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HomeMy WebLinkAboutResolution 873 RESOLUTTIO FILE NO. (" RESOLUTION A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS, AUTHORIZING AND APPROVING THE CREATION OF AN INDUS- TRIAL DEVELOPMENT CORPORATION FOR LIMITED PURPOSES PURSUANT TO THE DEVEL- OPMENT CORPORATION ACT OF 1979, AS AMENDED; APPROVING THE ARTICLES OF IN- CORPORATION THEREFOR AND APPOINTING THE INITIAL DIRECTORS THEREOF; COI;TAINING OTHER PROVISIONS AND MAKING CERTAIN FINDINGS RELATING TO THE SUBJECT WHEREAS, the airport system of the City of Fort forth (the "City") presently consists of Meacham Field ("Meacham Field''), owned entirely by the City, and the Dallas Fort Worth Regional Airport ("DFW") owned jointly by the City and the City of Dallas and said system may be hereafter expanded; and WHEREAS, Meacham Field is operated directly by the City, and DFW is operated on behalf of the City and the City of Dallas by their duly established instrumentality and operating Airport Board (the "DFW Board"), the members of which are appointed by said Cities; and ems; WHEREAS, as the instrumentality of said Cities, it is the contractual responsibility of the DFW Board to plan for and propose projects in need of financing at DFIV and to submit the same for financing by the City and the City of Dallas through the issuance of revenue bonds under applicable law and contractual arrangements; and WHEREAS, the DFW Board and the Cities have planned for the issuance of "Special Facility Bonds" at DFW for the purpose of expanding and improving the Flight Training Facilites which are leased to American Airlines, Inc. ("American") at DFW and located within the corporate limits of the City by fabricating, designing, acquiring and installing technologically advanced flight simulator equipment therein in order to accomodate the pilot training needs of new and existing aircraft models used in the ration's air transportation system; and WHEREAS, in reliance upon resolutions of the DFIV Board committing to the issuance of such bonds, American has undertaken to make such improvements and is now requesting that such bonds be issued; and WHEREAS, the DFW Board and the City have determined that, due to r changed market conditions, traditional special facility financing at DFW is not reasonably available without the imposition of mortgage liens and security interests upon the facilities to be acquired with the bond proceeds; and WHEREAS, the DFW Board and the City have further determined that the City and the DFW Board should not grant security interests in property owned by them at DFW on terms necessary to obtain supporting guarantees required by them for the proposed financing except under the terms authorized by the Development Corporation Act of 1979, as amended (the "Act"); and 4 WHEREAS, the DFW Board and the City, with the consent and approval l of American and in lieu of the issuance of traditional "Special Facility Bonds" to accomplish the required financing, have agreed that the City will provide such financing at DFW pursuant to the Act; and WHEREAS, the Act authorizes this City Council, upon receipt of a proper application requesting such action, to authorize and approve the creation and organization of an industrial development corporation for limited purposes to act on behalf of the City solely for the purpose of developing airport expansions and improvements at the Airports presently and hereafter comprising the City's Airport System; and WHEREAS, the Act authorizes any such non-profit corporation thus created to issue obligations on behalf of the City and to utilize the proceeds from the sale thereof for the purposes aforesaid and to expend the same in accordance with the powers and for the purposes contained therein and in its Articles of Incorporation; and WHEREAS, pursuant to Section 4 of the Act, not less than three (3) natural persons, each of whom is at least eighteen (18) years of age and is a qualified elector of the City, has filed with this City Council their written application requesting that the City authorize and approve the creation of an industrial development corporation under the provisions of the Act to act on behalf of the City for said limited purposes; and WHEREAS, the City Council has found and determined and hereby finds and determines that all prerequisites of law have been satisfied; and WHEREAS, the City Council by this Resolution desires to and intends to take all steps necessary and prerequisite to the creation of said corporation for said limited purposes; and WHEREAS, the meeting at which this Resolution is considered is open to the public as required by law, and public notice of time, place and purpose of said meeting was given as required by Article 6252-171, Vernon's Texas Civil Statutes, as amended; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF FORT WORTH, TEXAS: Section 1. That the findings and declarations contained in the preambles to this Resolution are hereby repeated and incorporated herein as part of this Resolution; Section 2. That this City Council hereby finds and determines that it is advisable that a corporation, to be named the "Fort Worth Airport Improvement ~' Authority, Inc." (the "Corporation"), be authorized and created with the powers granted in the Act to act on behalf of the City as its duly constituted authority and instrumentality solely for the purposes specified in Article 1V of the Articles of Incorporation thereof herein approved and incorporated herein; Section 3. That the City Council hereby approves the Articles of Incorpo- ration for the Corporation in substantially the form attached hereto as Exhibit "A," and authorizes the incorporators of the Corporation to file the same with the Secretary of State in accordance with the requirements and provisions of the 4 Act. In the event the name chosen for the Corporation is not available, the f incorporators are authorized to change the name without the further approval of the City Council; Se tion 4• That the ity Council hereby a ints , ... � C a , and c� each o whom&1s at east eig teen ���f age and is a dul qualified elector of the City on the date of appointment, to serve as the initial members of the Board of Directors of the Corporation, such service to be at all times subject to the powers of the City under the Act and the Articles of Incorporation hereby approved; Section 5. That any and all bonds, notes or other similar obligations issued by the Corporation shall contain a provision, condition or recital substan- tially to the effect that they shall never be deemed to be or create an indebtedness or liability or a special, general or moral obligation payable out of any funds of the City, the same to be payable solely out of funds and properties of the Corporation pledged thereto; Section 6. That it is intended that the Corporation be a duly constituted authority and instrumentality of the City within the meaning of regulations and revenue rulings of the Treasury Department of the Internal Revenue Service of the United States promulgated under Section 103 and 115 of the Internal Revenue Code of 1954, as amended; and Section 7. That this Resolution shall take effect immediatelv from and after its adoption. V ti EXHIBIT A f ARTICLES OF INCORPORATION OF FORT WORTH AIRPORT IMPROVEMENT AUTHORITY, INC. We, the undersigned natural persons, each being at least eighteen (18) years of age, a citizen of the State of Texas and a qualified elector of,the City of Fort Worth, Texas, and acting as incorporators of a corporation under the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes, as amended, do hereby adopt the following Articles of Incorporation for such Corporation: ARTICLE I. The name of the Corporation is FORT WORTH AIRPORT IMPROVEMENT AUTHORITY, INC. ARTICLE Il. The Corporation is a non-profit corporation. ARTICLE III. The duration of the Corporation is perpetual. r (( ARTICLE A'. (a) The Corporation is organized solely for the purpose of promoting, developing and providing for expansion and improvement to the public airports owned in whole or in part by, and located wholly or partially within the corporate limits of, the City of Fort Worth, Texas, so as to promote and implement the full and proper development and use of the public airports of said City and to encourage and protect the public welfare. (b) The Corporation shall perform its functions, duties, powers and rights as the duly constituted authority and instrumentality of the City of Fort Worth, Texas, at all times subject to the provisions of and the limitations contained in the Development Corporation Act of 1979, as amended, and no bonds, notes or other obligations or liabilities, contractual or otherwise, incurred or created by the Corporation shall ever be paid or payable in whole or in part from any revenues or income of said City and the same shall never constitute a debt, obligation or liability thereof of any nature or kind. (c) For the purposes prescribed in paragraph (a) of this Article IV, and subject to the limitations provided in paragraph (b) of this Article IV, the Corporation may issue bonds on behalf of said City for the purpose of providing ~' airport improvements, expansions and facilities of the types and purposes authorized by the laws of the State of Texas to be financed directly by cities at public airports. 4 ARTICLE V. The Corporation shall have no members and is a non-stock corporation. ..� ARTICLE VI. The street address of the initial registered office of the Corporation is and the name of its initial registered agent at such address is ARTICLE VII. All powers of the Corporation shall be vested in a Board of Directors consisting of any number of directors, but not less than three (3), as may be fixed by the bylaws of the Corporation. Each director shall be appointed by written resolution of the governing body of Fort Worth, Texas, and shall be a qualified elector of said City. Each director shall serve for a term of three (3) years or until his or her successor is appointed by the governing body of said City; provided, however, that if any director shall at any time be also a member of the governing body of said City, then the term of such director shall never exceed the period for which such director is a member of such governing body. Any director may be removed from office at any time, with or without cause, by written resolution of the governing body of said City. All vacancies, for whatever cause, shall be filled by the governing body of said City. All other matters pertaining to the internal affairs of the Corporation shall be governed by the bylaws of the Corporation, so long as such bylaws are not inconsistent with these Articles of Incorporation. the Development Corpo- ration Act of 1979, as amended, or any other law of the State of Texas. ARTICLE VIII. The number of directors constituting the initial Board of Directors of the Corporation is ( ). The names and addresses of the initial directors, each o w� a qualified elector of the City of Fort Forth, Texas, are: NAME ADDRESS (" ARTICLE IX. The names and street addresses of the incorporators, each of whom resides within the City of Fort Worth, Texas, are: NAME ADDRESS ARTICLE X. On 1982, the governing body of the City of Fort Worth, Texas, duly adopted a resolution approving the form of these Articles of Incorporation, approving the creation of the Corporation, and authorizing the Corporation to act on its behalf to further the public purposes stated in said resolution and in Article Al of these Articles of Incorporation. ARTICLE XI. These Articles of Incorporation may at any time and from time to time be amended by either of the following methods: (a) the members of the Board of Directors of the Corporation may file with the governing body of the City an application in writing seeking permission to amend these Articles of Incorpora- tion, specifying in such application the amendment proposed to be made, and if said governing body by appropriate resolution shall duly find and determine that it is wise, expedient, necessary or advisable that the proposed amendment be made and shall approve the form of the same and authorize it to be made, then the Board of Directors of the Corporation may amend these Articles of Incorporation by adopting such amendment at a meeting of the Board of Directors and delivering the articles of amendment to the Secretary of State; or (b) the governing body of the City may, in its sole discretion, and at any time, alter or change the structure, organization, programs, or activities of the Corporation (including the power to terminate the Corporation), subject to any limitation on the impairment of contracts entered into by the Corporation, by adopting an amendment to these Articles of Incorporation and delivering articles of amendment to the Secretary of State. ARTICLE X11. ~ No dividends shall ever be paid by the Corporation and no part of its net earnings (beyond that necessary for retirement of the indebtedness of the ( Corporation or to implement the public purposes of the Cite for which the 1 s Corporation has been created) shall be distributed to or inure to the benefit of its directors or officers or any private person, firm, corporation or association except in reasonable amounts for services rendered. No substantial part of the Corporation's activites shall be carrying on propaganda, or otherwise attempting ... to influence legislation, and it shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE XM. If the Corporation ever should be dissolved when it has, or is entitled to, any interest in any funds or property of any kind, real, personal or mixed, such funds or property or rights thereto shall not be transferred to private ownership, but shall be transferred and delivered to the City, after satisfaction or provision for satisfaction of debts and claims have been made. IN ViITNESS WHEREOF, we have hereunto set our hands, this day of 1982. Incorporator Incorporator Incorporator APPLICATION TO THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS, REQUESTING THAT THE CITY AUTHORIZE AND APPROVE THE CREATION OF AN INDUSTRIAL DEVELOPMENT CORPORATION P Pursuant to Section 4 of thc! Development Corporation Act of 1979, Vernon's Texas Civil Statutes, Article 5190.6, as amended, we, the undersigned, each being a natural person who is at least eighteen (18) years of age and is a qualified elector of the City of Fort Worth, Texas, hereby file with the City Council of said City this written Application and we hereby request that the City authorize and approve the creation of an industrial development corporation under the provisions of the "Development Corporation Act of 1979" to act on behalf of said City. The form of Articles of Incorporation proposed to be used in organizing the corporation are attached hereto as Exhibit "A." Signed this the day of 1982. Applicant Applicant Applicant THE STATE OF TEXAS § COUNTY OF TARRAI:T § BEFORE ME, the undersigned authority, on this day personally appeared known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed, and that the statements therein contained are true. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of 1982. Notary Public, Tarrant County, Texas �... [SEAL] My Commission expires: THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared , known to me to be the person whose name is �. subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. r GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of 1982. Notary Public, Tarrant County, exas My Commission Expires: (SEAL] THE STATE OF TEXAS § COUNTY OF TARRANT BEFORE ME, the undersigned authority, on this day personally appeared , known to me to be the person whose name is subscribed to the oregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of 1982. Notary Public, Tarrant County, Texas My Commission Expires: [SEAL] 4 EXHIBIT A ARTICLES OF INCORPORATION OF y FORT WORTH AIRPORT IMPROVEMENT AUTHORITY, INC. We, the undersigned natural persons, each being at least eighteen (18) years of age, a citizen of the State of Texas and a qualified elector of the City of Fort Worth, Texas, and acting Cs incorporators of a corporation under the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes, as amended, do hereby adopt the following Articles of Incorporation for such Corporation: ARTICLE I. The name of the Corporation is FORT WORTH AIRPORT IMPROVEMENT AUTHORITY, INC. ARTICLE II. The Corporation is a non-profit corporation. ARTICLE III. The duration of the Corporation is perpetual. ARTICLE A'. (a) The Corporation is organized solely for the purpose of promoting, developing and providing for expansion and improvement to the public airports owned in whole or in part by, and located wholly or partially within the corporate limits of, the City of Fort Worth, Texas, so as to promote and implement the full and proper development and use of the public airports of said City and to encourage and protect the public welfare. (b) The Corporation shall perform its functions, duties, powers and rights as the duly constituted authority and instrumentality of the City of Fort Worth, Texas, at all times subject to the provisions of and the limitations contained in the Development Corporation Act of 1979, as amended, and no bonds, notes or other obligations or liabilities, contractual or otherwise, incurred or created by the Corporation shall ever be paid or payable in whole or in part from any revenues or income of said City and the same shall never constitute a debt, obligation or liability thereof of any nature or kind. (c) For the purposes prescribed in paragraph (a) of this Article N, and subject to the limitations provided in paragraph (b) of this Article IV, the Corporation may issue bonds on behalf of said City for the purpose of providing airport improvements, expansions and facilities of the types and purposes authorized by the laws of the State of"Texas to be financed directly by cities at public airports. ARTICLE V. The Corporation shall have no members and is a non-stock corporation. ARTICLE VI. The street address of the initial registered office of the Corporation is and the name of its initial registered agent at such address is ARTICLE VII. All powers of the Corporation shall be vested in a Board of Directors consisting of any number of directors, but not less than three (3), as may be fixed by the bylaws of the Corporation. Each director shall be appointed by written resolution of the governing body of Fort Worth, Texas, and shall be a qualified elector of said City. Each director shall serve for a term of three (3) years or until his or her successor is appointed by the governing body of said City; provided, however, that if any director shall at any time be also a member of the governing body of said City, then the term of such director shall never exceed the period for which such director is a member of such governing body. Any director may be removed from office at any time, with or without cause, by written resolution of the governing body of said City. All vacancies, for whatever cause, shall be filled by the governing body of said City. f All other matters pertaining to the internal affairs of the Corporation l shall be governed by the bylaws of the Corporation, so long as such bylaws are not inconsistent with these Articles of Incorporation, the Development Corpo- ration Act of 19119, as amended, or any other law of the State of Texas. ARTICLE VIII. The number of directors constituting the initial Board of Directors of the Corporation is ( ). The names and addresses of the initial directors, each o whom is a qualified elector of the City of Fort W-orth, Texas, are: NAME ADDRESS f� ARTICLE IX. The names and street addresses of the incorporators, each of whom resides within the City of Fort Worth, Texas, are: NAME ADDRESS ARTICLE X. On 1982, the governing body of the City of Fort Korth, Texas, duly adopted a resolution approving the form of these Articles of Incorporation, approving the creation of the Corporation, and authorizing the Corporation to act on its behalf to further the public purposes stated in said resolution and in Article IV of these Articles of Incorporation. ... ARTICLE XI. These Articles of Incorporation may at any time and from time to time be amended by either of the following methods: (a) the members of the Board of Directors of the Corporation may file with the governing body of the City an application in writing seeking permission to amend these Articles of Incorpora- tion, specifying in such application the amendment proposed to be made, and if said governing body by appropriate resolution shall duly find and determine that it is wise, expedient, necessary or advisable that the proposed amendment be made and shall approve the form of the same and authorize it to be made, then the Board of Directors of the Corporation may amend these Articles of Incorporation by adopting such amendment at a meeting of the Board of Directors and delivering the articles of amendment to the Secretary of State; or (b) the governing body of the City may, in its sole discretion, and at any time, alter or change the structure, organization, programs, or activities of the Corporation (including the power to terminate the Corporation), subject to any limitation on the impairment of contracts entered into by the Corporation, by adopting an amendment to these Articles of Incorporation and delivering articles of amendment to the Secretary of State. ARTICLE X11. �..r No dividends shall ever be paid by the Corporation and no part of its net earnings (beyond that necessary for retirement of the indebtedness of the Corporation or to implement the public purposes of the City for which the Corporation has been created) shall be distributed to or inure to the benefit of its directors or officers or any private person, firm, corporation or association except in reasonable amounts for services rendered. No substantial part of the Corporation's activites shall be carrying on propaganda, or otherwise attempting to influence legislation, and it shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE XM. If the Corporation ever should be dissolved when it has, or is entitled to, any interest in any funds or property of any kind, real, personal or mixed, such funds or property or rights thereto shall not be transferred to private ownership, but shall be transferred and delivered to the City, after satisfaction or provision for satisfaction of debts and claims have been made. IN WITNESS WHEREOF, we have hereunto set our hands, this day of 1982. Incorporator Incorporator Incorporator l FORT WORTH AVIATION IMPROVEMENTS CORPORATION f{. AMERICAN AIRLINES SPECIAL FACILITY REVENUE BONDS, SERIES 1982 Schedule of Events August 12, 1982 Post notice of Fort Worth Council Meeting and secure Agenda position; Bond Counsel reserves corporate name. August 17 Fort Worth City Council Meeting - Creation of Corpor- ation and appointment of members. August 18 Bond Counsel sends Articles of Incorporation to Secretary of State and secures Charter. August 20 First draft of documents. August 24 First Organizational Meeting of Corporation; Adoption of By-Laws. September 3 Final draft of documents. September 10 Mail Preliminary Official Statement; Mail Bond Proof. September 14 Preliminary Pricing. September 16 Final Pricing; Secure FTW Council Agenda Position; Prepare TIC Application. September 17 Print final Official Statement and Contract of Purchase. September 21 Board of Directors approves Bond Sale, execution of Resolution, Execution of Contract of Purchase; Fort Worth City Council approves Sale, Resolution. ~ September 30 Texas Industrial Commission approval. October 6 Bond Signing; Closing and Delivery.