective interests in the "Pledged Revenues"
to be derived from the ownership and operation of the Dallas-Port Worth Regional Airport when the
same is constructed and becomes operational, and (b) in certain circumstances, a part of the revenues
derived from other airports of the Cities. "Pledged Revenues," as defined in the Ordinance authorizing
said Series 1968 Bonds adopted concurrently by the City Councils of said Cities and known by the
short title "1968 Regional Airport Concurrent Bond Ordinance," are the Gross Revenues of said
Regional Airport less any amounts required to pay certain outstanding airport revenue bonds of the Cities
therein defined as "Senior Lien Bonds." As provided in said Ordinance, the obligations of the Cities of
Dallas and Fort Worth to pay money on said bonds out of Pledged Revenues are joint, and not several,
and except as otherwise provided therein 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, except as in said Ordinance otherwise provided, such sums shall be
payable and collectible solely from the funds in which Pledged Revenues shall from time to time be on
deposit. Certain other obligations of the Cities under said Ordinance with respect to said bonds and
said Airport are several and not joint, the default of which by one City shall not constitute a default by
the other. Reference is here made to the 1968 Regional Airport Concurrent Bond Ordinance for a full
and complete description of the revenues of said Airport pledged to the payment of said bonds together
with a statement of the rights of the holders of said bonds, and the rights, duties and obligations of the
Cities and the Dallas-Fort Worth Regional Airport Board with respect thereto.
Under the terms and conditions provided in the Ordinances authorizing the said Series 1968 Bonds,
the said Series 1970 Bonds and the bonds of this issue, the Cities of Dallas and Fort Worth reserve the
right to issue additional Senior Lien Bonds for the purposes therein stated, which said bonds shall be
senior as to lien to the Series 1968 Bonds, the Series 1970 Bonds and the bonds of this issue. The Cities
reserve the further right to issue additional bonds secured by a lien on a parity with the lien securing
this issue of bonds under the conditions set forth in said Ordinances, expressly including the right to issue
such bonds for the purpose of obtaining the funds necessary to complete the construction of said Airport.
The holders of said bonds do not have the right to require the payment thereof out of any funds
raised or to be raised by taxation.
IN OUR OPINION the interest on said bonds is exempt from Federal Income Taxes under existing
statutes, regulations, rulings, and court decisions (except possibly as provided by Section 103(c) of the
Internal Revenue Code of 1954, as amended, with respect to any Series 1970 A Bond for any period dur-
ing which such Bond is held by a person who is a substantial user of the facilities financed from the pro-
ceeds of the Series 1970 A Bonds, or by a related person as defined in said Section 103(c)).
Respectf ully,
ORDINANCE ORDINANC l
No.
Aam. _� •
• f7"
Fjnal od Fina1 AdoWa ..
Filed,, nay of ' 19 Filed. Day of
y T City somvtwy