HomeMy WebLinkAboutOrdinance 6021EXECUTED
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1968 Airgional Airport
Tunntrrent fund (Ordinttnre
Authorizing the Issuance of
DALLAS -FORT WORTH REGIONAL AIRPORT
JOINT REVENUE BONDS
Initial Issue — $35,000,000
Adopted by
The City Councils of
The CITY OF DALLAS, TEXAS
and
The CITY OF FORT WORTH, TEXAS
Effective as of November 12, 1968
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CITY OF DALLAS ORDINANCE
No. 12352
CITY OF FORT WORTH ORDINANCE
No. 6021
An Ordinance adopted concurrently by the City Councils,
respectively, of the Cities of Dallas and Fort Worth, author-
izing the issuance of Dallas -Fort Worth Regional Airport
Joint Revenue Bonds, Series 1968, in the aggregate principal
amount of $35,000,00 for the purpose of defraying in part the
cost of constructing, equipping and otherwise improving the
jointly owned Dallas -Fort Worth Regional Airport of the Cit-
ies; providing for the security and payment of said bonds from
the revenues derived from the operation of said Airport and in
certain instances from other airport revenues of the Cities; pro-
viding that the same shall not be payable from taxation; pro-
viding the form, terms and conditions of such bonds and the
manner of their execution; providing covenants and commit-
ments regarding the payment of said bonds, the construction of
said Regional Airport, and the maintenance and operation
thereof when constructed including the pledge to such op-
eration and maintenance purposes of the tax authorized by
law; containing covenants against competition; and covenants
regarding transfers of airport properties; providing other de-
tails concerning such bonds and such Airport, including the
reserved power to issue additional joint revenue bonds, and the
subordination thereof to the lien and pledge securing other
outstanding and future issues of airport revenue bonds of the
Cities; providing for the deposit of the proceeds of such bonds
into the Construction Fund of the Joint Airport Fund under
and subject to the control of the Dallas -Fort Worth Regional
Airport Board; authorizing said Board to see to the delivery of
said bonds as herein directed and directing that due obser-
vance of the covenants herein contained be made by the Board
to the extent such covenants are performable by it; providing
and describing events of default and the consequences thereof;
providing a method of amending this ordinance; ordaining
other matters incident and relating to the subject and purpose
hereof; and declaring an emergency.
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WHEREAS, the Cities of Dallas and Fort Worth have heretofore
determined that the present commercial aviation and airport facili-
ties of the Cities, specifically Love Field Airport (hereinafter called
and defined as "Love Field ") of the City of Dallas and Greater
Southwest International Airport (hereinafter called and defined
as "GSIA ") of the City of Fort Worth, are wholly inadequate to
meet the foreseeable commercial aviation needs of the citizens of
the Cities and the residents and citizens of the entire North Cen-
tral Texas Region; and
WHEREAS, the Cities have further found and determined that
the most effective, economic and efficient means of providing need-
ed airport facilities is the construction and equipment of a cen-
trally located airport for the Cities and to that end by an agree-
ment entitled and hereinafter defined as the "Contract and
Agreement," the Cities continued, expanded and further de-
fined the powers and duties of the Dallas -Fort Worth Regional
Airport Board (hereinafter defined as the "Board" or "Regional
Airport Board ") theretofore created; created the Joint Airport
Fund of the Cities; and provided for the construction and opera-
tion of an airport to be known as the "Dallas -Fort Worth Regional
Airport "; and
WHEREAS, in accordance with the requirements of the Contract
and Agreement, the Board has submitted to the City Councils of
the Cities a report containing its over -all preliminary plan for the
construction of said Regional Airport which plan preliminarily de-
fines and sets forth the estimated, partial cost thereof, together
with statements of its projected size, scope and location; and
WHEREAS, the City Councils have each, by duly adopted reso-
lution, approved said plan within the context of the Contract and
Agreement, and accordingly the Cities, having been requested so
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to do by the Board in the manner contemplated by the Contract
and Agreement, propose to proceed with the financing of the
Regional Airport through the issuance of the joint revenue bonds
contemplated by the Contract and Agreement, all in accordance
with Article 1269] -5, Article 1269] -5.1, Article 1269] -5.2, Article
46d, and other applicable provisions of Texas Revised Civil Sta-
tutes, as amended; and
WHEREAS, the City Councils have each found and determined
as to each that the matters to which this Ordinance relates are
matters of imperative public need and necessity in the protection
of the health, safety and morals of the citizens of each of the
Cities and, as such, that this Ordinance is an emergency measure
and shall be effective as to each City respectively upon its adoption
by its City Council;
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 "1968 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
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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. Definitions. The terms defined in this Section 2.1 for
all purposes of this Ordinance and of any ordinance amendatory
hereof, supplemental or relating hereto, and of any instruments
or documents appertaining hereto, except where the context by
clear implication shall otherwise require, shall have the respective
meanings herein specified as follows, to -wit:
A. "ADDITIONAL PARITY BONDS" mean bonds or
obligations payable from revenues of the Airport hereafter is-
sued on a parity with the Series 1968 Bonds for the purposes
authorized by and in accordance with Section 8.4 hereof.
B. "AIRCRAFT" means airplanes, helicopters, and every
other contrivance now or hereafter used for the navigation
of, or flight in, air or space.
C. "AIRPORT" or "REGIONAL AIRPORT" means the
Dallas -Fort Worth Regional Airport to be constructed in part
with the proceeds of the Series 1968 Bonds, as herein defined,
and owned and operated by the Cities acting jointly under
the Contract and Agreement and as generally defined as to
location and scope in the over -all preliminary plan thereof
submitted to and approved by the Cities in accordance with
the terms of the Contract and Agreement; and said terms shall
include without limitation all land, buildings, structures and
facilities thereof or related thereto of whatsoever character
and wheresoever situated, and all future improvements, ex-
tensions and equipment appertaining thereto and belonging
to the Cities for use in connection therewith, but excluding
for these purposes any Special Facilities, as herein defined.
Such terms shall also include any other airport or airports ever
acquired as a replacement of or extension to the regional air-
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port contemplated by the aforesaid over -all preliminary plan
and any other airport ever acquired whose revenues are by
official action made a part of Gross Revenues.
D. "AIRPORT CONSULTANT" means a professional per-
son, firm or corporation having a wide and favorable repute
for skill and experience in the field of planning and determin-
ing the feasibility of airports and related facilities and under-
takings.
E. "BOARD" or "REGIONAL AIRPORT BOARD" shall
mean and refer to the operating Board of Directors of the Re-
gional Airport whose powers and duties were continued, ex-
panded and further defined by the Contract and Agreement.
F. "BONDS" mean collectively the Series 1968 Bonds, the
Completion Bonds, the Additional Parity Bonds, and any
Refunding Bonds, as each is hereinafter separately defined.
G. "CERTIFICATED AIR CARRIER SERVICES" mean
aircraft operations of the following types when operating on a
regular and continuing basis, to -wit:
(1) interstate services conducted by commercial air
carriers according to publishd flight schedules and holding
certificates of public convenience and necessity or similar
evidences of authority issued by the Civil Aeronautics
Board of the United States of America or any successor
agency thereto;
(2) services conducted by foreign air carriers according
to published flight schedules holding permits or similar
evidences of authority issued by the Civil Aeronautics
Board or any successor agency thereto or by any other
agency or department of the United States of America;
and
(3) intrastate services conducted by commercial air
carriers according to published flight schedules and hold-
ing certificates of public convenience and necessity or
similar evidences of authority issued by the Texas Aero-
nautics Commission of the State of Texas or by any suc-
cessor agency.
It is provided, however, that this term shall not include serv-
ices provided by commercial "air taxi" operators meeting the
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requirements for exemption provided from time to time by
any rules and regulations of the Civil Aeronautics Board, by
the Texas Aeronautics Commission or by any other agency
of the United States of America or the State of Texas having
jurisdiction to provide such exemptions.
H. "CITIES" mean collectively the municipal corpora-
tions and political bodies known as the City of Dallas, in the
County of Dallas and State of Texas, and the City of Fort
Worth, in the County of Tarrant and State of Texas, and such
term shall also be deemed to include and refer to, in all ap-
propriate ways, any successor political body, authority or sub-
division if the Regional Airport shall ever be transferred there-
to as permitted by Section 9.6.B hereof.
I. "CITY COUNCIL" or "CITY COUNCILS" mean in
each instance the governing body as from time to time con-
stituted of Dallas or Fort Worth or the plural thereof shall
mean and refer to the governing bodies of both said Cities.
J. "COMPLETION BONDS" mean the Bonds authorized
to be issued by Section 8.3 hereof for the purpose therein ex-
pressed.
K. "CONSULTING ARCHITECT" means a registered
or licensed professional architect or any firm or joint venture
of such architects having a wide and favorable repute for
skill and experience in the fields of airport architecture and
planning entitled to practice and practicing as such under
the laws of the State of Texas, retained by the Board but not
as a regular employee.
L. "CONSULTING ENGINEER" means the Director of
Engineering, as herein defined, or any registered or licensed
professional engineer or any firm of such engineers having a
wide and favorable repute for skill and experience in the field
of designing, preparing plans and specifications for and super-
vising construction of airports and airport facilities, entitled
to practice and practicing as such under the laws of the State
of Texas, retained and compensated by the Board but (ex-
cept for the Director of Engineering) not in the regular em-
ploy of the Board.
M. "CONTRACT AND AGREEMENT" means that cer-
tain agreement entitled "Contract and Agreement," entered
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into actually on April 23, 1968, but effective as of April 15,
1968, by and between Dallas and Fort Worth, which by its
terms continues, expands, and further defines the powers and
duties of the Board, creates the Joint Airport Fund, as here-
in defined, and provides for the construction and operation
of the Regional Airport.
N. "CONSTRUCTION FUND" means the Fund by that
name created as a part of the Joint Airport Fund in the Con-
tract and Agreement.
O. "COSTS OF THE AIRPORT" shall include, without
intending thereby to limit or restrict any proper definition of
costs, the following:
(1) expenses and costs for labor and payments to con-
tractors, builders and materialmen in connection with
preparing, constructing, and otherwise acquiring, equip-
ping, replacing, extending and improving any part or the
whole of the Regional Airport, and the costs of machinery,
furnishings and equipment used in connection therewith,
and costs of restoration of property damaged or destroyed
in connection with construction;
(2) the cost of indemnity and fidelity bonds, if any,
to secure the deposits of any moneys in any fund or ac-
count within the Joint Airport Fund and any costs re-
lating to any litigation of any nature or kind which re-
lates to the Regional Airport;
(3) expenses necessary or incidental to determine the
feasibility or practicability of constructing or installing
any airport facilities and the fees and expenses of any en-
gineers, architects or other professional persons or con-
sultants for the purpose of making studies and estimates
of costs and revenues and other estimates in relation
thereto, or the issuance of Bonds therefor and the fees
and expenses for any professional services rendered in
connection therewith;
(4) expenses of administration properly chargeable to
the acquisition or construction of the Regional Airport
or any airport facilities, insurance premiums, legal ex-
penses and fees, financing charges, costs of audits, and of
preparing and issuing the Bonds and all other items of
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expense not elsewhere in this paragraph specifically men-
tioned and which are related to the Regional Airport, the
financing of the costs thereof, and the placing of the same
in operation, and other expenses incident to such con-
struction including interest, and the expenses of the Pay-
ing Agent, during construction;
(5) any and all costs and expenses related to the ac-
quisition of land to comprise a part of the Regional Air-
port; except that no costs or expenses thereof shall be
paid from the proceeds of the Series 1968 Bonds; and
(6) any proper expense or obligations heretofore or
hereafter incurred by the Board or by the Cities for any
of the foregoing purposes, including such Fund transfers
as may be required to assure Federal or State participa-
tion in construction of the project.
P. "COSTS OF THE PROJECT" means the Costs of the
Airport during its initial construction stages.
Q. "DALLAS" means the City of Dallas, Texas.
R. "DIRECTOR OF ENGINEERING" means the chief
staff engineer in the regular control and employ of the Board.
S. "DIRECTOR OF FINANCE" means the Director of
Finance of the Board.
T. "EXECUTIVE DIRECTOR" means the chief admin-
istrative and executive officer of the Board as described and
required by the Contract and Agreement.
U. "EVENT OF DEFAULT" means any of the events
stated in Section 10.1 hereof as events of default.
V. "FACILITIES" means any facilities, buildings or equip-
ment comprising a part of or used in connection with the Air-
port.
W. "FISCAL YEAR" means the twelve month period
commencing on the 1st day of October of any year and ending
at midnight on September 30 of the next succeeding year.
X. "FORT WORTH" means the City of Fort Worth, Tex-
as.
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Y. "GSIA" means the airport presently belonging to Fort
Worth and known as "Greater Southwest International Air-
port."
Z. "GROUND LEASE" means the lease of Airport lands
required to be executed in connection with the construction of
Special Facilities by Section 8.7.B hereof.
AA. "GROSS INCOME," "GROSS REVENUES," "IN-
COME" or "REVENUES" mean all income and revenues de-
rived directly or indirectly by the Board from the operation
or ownership of the Airport or any part thereof, whether re-
sulting from improvements, extensions, enlargements, repairs,
or betterments to the Airport, additional Facilities, or other-
wise, and includes all revenues received by the Board or any
municipal corporation or entity succeeding to the revenues of
the Cities from the Airport; including any amounts herein
expressly made a part thereof; and further including without
limiting the generality of the foregoing all rentals, tolls, rates
or other charges for the use of the Airport or any Facilities or
for the entry upon any part thereof or for any service rendered
by the Board or the Cities in the operation thereof, and in-
cluding the rentals payable under Ground Leases, but exclud-
ing the rentals derived from Net Rent Leases to the extent
required to pay Special Facility Bonds and reserves therefor,
as herein defined, and excluding further any moneys received
as grants or gifts from the United States of America, the State
of Texas, or other sources, the use of which is limited by the
grantor or donor to the construction or acquisition of capital
improvements, additions or extensions to the Airport, except
to the extent any such moneys shall be received as payments
for the use of the Airport.
BB. "HOLDER" when used in conjunction with the Bonds
or coupons appertaining to the Bonds means the person in
possession and the apparent owner of the designated item.
CC. "INDEPENDENT ACCOUNTANT" means any Cer-
tified Public Accountant or firm of Certified Public Account-
ants, or both, as determined by the Board, duly licensed to
practice and practicing as such under the laws of the State of
Texas, appointed and paid by the Board, who is, in fact, in-
dependent and not under the dominion of the Board or the
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Cities; who, except for such retention, does not have any sub-
stantial interest, direct or indirect, with the Board or with the
Cities; and who is not connected with the Board or with the
Cities as an officer or employee of either, but who may be
regularly retained to make annual or similar audits of the
books or records of the Board or of the Cities.
DD. "INTEREST AND SINKING FUND" means the
Fund by that name created in Section 7.1 hereof.
EE. "INVESTMENT SECURITIES" means any of the
securities from time to time permitted by the agreement with
the Treasurer to be utilized by him as security for the funds
on deposit with him ( except personal bonds), and additionally
includes any time deposits or certificates of deposit of any
State Bank or National Banking Association which are them-
selves secured by any of the above and foregoing.
FF. "JOINT AIRPORT FUND" means the master fund
by that name created by the Cities for the purpose of ac-
curately and adequately recording and accounting for the
ownership, operations and properties to the joint venture
evidenced by the Contract and Agreement, all as described
and provided in Section 17 of the Contract and Agreement.
GG. "LOVE FIELD" means the airport presently belong-
ing to Dallas and known as "Dallas Love Field."
HH. "MAINTENANCE TAX" means the tax authorized
to be pledged to the operation and maintenance of the Airport
by each City pursuant to Article 1269j -5.1 as to Dallas, and
Article 1269j -5.2 as to Fort Worth, Texas Revised Civil Stat-
utes, as amended, and as described in Section 6.2 of this
Ordinance; the amount of such tax being at all times limited
as to each of the Cities, respectively, to the lesser of (1) five
cents (5¢) per one hundred dollars ( $100) of assessed valua-
tion of taxable property in the City; or (2) the amount re-
quired to produce the money from that source specified as to
such City in Section 6.2 hereof.
II. "MEACHAM FIELD" means the airport presently be-
longing to Fort Worth and known as "Meacham Field Airport."
JJ. "NET INCOME" or "NET REVENUES" means the
amount remaining after deducting "Operation and Mainten-
ance Expenses," as herein defined, from Gross Revenues.
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KK. "NET RENT LEASE" means a lease of Airport
property or Facilities entered into by the Board pursuant to
which the lessee agrees to pay to the Board a rental during
the term thereof in an amount at least equal to the principal,
interest and any special reserve requirements contained in
the ordinance authorizing the Special Facility Bonds (as here-
in defined) to which such lease relates, as contemplated by
Section 8.7.A hereof, and to pay, in addition to such rental,
all operation and maintenance expenses applicable to the
Special Facilities to be constructed with said bonds, including,
without limitation, any insurance premiums applicable to such
Special Facilities (as may be required by said lease); any and
all ad valorem or other property taxes lawfully levied or
assessed against the leasehold interest of the lessee in and to
such Special Facilities and to the Airport land upon which the
same are to be situated pursuant to the Ground Lease execut-
ed in connection therewith (such leasehold interest, irrespec-
tive of the term thereof, as distinguished from the remainder
or other interest of the Cities therein, being for such purposes
the property of such lessee and not the property of the Cities);
any and all lawful excise or other types of taxes imposed on
or in respect of such properties; and the expenses of upkeep
thereof of every kind and character including the repair or
ordinary restoration thereof.
LL. "NEWSPAPER" means newspapers printed in the
English language, published at least once each calendar week
and of general circulation within the Cities.
MM. "OPERATING REVENUE AND EXPENSE
FUND" means the Fund by that name established as a part
of the Joint Airport Fund in Section 17 of the Contract and
Agreement and referred to in Section 7.1 hereof.
NN. "OPERATION AND MAINTENANCE EXPENS-
ES" means all reasonable and necessary current expenses of
the Board ( paid or accrued) of operating, maintaining, and
repairing the Airport. Without limiting the generality of the
foregoing, such term shall include insurance premiums, the
reasonable charges of any Paying Agent and any other de-
pository bank appertaining to the Airport, contractual serv-
ices, professional services required by this Ordinance or by the
Board, salaries and administrative expenses after the Airport
becomes operational, labor and the cost of materials and
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supplies used for current operation; but such term shall not
include allowances for depreciation, liabilities incurred by the
Cities or the Board as a result of its negligence in the opera-
tion of the Airport or resulting from any other ground of legal
liability not based on contract, and shall not include the costs
of improvements, extensions, enlargements or betterments, or
any charges for the accumulation of reserves, which according
to standard accounting principles are chargeable as capital
replacements or improvements.
00. "PAYING AGENT" or "PAYING AGENTS," with
respect to the Series 1968 Bonds, means the First National
Bank in Dallas, Dallas Texas, and The First National Bank
of Fort Worth, Fort Worth, Texas; and, with respect to any
other bonds issued hereunder, to the bank or banks named in
the ordinance authorizing their issuance.
PP. "PLEDGED REVENUES" means Gross Revenues
less any amounts required to be paid on account of the Senior
Lien Bonds to prevent a default thereof.
QQ. "PROJECT" means the Airport in its initial construc-
tion phases, to be financed in part with the proceeds of the
Series 1968 Bonds and the Completion Bonds.
RR. "REDBIRD" means the airport presently belonging
to Dallas and bearing the name "Redbird Airport."
SS. "RESERVE FUND" means the Fund by that name
created in Section 7.1 hereof.
TT. "SENIOR LIEN BONDS" means the outstanding
bonds of the following issues of the City of Dallas, to -wit:
(1) Airport Revenue Bonds, Series 364
(2) Airport Revenue Bonds, Series 401
(3) Airport Revenue Bonds, Series 409,
and the outstanding bonds of the following issues of the City
of Fort Worth, to -wit:
(1) Airport Revenue Bonds, Series 1960
(2) Airport Revenue Bonds, Series 1960 -A
(3) Airport Revenue Bonds, Series 1961,
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and any and all bonds hereafter issued by either of the Cities
pursuant to the authority reserved to the Cities in Section
8.1 and Section 8.2 hereof; all of such bonds being by their
terms payable from the revenues of the Airport superior to
the lien created herein for the benefit of the Bonds.
UU. "SPECIAL FACILITIES" means hangars, aircraft
overhaul, maintenance and repair shops, storage facilities,
garages and other buildings, structures, Facilities and appur-
tenances being a part of or related to the Airport and financed
wholly or in part with the proceeds of Special Facility Bonds
pursuant to Section 8.7 hereof.
W. "SPECIAL FACILITY BONDS" means bonds de-
scribed in Section 8.7 payable solely from all or a portion of
the rentals received from any one or more Net Rent Leases
appertaining to Special Facilities.
WW. "SERIES 1968 BONDS" means the Bonds initially
authorized to be issued hereunder pursuant to Article III
hereof.
XX. "TREASURER" means the duly designated Treas-
urer for the Board and the Joint Airport Fund as described
and contemplated in the Contract and Agreement.
SECTION 2.2. Construction and Effect of Covenants. This Ordi-
nance, except where the context hereof by clear implication shall
otherwise require, shall be construed and applied as follows:
A. Definitions include both singular and plural.
B. Pronouns include both singular and plural and cover
all genders.
C. Any percentage of Bonds, for the purposes of this Or-
dinance, shall be computed on the basis of the unpaid principal
amount thereof outstanding at the time the computation is
made or is required to be made hereunder.
D. None of the covenants herein shall ever impose, or be
construed as imposing a liability or obligation on the part of
the Cities, or either of them, to pay the principal of or interest
on any Bonds out of any funds derived by taxation.
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E. All covenants contained herein which require the per-
formance of an affirmative, common or joint act with respect
to the Airport shall be performed, on behalf of the Cities act-
ing jointly, by the Board, and from and after the effective
date of this Ordinance, the Board shall be obligated to under-
take and perform each and every such covenant and this
Ordinance shall constitute a directive and order to the Board
to that effect.
F. Subject to the provisions of Section 6.3 hereof all
covenants contained herein requiring the Cities to pay prin-
cipal and interest on Bonds shall be joint, and not several,
obligations, and all such obligations shall be payable and
collectible solely from the Pledged Revenues from time to time
on deposit in the funds created and confirmed herein, such
funds being owned in undivided interests by Dallas (to the
extent of 7 /11ths thereof) and by Fort Worth (to the extent
of 4 /11ths thereof); and, each and every holder of Bonds
shall by his acceptance thereof consent and agree that except
as provided in paragraph G, next below, and except as provided
in Section 6.3 hereof, no claim, demand, suit, or judgment
for the payment of money, shall ever be asserted, filed, ob-
tained or enforced against either of the Cities apart from the
other City and from sources other than the funds in which
Pledged Revenues are hereby committed to be deposited; and
no liability or judgment shall ever be asserted, entered or
collected against either City individually, except out of said
funds and exceeding in the case of Dallas an amount equal to
7 /11ths of the total amount asserted or demanded, and in the
case of Fort Worth an amount equal to 4 /11ths of the total
amount asserted or demanded.
G. The covenants contained herein requiring the Cities to
levy and collect the Maintenance Tax shall be several, and not
joint, and no claim, demand, action, proceeding, suit or judg-
ment, shall ever be asserted, made, pursued or entered against
either of the Cities for the default in that covenant or obliga-
tion by the other City, the full scope and extent of such cove-
nant being limited as to each individual City to its obligation
to levy its proportionate share of any amount to be collected
from the Maintenance Tax, as specified elsewhere in this
Ordinance.
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H. In the event of a transfer of the Regional Airport to
another political body or political sub - division, as permitted
by Section 9.63 hereof, the governing board of such political
body, when operating the Airport under and subject to the
provisions of this Ordinance, shall be obligated to perform all
of the covenants and duties hereof imposed upon the Cities
themselves or upon the Cities acting through the Board, and
shall be authorized to exercise the rights reserved herein to
the Cities or to the Board in such manner as may be appropri-
ate consistent with its usual and customary methods of exer-
cising similar rights in other instances so long as the method
or methods utilized do not impair or defeat the substantive
purposes of this Ordinance.
ARTICLE III
SERIES 1968 BONDS
SECTION 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, and, for the purpose of paying in part the Costs of the
Project, it is hereby declared necessary that the Cities authorize
and issue, and the Cities hereby authorize and direct the issuance
of, "Dallas -Fort Worth Regional Airport Joint Revenue Bonds,
Series 1968," in the aggregate principal amount of $35,000,000,
payable both as to principal and interest solely out of the reve-
nues, as described, defined and pledged herein.
SECTION 3.2. Date, Denomination and Maturities. The Series
1968 Bonds shall be dated November 1, 1968, shall be in the de-
nomination of $5,000 each, shall consist of 7,000 Bonds numbered
in direct numerical order from 1 through 7,000 and shall mature
and become due and payable on November 1, 1998.
SECTION 3.3. Interest Rate, Paying Agent. The Series 1968 Bonds
shall bear interest from their date to their stated maturity or
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earlier redemption at the rate of 4' /s% per annum, such interest
to be evidenced by coupons initially attached to each said Bond
payable on May 1, 1969, and semi - annually thereafter on each
November 1 and May 1. Both the principal and interest of the
Series 1968 Bonds shall be payable to bearer in lawful money of
the United States of America without deduction for exchange or
collection charges at the offices of the Paying Agents.
Sox 3.4. Prior Redemption. A. All of the Series 1968 Bonds
shall be subject to redemption for any purpose prior to their re-
spective maturities, at the option of the Cities, in whole, or in
part by lot, on the 1st day of any month on or after January 1,
1969, upon payment of the principal amount of each such bond
so redeemed, accrued interest thereon to the redemption date, and
plus a premium computed in accordance with the following sched-
ule, to -wit:
3% of the principal amount of each Series 1968 Bond so re-
deemed, if redeemed on or before November 1, 1978;
21/2% of the principal amount of each Series 1968 Bond so
redeemed, if redeemed after November 1, 1978, but on or be-
fore November 1, 1979;
2% of the principal amount of each Series 1968 Bond so re-
deemed, if redeemed after November 1, 1979, but on or before
November 1, 1980;
1Y2% of the principal amount of each Series 1968 Bond so re-
deemed, if redeemed after November 1, 1980, but on or before
November 1, 1981;
1% of the principal amount of each Series 1968 Bond so re-
deemed, if redeemed after November 1, 1981, but on or before
November 1, 1997.
B. At least thirty (30) days before the date fixed for any such
redemption, the Board, acting on behalf of the Cities, shall cause
17
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 redemp-
tion, due provision shall be made with the paying agents for the
payment of the principal amount of the bonds to be so redeemed,
plus any applicable premium thereon, and plus accrued interest
thereon to the date fixed for redemption. If the written notice of
redemption is published, and if due provision for payment is made,
all as provided above, the bonds, which are to be so redeemed,
thereby automatically shall be 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 pur-
pose of receiving the funds so provided for such payment.
SECTION 3.5. Form. The form of the Series 1968 Bonds, including
the form of Registration Certificate of the Comptroller of 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 1968 BONDS)
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF DALLAS AND TARRANT
DALLAS -FORT WORTH REGIONAL AIRPORT
JOINT REVENUE BOND
SERIES 1968
No................
On the 1st day of November, 1998, 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
W
from the revenues and funds described herein, the total 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 47/8% per annum,
evidenced by initially attached coupons payable May 1, 1969, and
semi - annually thereafter on each November 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 prop-
er coupons as they severally become due, at the First National
Bank in Dallas, Dallas, Texas, or at The First National Bank of
Fort Worth, Fort Worth, Texas, pa g agents, without exchange
or collection charges to the bearer hereof.
All bonds of this series shall be redeemable prior to maturity in
whole, or in part by lot, at the option of the Cities, or on the first
day of any month on or after January 1, 1969, for a redemption
price equal to the principal amount of the bonds thus redeemed,
plus accrued interest to the date fixed for redemption, and plus a
premium for redemption calculated in accordance with the follow-
ing schedule:
3% of the principal amount of each Series 1968 Bond so re-
deemed, if redeemed on or before November 1, 1978;
21/2% of the principal amount
redeemed, if redeemed after
before November 1, 1979;
of each Series 1968 Bond so
November 1, 1978, but on or
2% of the principal amount of each Series 1968 Bond so re-
deemed, if redeemed after November 1, 1979, but on or before
November 1, 1980;
11/2% of the principal amount of each Series 1968 Bond so
redeemed, if redeemed after November 1, 1980, but on or
before November 1, 1981;
1% of the principal amount of each Series 1968 Bond so re-
deemed, if redeemed after November, 1981, but on or before
November 1, 1997.
If bonds shall be redeemed pursuant to this paragraph, then at
least thirty days before the date fixed for any such redemption,
19
written notice of such redemption shall be given in the manner
specified in the Ordinance of the Cities authorizing this series of
bonds. By the date fixed for any such redemption due provision
shall be made with the paying agent for the payment of the appli-
cable redemption price, if any, of the bonds to be so redeemed as
above provided. If such written notice of redemption is given and
if due provision for payment shall be made, all as provided in
said Ordinance, the bonds which are to be so redeemed shall not
bear interest after the date fixed for redemption and shall not be
regarded as being outstanding except for the purpose of receiving
the funds so provided for such payment.
This bond is one of a duly authorized issue of bonds dated No-
vember 1, 1968, of like title, terms, tenor and effect, numbered
from 1 through 7000, of the denomination of $5,000 each, aggre-
gating $35,000,000, issued by the Cities for the purpose of defray-
ing in part the Costs of the Project, such term contemplating and
relating to the initial construction phases of the jointly owned Dal-
las -Fort Worth Regional Airport. For the purpose of defining the
term Costs of the Project and of providing for and securing the
payment of this issue of bonds, the Cities have jointly 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 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
and confirmed in and pursuant to an ordinance adopted concur-
rently by the City Councils of the Cities and known by the short
title as the "1968 Regional Airport Concurrent Bond Ordinance."
Pledged Revenues in said Ordinance are defined to be the Gross
Revenues of said Airport when constructed less the amounts re-
quired to pay the Senior Lien Bonds mentioned next below. The
lien on the revenues securing this issue of 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 Regional Airport Concurrent Bond
Ordinance for a description of the revenues and funds charged
with and pledged to the payment of the interest on and principal
of this issue of bonds, 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 hereunder, and the rights and priorities of the
19 9
holders of this series of bonds, to all the provisions of which the
holder hereof by the acceptance of this bond assents and agrees.
As provided in the 1968 Regional Airport Concurrent Bond Or-
dinance, 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, 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 amount thereof, and, except
as in said Ordinance otheiivise provided, such stuns shall be pay-
able and collectible solely from the funds in which Pledged Reve-
nues shall from time to time be on deposit.
The 1968 Regional Airport Concurrent Bond Ordinance 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 Air-
port which will be fully sufficient to produce Pledged Revenues ad-
equate to pay the principal of and interest on the bonds from time
to time outstanding thereunder as the same shall become due and
payable and to maintain reserves for the various purposes pre-
scribed therein. It is further provided in said Ordinance that to
the extent Pledged Revenues are not adequate for said pur-
poses 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 Ordinance. 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 de-
fault of the other, each City's respective obligation being limited
to the collection of its proportionate amount required from said
tax for such purpose, all as specified in said Ordinance.
Under the terms and conditions provided in said Ordinance, 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 bonds of this issue, and reserve the further right to
21
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
Ordinance.
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 required
by the Constitution and laws of the State of Texas to be done, to
exist, and to be performed precedent to and in the issuance of this
bond and the issue of which it is one, and the adoption of the 1968
Regional Airport Concurrent Bond Ordinance have been done, do
exist and have been performed as so required.
IN Wn ESS WHEREOF, the City Council of the City of Dallas,
Texas, has caused the seal of that City to be placed hereon and
this bond to be signed by the facsimile signature of its Mayor and
countersigned by the facsimile signature of its City Auditor;
and the City of Fort Worth, Texas, has caused the seal of
that City to be placed hereon and this bond to be signed by the
facsimile signature of its Mayor, countersigned by the facsimile
signature of its City Secretary, and approved as to form by its City
Attorney; and each said City Council has caused the attached cou-
pons to be signed by the facsimile signatures of the Mayor and
City Auditor of the City of Dallas and by the Mayor and City
Secretary of the City of Fort Worth.
/s/
.................. ...............................
Mayor, City o f Dallas, Texas
COUNTERSICNM:
/s/
......................................... ...............................
City Auditor, City of "Dallas, Texas
/s/
....................................... ...............................
Mayor, City of Fort Worth, Texas
11
22
COUNTERSIGNED:
/s/
.................................. ...............................
City Secretary, City of Fort Worth,
Texas
APPROVED As TO FORM:
/s/
..................................... ...............................
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 First National Bank in Dallas, Dallas, Texas, or at
The First National Bank of Fort Worth, Fort Worth, Texas, with-
out exchange or collection charges to the bearer hereof, the sum
specified on this coupon, in lawful money of the United States of
America, for interest then due on the below numbered bond of the
issue entitled "Dallas -Fort Worth Regional Airport Joint Revenue
Bonds, Series 1968," dated November 1, 1968. 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..............
/s/
.............................. ...............................
Mayor, City of Dallas, Texas
El
23
COUNTERSIGNED:
Lj
/s/
City Auditor, City of Dallas, Texas
/s/
......................................... ...............................
Mayor, City of Fort Worth, Texas
COUNTERSIGNED:
/S/
..................................... ...............................
City Secretary, City of Fort Worth,
Texas
FORM OF COMPTROLLER'S REGISTRATION 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 reg-
istered as required by law.
Witness my signature and seal this
/s/
....................... ............................... I......
Comptroller of Public Accounts of
the State of Texas
(SEAL)
24
ARTICLE IV
EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY
OF SERIES 1968 BONDS
SECTION 4.1. Method of Execution. Each of the Series 1968
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 1968 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
City Attorney of the City, and its corporate seal shall be impressed
or printed or lithographed upon each bond. The respective signa-
tures 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 1968 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 Sta-
tutes, as amended.
SECTION 4.2. Approval and Registration. The Board is hereby
authorized to have control and custody of the Series 1968 Bonds
and all necessary records and proceedings pertaining thereto
pending their delivery and the Chairman and officers and em-
ployees of the Board and of the Cities are hereby authorized and
instructed to make such certifications and to execute such instru-
ments 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
25
registration by the State Comptroller of Public Accounts. Upon
registration of the Series 1968 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.
SECTION 4.3. Sale. The Series 1968 Bonds are hereby sold in ac-
cordance with law and shall be delivered to Republic National
Bank of Dallas, First National Bank in Dallas, Bank of America,
N.T. & S.A., Mercantile National Bank at Dallas, The Fort Worth
National Bank, The First National Bank of Fort Worth, Texas
Bank & Trust Company of Dallas, The National Bank of Com-
merce, Dallas, Oak Cliff Bank & Trust Co., Dallas, and Continental
National Bank of Fort Worth, the purchasers thereof, for a price
of $34,475,000.00, plus accured interest to the date of delivery.
ARTICLE V
DISPOSITION OF BOND PROCEEDS
SECTION 5.1. Interest During Construction. It is hereby found
and determined that the estimated period of construction of the
Project, that is to say, the period prior to which the Airport will
become revenue producing, is five (5) years, and accordingly it is
hereby ordained and directed that an amount equal to the interest
to become due on said bonds during said period shall be deposited
into the Interest and Sinking Fund and used, applied and devoted
to the purposes specified elsewhere herein for moneys on deposit
in said Fund. Each ordinance hereafter adopted authorizing Bonds
Co.,
may specify the amount of interest to accrue thereon and on any
then outstanding Bonds for which funds are not available during
the remaining then estimated period of construction of the Project
or the Facilities being constructed and such amount may be set
aside out of the proceeds of such bonds into the Interest and Sink-
ing Fund for such purpose.
SECTION 5.2. Construction Fund. Except as otherwise provided
in Section 5.1, all proceeds derived from the sale of Bonds shall be
deposited promptly upon the receipt thereof in 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 as to
Completion Bonds, and Costs of the Airport as to Additional Par-
ity Bonds.
SECTION 5.3. Disbursements from Construction Fund.
A. Before any moneys shall be withdrawn or any payments shall
be made from the Construction Fund for Costs of the Airport
which directly relate to the physical construction and equipment
thereof there shall be filed with and approved by the Executive Di-
rector—
(1) A voucher which may contain any number of items
signed by the Consulting Engineer or the Consulting Archi-
tect and stating in respect of each item to be paid —
(a) the item number of the payment;
(b) the name of the person to whom payment is due;
(c) the amount or amounts to be paid; and
(d) the purpose for which the obligation to be paid
was incurred in such detail as shall be satisfactory to the
Director of Finance; and
(2) A Certificate signed by the Consulting Engineer or the
Consulting Architect and attached to the voucher certifying —
(a) that the obligations in the stated amounts have
been incurred by the Board and that each item thereof
is a proper charge against the Construction Fund and has
not been paid;
27
(b) that there has not been filed with or served on the
Board any notice of lien, right of lien, or attachment upon
or claim affecting the right to receive payment of any
moneys payable to any person named in such voucher
which has not been released or will not be released simul-
taneously with the payment of such obligations;
(c) that such voucher contains no payment on account
of any retained percentage which the Board at the date
of such Certificate is entitled to retain; and
(d) that insofar as any such obligation was incurred
for working materials, equipment or supplies such work
was actually performed in the furtherance of the Airport
or delivered at the site thereof for that purpose or deliv-
ered for storage or fabrication at a place or places ap-
proved by the person signing the Certificate and under
the control of the Board.
If the Executive Director shall determine that such voucher and
Certificate are in the form and contain the information required
by this paragraph, and that such payments are due, he shall be
authorized to make payment thereof in such manner as is custom-
arily employed by the Board for the payment of other expenses
thereof.
B. Before any moneys shall be withdrawn or any payments shall
be made from the Construction Fund for Costs of the Airport
other than those contemplated in paragraph A, above, including
expenses of administration and the other items included as a part
of the term "Costs of the Airport," as defined in this Ordinance,
the Board shall adopt and maintain a current schedule of Con-
struction Fund uses. Moneys within the Construction Fund may be
expended for such purposes at such times as expenditures may
be required upon the execution of a Certificate by the Executive
Director to the effect that such expenditures are itemized in or
contemplated by such schedule of Construction Fund uses. Other-
wise, such expenditures shall not be made unless the expenditure
0 0
thereof shall be approved by resolution adopted by the Board,
which resolution shall recite the purpose of the expenditure and
shall contain the statement that the expenditure is a proper Cost
of the Airport.
SECTION 5.4. Completion of the Project. When the Project, or
any item of additional improvements made with Bond proceeds,
shall have been completed in accordance with the plans and speci-
fications therefor, and when all amounts due therefor, including
all proper incidental expenses, shall have been paid, the Consulting
Engineer and the Consulting Architect shall file with the Execu-
tive Director and the Board a certificate so stating, and there-
upon the Board shall cause the transfer of all moneys remaining
in the Construction Fund, if any, to the Capital Improvements
Fund.
ARTICLE VI
PLEDGE, OPERATION AND MAINTENANCE, SUPPLEMENTAL PLEDGE
SECTION 6.1. Revenue Pledge. The Bonds shall be and are hereby
declared to be payable from and secured by an irrevocable first
lien on and pledge of Pledged Revenues and the funds in which
they shall from time to time be on deposit. Such lien and pledge
are hereby created and established.
SECTION 6.2. Pledge to Operation and Maintenance Expenses.
All Pledged Revenues remaining, after provision has been made
for the payments required by paragraph A of Section 7.3 of
this Ordinance, shall be used for and are hereby pledged to the
payment of Operation and Maintenance Expenses. While it is
contemplated that Gross Revenues will be sufficient for the pur-
poses of this Ordinance and the payment of all Bonds, neverthe-
less, in addition to such pledge for such purpose and as a supple-
ment thereto, each of the Cities, respectively, hereby pledge such
part of the Maintenance Tax as may be necessary to assure that
the Airport will be efficiently and effectively operated and main-
tained in accordance with the Standard of Operation specified in
this Ordinance. The tax, if thus assessed and collected in any year,
shall be deposited as an additional operating expense contribution
to the Operating Revenue and Expense Fund in accordance with
the requirements of the Contract and Agreement; and the Mainte-
nance Tax, or so much thereof as may be required, as aforesaid,
and as the limits thereof as to each City are specified in the
definitions in this Ordinance, as to each City is hereby levied, and
the same shall be annually assessed and collected and the proceeds
thereof applied solely to such purpose, in such rate as will make,
raise and produce a sum sufficient to supply the difference between
the amount required to pay Operation and Maintenance Expenses
in the next Fiscal Year, as estimated in the annual budget of the
Board, and the amount estimated by said budget to be available
for such purposes from Pledged Revenues after the payment of
principal and interest to be due on the Bonds during such year and
the deposit of any amounts required to be made to reserve funds
therefor. The Cities each covenant and agree that the Maintenance
Tax shall not be pledged on a permanent basis for other City
purposes; however, if the total amount of such tax applicable to
either City (or both) shall not be required in any year for the
purposes of this Ordinance, then the amount of such tax not thus
required may be utilized for other lawful City purposes on a
year -by -year basis. The respective obligations of the Cities to levy
and collect the Maintenance Tax in the amount of the difference
described aforesaid shall be on the proportionate basis of
7 /11ths of said difference by the City of Dallas and 4 /11ths thereof
by the City of Fort Worth. Additionally, the obligation of the
City of Fort Worth to levy and collect the Maintenance Tax in
such amount shall be and is junior and subordinate to a prior
30
pledge of the Maintenance Tax for the benefit of the holders of
its share of the Senior Lien Bonds, to the extent heretofore pledged
to the operation and maintenance of that City's Airport System,
which includes GSIA and Meacham Field, so long as its share of
any outstanding Senior Lien Bonds remain outstanding contain-
ing any such pledge.
SECTION 6.3 Transitional Pledge of Other Airport Revenues.
A. For so long as the Regional Airport shall not be completed
and operational, (as determined in the manner specified in para-
graph B, below), and for the further protection of the Holders
of the Bonds during the transitional period prior to such com-
pletion, the Cities hereby additionally covenant and agree as
follows, to -wit:
(1) On the 15th day of the month prior to each Bond in-
terest payment date upon which funds shall not be otherwise
available in the Interest and Sinking Fund for the payment
of Bond interest becoming due and any Bond principal matur-
ing on such interest payment date, the City of Dallas shall
transfer and deposit directly into the Interest and Sinking
Fund an amount equal to 7 /11ths of the total amount deficient
in said Fund for the payment of such principal and /or in-
terest, the moneys for such purposes to be derived by Dallas
from the net revenues ( remaining after payment of any ap-
plicable Love Field Senior Lien Bonds) received by it from
the ownership and operation of Love Field and Redbird or
from any other lawfully available source; and the City of Fort
Worth shall transfer and deposit into the Interest and Sinking
Fund an amount equal to 4 /11ths of the total amount deficient
in said Fund for the payment of the Bond principal and /or
interest thus becoming due or maturing, such moneys to be
derived by Fort Worth from the gross revenues (remaining
after payment of any applicable GSIA and Meacham Field
Senior Lien Bonds) or from any other lawfully available
source.
(2) The Cities to the extent expressed in sub - paragraph
(1) , next above, hereby create, fix and establish a lien and
31
pledge on the respective airport revenues of each City there
described and to the extent therein required subject only to
the lien of the Senior Lien Bonds; and they respectively here-
by agree, with respect to the airports individually owned by
them, to increase, impose, collect and receive tolls, rates, re-
venues and charges from and at Love Field, GSIA, Redbird
and Meacham Field sufficient for such purposes. This cove-
nant shall not require adjustment or revision in agreements
which by their terms are not subject to adjustment or re-
vision.
(3) In order to further protect the Bondholders in the
pledge created in this paragraph A, the City of Dallas from
lawfully available funds agrees to maintain Love Field and
Redbird as operating airports or as airports susceptible of op-
eration; and the City of Fort Worth from lawfully available
funds agrees to maintain GSIA and Meacham Field as oper-
ating airports or as airports susceptible of operation, all at
least until such time as the Regional Airport itself shall be-
come operational.
B. The covenants, commitments and pledges, respectively, of
the Cities contained in paragraph A, next above, shall be in effect
and shall continue only until such time as the Project shall be
completed and becomes operational, after which such pledge and
covenants shall have no force and effect. For the purpose of this
Section, the Project shall be deemed to be "operational' upon the
date upon which all Certificated Air Carrier Services (not other-
wise waived as herein provided) serving Love Field, GSIA, Red-
bird and Meacham Field cease such service at such airports or
commence such service at the Regional Airport.
C. The transitional pledge contained in paragraph A, above,
shall be several with respect to the airports individually owned
by each City, and not joint, and no claim, demand, action, pro-
ceeding, suit or judgment shall ever be asserted, made, pursued
or entered against either of the Cities for the default in that cove-
nant or obligation by the other City, the full scope and extent of
32
such covenant and pledge being limited as to each individual City
to its obligation to deliver and deposit into the Interest and Sink-
ing Fund its proportionate amount required in sub - paragraph (1)
of paragraph A, above, to be deposited therein.
ARTICLE VII
SPECIAL FUNDS AND FLOW OF REvENUEs
SECTION 7.1. Special Funds. In addition to the Operating Reve-
nue and Expense Fund and the Construction Fund, established
as a part of the Joint Airport Fund in Section 17 of the Contract
and Agreement, the Cities hereby establish within the Joint Air-
port Fund and direct that the same be maintained by the Board
as in the case of other funds created by the Contract and Agree-
ment, the following special funds, to -wit:
A. Interest and Sinking Fund;
B. Reserve Fund; and
C. Capital Improvements Fund.
SECTION 7.2. Payment on Account of Senior Lien Bonds. Such
payments shall be made from Gross Revenues each year as may
be necessary to prevent a default in the payment of the Senior
Lien Bonds. Any Gross Revenues thus withdrawn from the Joint
Airport Fund for such purpose shall be restored thereto by the
City for whose account such withdrawals were made at the
earliest practicable date and from such revenues of the City as
may be lawfully available for such purpose.
SECTION 7.3 Flow of Funds. All Gross Revenues, when and
as received by the Board, shall be promptly deposited to the
credit of the Operating Revenue and Expense Fund. All proceeds
from the levy and collection of the Maintenance Tax, after contri-
bution thereof by the Contract and Agreement and this Ordi-
nance, shall be deposited as required by the Contract and Agree-
C
33
went but shall be accounted for separately within the Operating
Revenue and Expense Fund from Gross Revenues otherwise de-
posited therein. Pledged Revenues thus deposited shall be applied
as hereinafter provided and pending such application shall be
subject to the lien, charge and pledge described in Article VI hereof
in favor of the holders of the Bonds. Transfers of Pledged Reve-
nues shall be made in the order in which the following paragraphs
appear, and such order shall constitute priorities as to right and
obligation, to -wit:
A. The Board shall transfer to the Interest and Sinking
Fund, after accounting for the unexpected investment earn-
ings on th moneys on deposit in said Fund —
(1) beginning on Novmber 1, 1973 and on the 1st day
of each month threafter an amount necessary to provide
1 /6th of the amount of interest to become due on the
Series 1968 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 provided from future issues of ompletion Bonds to
pay the interest then becoming due on the Series 1968
Bonds.
(2) beginning on October 1, 1978, and on the 1st day
of each month thereafter through September 1, 1998, the
amount necessary in equal monthly installments to ac-
cumulate during each 12 month period the annual sum
of $1,810,000. If through the prior redemption of
Series 1968 Bonds and /or the purchase thereof in the
open market, it shall be determined that the annual ac-
cumulation required by this sub - paragraph (b) will pro-
duce a surplus in the Interest and Sinking Fund at
maturity of the Series 1968 Bonds, the annual accumu-
lation above required on account of the Series 1968 Bonds
may be accordingly reduced to provide in approximately
equal annual amounts an accumulation at maturity equal
to the amount of Series 1968 Bonds to be outstanding on
said date.
(3) beginning on the dates specified in any ordinance
authorizing future issues of Completion or Additional
34
Parity Bonds the amounts required therein for the pay-
ment of interest on and the payment or accumulation of
principal of said bonds as they mature or as therein
required.
B. During each month, after making the transfers re-
quired by paragraph (1) , next above, the Board shall be au-
thorized to expend any funds remaining on deposit in the
Operating Revenue and Expense Fund for the purpose of
paying the Operation and Maintenance Expenses of the
Board in accordance with the then current annual budget of
the Board.
C. At such times as the Reserve Fund shall contain the
maximum amount required to be on deposit therein pursuant
to Section 8.3.0 and Section 8.4.0 hereof, no transfers shall
be required to be made from Pledged Revenues thereto. How-
ever, if at the close of business on September 30 of any year,
the Reserve Fund shall be deficient and shall contain less than
the maximum amount thus required to be on deposit therein,
then moneys remaining unexpended in the Operating Revenue
and Expense Fund, after making provision for the transfers
required above, shall be deposited to the Reserve Fund in
such amount as may be necessary to restore such deficiency.
D. Moneys remaining unexpended in the Operating
Revenue and Expense Fund at the close of business on
September 30 of any year, after making provision for the
transfers required above and after satisfying or making pro-
vision for the payment of all current legal obligations, if any,
against the Airport or the Joint Airport Fund and after re-
taining therein an amount certified by the Director of Finance
as sufficient to pay estimated Operation and Maintenance
Expenses for a period of three (3) months, shall be deposited
to the credit of the Capital Improvements Fund. It is provided,
however, (a) that until such time as the Cities shall recover
the amounts contributed from City funds to their Initial
Capital Contributions Account A (as described in the Con-
tract and Agreement) for advance planning, engineering and
preliminary expenses (being an aggregate amount of
$2,435,270) the Cities may withhold such amount from the
Capital Improvements Fund and distribute such amount to
the Cities; and (b) if in the Fiscal Year then closing, the
Cities were required to levy and collect the Maintenance Tax
35
under this Ordinance, the Cities may withhold from the
Capital Improvements Fund, to the extent moneys are avail-
able therefor that year, an amount equal to the amount of
Maintenance Tax (or other City funds if used in lieu thereof)
actually contributed to the operation and maintenance of
the Airport for the Fiscal Year thus closing. It is further pro-
vided that at such time or times as the Capital Improvements
Fund shall have accumulated therein the sum of $25,000,000,
such moneys thus remaining on deposit in the Operating
Revenue and Expense Fund may be utilized and devoted to
any lawful purpose.
SECTION 7.4. Uses of Funds. Moneys on deposit to the credit of
the Interest and Sinking Fund and the Reserve Fund shall be
used for the purposes and uses specified in this SECTION 7.4, as
follows —
A. Interest and Sinking Fund — Moneys on deposit in the
Interest and Sinking Fund each year shall be used solely and
exclusively first for the purpose of paying the interest on and
principal of the Bonds as such interest comes due and the
principal thereof matures; and second, after the Airport be-
comes operational and during years in which no principal of
Bonds shall mature, or to the extent of any surplus therein, for
the purpose of calling and redeeming Bonds prior to maturity
at the applicable redemption price and /or for the purpose of
purchasing Bonds in the open market for retirement for
prices not greater than the par value plus accrued interest
of any Bonds thus purchased. The Director of Finance shall
make transfers of the funds on deposit therein to the Paying
Agents for such purposes at least five (5) days prior to the
due date thereof.
B. Reserve Fund. For so long as any of the Bonds shall be
outstanding the Reserve Fund shall be held as a reserve for
the payment of principal and interest on the Bonds when and
if Pledged Revenues on deposit in the Interest and Sinking
Fund shall not be sufficient for such purpose. If such de-
ficiencies occur, the Director of Finance shall transfer money
on deposit in the Reserve Fund to the Interest and Sinking
Fund for the uses specified for that Fund, and the deficiency
thus occurring in the Reserve Fund shall be restored at the
times required by Paragraph C of Section 7.3 hereof.
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C. Capital Improvements Fund. Moneys from time to time
on deposit in the Capital Improvements Fund may be used
(1) to pay any Costs of the Airport, or otherwise paying
the cost of constructing, or otherwise acquiring, extending
or improving (or any combination thereof) the Airport or
any Facilities authorized by law;
(2) to pay the cost of extraordinary or major Operation
and Maintenance Expenses and repairs; and
(3) to pay any Bonds or other obligations payable from
the Gross or Net Revenues of the Airport, if such pay-
ment be necessary to prevent any default in the payment
of such obligations.
Such moneys shall be used to prevent a default in the payment
of any Bonds. Otherwise, the specific uses and time of use
thereof shall be as determined by the Board.
SECTION 7.5. Security and Investment of Funds. For so long as
moneys on deposit in the Joint Airport Fund shall be held by the
Treasurer, the same shall be secured in the manner provided by
the agreement from time to time in effect between the Board and
the Treasurer. In the event the Cities shall elect to place the
moneys in said Fund, or any part thereof, elsewhere, the same
shall be secured at all times in the manner provided by law for
other public funds, and, except for current requirements, shall be
continually invested in appropriate Investment Securities. Earn-
ings on the Construction Fund shall be retained therein for the
purposes of such Fund. Earnings realized by reason of moneys on
deposit in the Interest and Sinking Fund during construction of
the Project shall be transferred to the Construction Fund; there-
after, such earnings shall be retained to the credit of the Interest
and Sinking Fund and shall be applied in reduction of the pay-
ments required therein as aforesaid. Earnings in the Reserve Fund
shall be deposited to the credit of said fund until such time as the
then maximum amount required to be on deposit therein shall be
0 0
37
established therein and thereafter such earnings shall be trans-
ferred to the Operating Revenue and Expense Fund and shall be
considered a part of Gross Revenues. Earnings realized from the
Operating Revenue and Expense Fund shall be retained therein
and shall constitute a part of Gross Revenues.
ARTICLE VIII
SENIOR LIEN, COMPLETION, PARITY, REFUNDING AND
SPECIAL FACILITY BONDS
SECTION 5.1. Senior Lien Bonds for Love Field Improvements.
A. Until such time as the Regional Airport shall become opera-
tional, Dallas shall have the right to issue Senior Lien Bonds by
the terms of which Dallas' share of Gross Revenues may be pledged
to the payment thereof senior in right to the Bonds, but such
right shall be exercised strictly upon and subject to the following
conditions, limitations and restrictions, to -wit:
(1) Such Senior Lien Bonds shall be issued for the sole and
exclusive purpose of obtaining funds for acquiring or con-
structing such improvements, extensions and additions to
Love Field as may be necessary, prudent and essential for
the continued, safe, efficient and effective operation of Love
Field as a major commercial, passenger - oriented airport facility
for the period prior to which the Regional Airport shall be-
come operational. To determine and ascertain this fact the
Dallas City Council shall select a competent professional air-
port engineer or consultant, and if such engineer or consultant
shall execute an opinion that such improvements, extensions
or additions are necessary and essential as aforesaid, then
this requirement shall be deemed conclusively to have been
satisfied.
(2) Dallas shall comply with all terms, conditions and re-
quirements relating to the issuance of parity revenue bonds
contained in the ordinance or ordinances authorizing its then
outstanding Senior Lien Bonds.
T,
(3) A competent airport consultant or consulting firm
furnishes a projection of anticipated revenues from Love
Field and the Regional Airport, and such projection shows
and reflects that Love Field net revenues, together with
7 /11ths of the projected Pledged Revenues throughout the
life of the Series 1968 Bonds and all anticipated Completion
Bonds, are sufficient in amount to pay all Love Field Senior
Lien Bonds then proposed and outstanding and 1.25
times 7 /11ths of all then outstanding Series 1968 Bonds,
and all then outstanding and anticipated Completion Bonds;
and such projection reflects additionally that Dallas' share
of the Maintenance Tax and the Gross Revenues re-
maining after debt service will be sufficient to provide for
the proper operation and maintenance of the Regional Air-
port. For the purpose of determining the amount of anticipat-
ed Completion Bonds, Dallas shall additionally cause to be
prepared and submitted a statement of the Consulting Archi-
tect and /or Consulting Engineer as to the anticipated cost
of completing the Project as of the date of the statement;
and an amount of anticipated Completion Bonds shall be
assumed as being outstanding equal to such amount, com-
puted on the basis of a payout period of 30 years, payable in
equal installments each year, bearing interest at the rate of
6% per annum, and assuming escrowed interest from bond
proceeds for the remaining then estimated period of con-
struction.
(4) The ordinance or ordinances authorizing such Senior
Lien Bonds shall additionally pledge the net revenues of Love
Field to the payment of such Senior Lien Bonds.
(5) Such Senior Lien Bonds shall be subject to prior re-
demption at least semi- annually beginning not later than
during the calendar year 1973.
B. From and after the date upon which the Regional Airport
shall become operational, no additional Senior Lien Bonds shall
be issued by Dallas. It is provided, however, that nothing con-
tained in this Section 8.1 shall be construed to prohibit or limit
the right or power of Dallas, either before or after the Regional
Airport becomes operational, to provide for improvements, exten-
a
39
C
lions or additions to Love Field or Redbird by issuing bonds which
do not include a pledge of any part of the revenues from the
Regional Airport.
SEMort 8.2. Senior Lien Bonds for GSIA Improvements.
A. Until such time as the Regional Airport shall become opera-
tional, Fort Worth shall have the right to issue Senior Lien Bonds
by the terms of which Fort Worth's share of Gross Revenues may
be pledged to the payment thereof senior in right to the Bonds,
but such right shall be exercised strictly upon and subject to the
following conditions, limitations and restrictions, to -wit:
(1) Such Senior Lien Bonds shall be issued for the sole
and exclusive purpose of obtaining funds for acquiring or con-
structing such improvements, extensions and additions to
GSIA as may be necessary, prudent and essential to the con-
tinued, safe, efficient and effective operation of GSIA as a
major commercial, passenger - oriented airport facility for the
period prior to which the Regional Airport shall become
operational. To determine and ascertain this fact the Fort
Worth City Council shall select a competent professional
airport engineer or consultant, and if such engineer or con-
sultant shall execute an opinion that such improvements,
extensions or additions are necessary and essential as afore-
said, then this requirement shall be deemed conclusively to
have been satisfied.
(2) Fort Worth shall comply with all terms, conditions and
requirements relating to the issuance of parity revenue bonds
contained in the ordinance or ordinances authorizing its then
outstanding Senior Lien Bonds.
(3) A competent airport consultant or consulting firm
furnishes a projection of anticipated revenues from GSIA,
Meacham Field and the Regional Airport and such projection
shows and reflects that GSIA and Meacham Field Net
Revenues, together with 4 /11ths of the projected Pledged
Revenues throughout the life of the Series 1968 Bonds and
all anticipated Completion Bonds, are sufficient in amount
to pay all GSIA and Meacham Field Senior Lien Bonds then
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proposed and outstanding and 1.25 times 4 /11ths of all then
outstanding Series 1968 Bonds and all then outstanding and
anticipated Completion Bonds; and such projection reflects
additionally that Fort Worth's share of the Maintenance
Tax and Gross Revenues remaining after debt service
will be sufficient to provide for the proper operation
and maintenance of the Regional Airport. For the purpose
of determining the amount of anticipated Completion Bonds,
Fort Worth shall additionally cause to be prepared and sub-
mitted a statement of the Consulting Architect as to the
anticipated cost of completing the Project as of the date of
the statement; and an amount of anticipated Completion
Bonds shall be assumed as being outstanding equal to such
amount, computed on the basis of a maximum payout period
of 30 years, payable in equal installments each year, bearing
interest at the rate of 6% per annum, and assuming escrowed
interest from bond proceeds for the remaining then estimated
period of construction.
(4) The ordinance or ordinances authorizing such Senior
Lien Bonds shall additionally pledge the gross revenues of
GSIA and Meacham Field to the payment of such Senior Lien
Bonds.
(5) Such Senior Lien Bonds shall be subject to prior re-
demption at least semi - annually beginning not later than
during the calendar year 1973.
B. From and after the date upon which the Regional Airport
shall become operational, no additional Senior Lien Bonds shall
be issued by Fort Worth. It is provided, however, that nothing
contained in this Section 8.2 shall be construed to prohibit or limit
the right or power of Fort Worth, either before or after the Re-
gional Airport becomes operational, to provide for improvements,
extensions or additions to GSIA or Meacham Field by issuing
bonds which do not include a pledge of any part of the revenues
from the Regional Airport.
SECTION 8.3. Project Bonds for Completion of the Regional Air-
port.
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A. The Cities reserve the right to issue Completion Bonds for
the purpose of completing the Regional Airport in the size and
scope contemplated by the over -all preliminary plan of the Board
approved by the Cities and described in the preambles to this
Ordinance, including all Facilities considered by the Board to be
required or incidental thereto. Completion Bonds shall be on a
parity with and shall have the same rights and privileges as the
Series 1968 Bonds.
B. If the issuance of any series of Completion Bonds should cause
the aggregate amount of Bonds to be outstanding to exceed $425,-
000,000, the Board shall obtain a written opinion of an Airport
Consultant to the effect that the Facilities contemplated in con-
nection with said Completion Bonds are needed in order to fulfill
said over -all preliminary plan. If such opinion shall be obtained
as thus required the same shall be conclusive evidence of the
power of the Cities to issue Completion Bonds for completion pur-
poses under this Section 8.3.
C. The Cities shall include within the principal amount of the
first issue of Completion Bonds an amount at least equal to the
average annual amounts of interest to be paid and principal to
be accumulated (and required to be deposited to the credit of the
Interest and Sinking Fund) on account of the Series 1968 Bonds.
The Cities shall also include in such first issue of Completion
Bonds, and in all future issues thereafter, an amount at least equal
to the average annual principal (or principal accumulation) and
interest requirements on each said issue of Completion Bonds. The
amounts thus included in the principal amount of each such issue
of Completion Bonds shall be set aside out of the proceeds from
the sale and delivery of each such issue and shall be deposited to
the credit of the Reserve Fund and shall be used as a reserve for
the purposes prescribed for said Fund in this Ordinance.
SECTION 8.4. Additional Parity Bonds for additional construction.
In addition to the right to issue Completion Bonds, as provided
in Section 8.3, the Cities reserve the right to issue Additional
Parity Bonds for the purpose of improving, constructing, replacing
or otherwise extending the Regional Airport. Additional Parity
Bonds shall be on a parity with and shall have the same rights and
privileges hereunder as the Series 1968 Bonds and the Completion
Bonds. Additional Parity Bonds may be issued upon and subject
to the following covenants and conditions, to -wit:
A. The Cities shall not then be in default in any covenant,
obligation or undertaking contained in this Ordinance or in any
other ordinance hereafter adopted relating to any Bonds
theretofore issued as shown by a certificate of the Director
of Finance, or Executive Director or a similar officer of the
Board.
B. An Airport Consultant shall execute a written certificate
to the effect that during each Fiscal Year while the then out-
standing Bonds and the proposed Additional Parity Bonds
are scheduled to be outstanding (beginning with the Fiscal
Year next following the date upon which the Facilities to be
obtained with the then proposed Additional Parity Bonds
are anticipated to be completed and available for use), the
estimated Pledged Revenues will be at least equal to (1) the
estimated Operation and Maintenance Expenses during each
such Fiscal Year, plus (2) an amount not less than 1.25 times
the average annual principal and interest requirements of all
then outstanding Bonds and the then proposed Additional
Parity Bonds.
C. The Cities shall include in each issue of Additional Parity
Bonds an amount at least equal to the average annual principal
(or principal accumulation) and interest requirements on each
said issue of Additional Parity Bonds. The amounts thus in-
cluded in the principal amount of each such issue of Additional
Parity Bonds shall be set aside out of the proceeds from the
sale and delivery of each such issue and shall be deposited to
the credit of the Reserve Fund and shall be used as a reserve
for the purposes prescribed for said Fund in this Ordinance.
SECTION 8.5. Method of Issuing Completion and Additional Par-
ity Bonds.
A. The Completion Bonds and Additional Parity Bonds of each
series issued pursuant to the authority contained in Sections 8.3
and 8.4 shall be authorized by ordinances supplemental hereto
adopted by the City Councils of the Cities, and the Bonds author-
ized thereby shall be conclusively considered to have been issued
under the authority of this Ordinance and shall have the right to
the lien hereof upon compliance with the requirements of said
Sections and if such ordinances shall specify —
(1) the authorized principal amount of such series and the
designation thereof;
(2) the purpose or purposes for which the Bonds are being
issued and such purposes and the terms of such supplemental
ordinances comply with either Section 8.3 or 8.4 hereof, as
the case may be;
(3) the form of the Bonds being authorized, and the form
of the coupons and any other forms relating thereto;
(4) the date of such Bonds and the maturity dates thereof,
provided that every maturity date shall fall on May 1 or
November 1, or both;
(5) any redemption provisions relating thereto; and
(6) any other matters, including the creation of reserves
and fixing limitations and restrictions in addition to the
limitations and restrictions contained in this Ordinance, as
may be deemed appropriate or necessary and not inconsistent
with the provisions hereof.
B. None of the Bonds at any time outstanding and issued in
accordance with this Ordinance shall be entitled to any priority
one over the other in the application of the Gross Revenues, re-
gardless of the time or times of the issuance thereof.
SECTION 8.6. Refunding Bonds. A. In addition to the Bonds
authorized in Sections 8.3 and 8.4, the Cities shall have the right
in accordance with any applicable law to issue Refunding Bonds
in any manner authorized by law to refund any part or all of any
outstanding Bonds and /or any part or all of any Senior Lien
Bonds at such time or times as the Cities consider appropriate,
subject to the following provisions and conditions, to -wit:
(1) No Refunding Bonds shall be issued which will have a
lien on Gross Revenues prior and superior to any Bonds which
will remain outstanding after the refunding.
(2) No Refunding Bonds payable from any revenues of the
Airport shall be issued on a parity with the bonds herein au-
thorized, unless, either (a) the lien on any revenues of the
Airport of the outstanding bonds thus refunded is on a parity
with or senior to the lien of the Bonds prior to the refunding;
or (b) at the time of the issuance of the Refunding Bonds the
Cities comply with paragraphs A and B of Section 8.4 hereof.
B. The Refunding Bonds thus issued shall enjoy complete equal-
ity of lien with any Bonds which are not refunded.
C. Any Refunding Bonds shall be issued with such details and
in the manner specified in Section 8.5 hereof, except item (2) re-
quired therein.
SECTION 8.7. Special Facility Bonds. The Cities, acting by and
through the Board pursuant to the Contract and Agreement, shall
have the right to enter into contracts, leases or other agreements
pursuant to which the Board will agree to construct and pay all
costs of construction of Special Facilities to be financed by the
issuance by the Cities of Special Facility Bonds in accordance with
this Section. Such costs shall include all of the items enumerated
in paragraph O of Section 2.1 hereof. Such bonds may be issued
upon and subject to the following conditions, to -wit:
M
A. A Net Rent Lease shall be entered into between the
parties thereto pursuant to which the lessee agrees to the
matters specified in the definition of such term and agrees to
cause the payments there required, the rentals thereunder
to be payable over a period not longer than the latest maturity
of the Special Facility Bonds.
B. A second lease, the "Ground Lease," for at least the
same term as the Net Rent Lease, shall be entered into be-
tween the parties to provide for additional rentals for the
ground upon which such Special Facilities are to be located,
which Ground Lease shall provide for rental payments to the
Board payable in periodic installments in amounts not less
than as shall be required pursuant to a schedule or schedules
for rental of ground space at the Airport as fixed from time
to time by the Board, which Ground Rental payments shall
constitute a part of Gross Revenues under this Ordinance.
C. The Net Rent Lease and the Ground Lease may be made
a part of the same instrument or document so long as the
rentals of each are clearly definable and in accordance with
this Ordinance. And in either event such leases may contain
such other provisions not inconsistent herewith as the parties
thereto may agree. Additionally, the Cities may combine into
a single, common fund the revenues and rentals derived from
two or more Net Rent Leases and cause Special Facility
Bonds to be payable from said common fund rather than from
a single Net Rent Lease.
D. No Special Facility Bonds shall ever be payable in
whole or in part from Gross Revenues. After such Special Fa-
cility Bonds have been fully paid and retired all revenues de-
rived from the leasing or operation or use of such Special Fa-
cilities shall be a part of Gross Revenues and shall be subject
to all provisions hereof relating thereto.
ARTICLE IX
MISCELLANEOUS COVENANTS
SECTION 9.1. Budgets and Expenditures. A. Beginning for the
Fiscal Year during which the Airport is scheduled to become
operational, and for each Fiscal Year thereafter, the Board shall,
in accordance with the terms, provisions and requirements of the
Ah
MID
Contract and Agreement, prepare and annually submit to the
Cities an annual budget containing estimates of expenditures and
anticipated Gross Revenues for the next ensuing Fiscal Year. The
estimates of expenditures in connection with the operation of
the Airport shall be classified so as to set forth the data by ac-
counts and funds (including those created in this Ordinance) and
work programs and other details as may be required by the Board
and the Cities. The estimates of Gross Revenues shall be reason-
ably classified as to funds and sources of Income. Such estimates
in addition shall be so prepared as to permit an analysis of Gross
Revenues and of Operation and Maintenance Expenses under the
definitions set forth in this Ordinance. Copies of such budget shall
also be delivered upon request to any Holder of at least 2% in
aggregate principal amount of any Bonds from time to time out-
standing. Additionally, the budget, as in the case of all public
records of the Board, shall be open and available for inspection by
any Bondholder at any reasonable time.
B. All Operation and Maintenance Expenses shall be reasonable
and the total expenditures for the purchase of services, goods or
commodities shall not exceed in any year the total expenditures
thus set forth in the annual budget except on the express approval
of the Board and the Cities in accordance with the Contract and
Agreement.
SEMox 9.2. Completion of the Project. The Cities, to every
extent they lawfully may do so, covenant and agree to proceed
without delay to commence and complete the Project and to make
the Regional Airport revenue producing at the earliest practicable
date by issuing such amount of Completion Bonds, as authorized
by Section 8.3 hereof, as will be necessary or appropriate to make
the Regional Airport capable of producing Revenues in such
amount as will be sufficient to pay the principal and interest on
47
all Bonds from time to time outstanding and to comply with all
other covenants hereof.
SECTION 9.3. Payment of Bonds. Subject to the provisions of
Section 2.2 and Section 6.3 hereof, the Cities agree promptly to pay
the principal of and interest on every Bond at the place, on the
dates, and in the manner specified herein and in the Bonds and
coupons appertaining thereto.
SECTION 9.4. Rates, Charges and Free Use of Land.
A. The Board, shall fix, place into effect, directly or through
leases, contracts, agreements with users of the Airport, an initial
schedule of rentals, rates, fees and charges for the use, operation
and occupancy of the Airport premises and Facilities and the serv-
ices appertaining thereto, which shall produce Pledged Revenues
in the amounts provided in paragraph B, next below. From time
to time and as often as it shall appear necessary, the Executive
Director and his appropriate administrative personnel shall make
recommendations to the Board as to the revision of the schedule
of rentals, fees and charges. Upon receiving such recommendations
the Board shall revise, insofar as it may legally do so, the rentals,
fees and charges for the use, operation and occupancy of the Air-
port, its Facilities and the services appertaining thereto in order
continually to fulfill the requirements of this covenant. This cove-
nant shall not be construed to require adjustment or revision in
long -term agreements which by their terms are not subject to
adjustment or revision.
B. The total rentals, rates, fees and charges required by para-
graph A, next above, shall be at least sufficient to produce in each
Fiscal Year Gross Revenues sufficient to pay the Operation and
AMk
a-]
Maintenance Expenses thereof, plus 1.25 times the amount re-
quired that year to be deposited into the Interest and Sinking
Fund, and plus an amount equal to any other obligations payable
from the revenues of the Airport. The Board shall cause all rent-
als, fees, rates and charges appertaining to the Airport to be
collected when and as due; shall prescribe and enforce rules and
regulations for the payment thereof and for the consequences of
non - payment for the rental, use, operation and occupancy of and
services by the Airport, and shall provide methods of collection
and penalties to the end that the Gross Revenues herein pledged
shall be adequate to meet the requirements hereof.
C. The Cities agree, to the full extent they lawfully may, that
no free use of the land, public roads and ways comprising a part
of the Airport shall be allowed or permitted for commercial pur-
poses by private or commercial concerns providing direct service
to the traveling public and no rights -of -way, easements, access or
uses on or across said lands or public roads and ways for com-
mercial purposes shall be granted except through easement, fran-
chises or permits granted, and for consideration fixed, by the
Board, and moneys received therefrom shall constitute a part of
Gross Revenues.
D. Dallas agrees and covenants to use its best efforts to es-
tablish and collect rates, revenues and charges for the use of Love
Field as will be sufficient to pay all Senior Lien Bonds issued in
connection therewith, so as to preserve all Gross Revenues for
the payment of Bonds. Fort Worth agrees and covenants to use
its best efforts to establish and collect rates, revenues and charges
for the use of GSIA and Meacham Field as will be sufficient to
pay all Senior Lien Bonds issued in connection therewith, so as to
preserve all Gross Revenues for the payment of Bonds.
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49
F-1
L
SECTION 9.5. Competition, Optimum Airport Development.
A. It is acknowledged and understood by the Cities that they,
in Love Field, Redbird, GSIA and Meacham Field, own and oper-
ate airports which by their nature are potentially competitive
with the operation of the Regional Airport. It is further acknow-
ledged and recognized that the revenues to be derived from those
airport facilities are not, under the terms of this Ordinance,
pledged to the payment of the Bonds, except under the circum-
stances described in Section 6.3 hereof. Accordingly, the Cities,
each with respect to its own individually owned airport facilities,
as above named, hereby covenant and agree that from and after
the effective date of this Ordinance, shall take such steps as may
be necessary, appropriate, and legally permissible (without violat-
ing presently outstanding legal commitments or covenants pro-
hibiting such action) , to provide for the orderly, efficient and
effective phase -out at Love Field, Redbird, GSIA and Meacham
Field, of any and all Certificated Air Carrier Services, and to
transfer such activities to the Regional Airport effective upon the
beginning of operations at the Regional Airport.
From time to time hereafter, the Board may review the effect
and application of such covenant, and, by concurring action of
not less than eight (8) of its members, the Board may reasonably
limit its scope and effect and may waive its application in specific
instances if it shall first determine that such action is necessary
(1) in the interest of the public safety; (2) in the interest
of prudent and efficient operations at the Regional Airport;
or (3) in the interest of satisfying an overriding public need for
decentralized Certificated Air Carrier Services in the Dallas -
Fort Worth metropolitan region considered as a whole. However,
in order to promote, by voluntary agreement, the full use of the
Regicnal Airport at the earliest practicable date by commercial
50
air carriers, the Board shall be authorized to establish policies
and to make uniformly applicable and non - discriminatory agree-
ments with air carriers regarding the instances, if any, in which
the above power granted to the Board will or will not be exer-
cised, and no limitations on such covenant shall be promulgated
or its application in specific instances waived if the result thereof
would be to violate such agreements. And in no event, by agree-
ment with air carriers or otherwise, shall limitations or waivers of
such covenant allowing a commencement or resumption of Certi-
ficated Air Carrier Services at any other airport or airports be
adopted if the result thereof would be the reduction in Pledged
Revenues below the amount required to satisfy the provisions of
Section 9.4 hereof, unless the City (or the Cities in the case of
more than one airport) shall also pledge to the payment of all
Bonds, by appropriate official action, such part of the revenues
from the airport or airports to which such services are to be trans-
ferred, resumed or originally commenced, as will justly compensate
the Regional Airport (at rates then in effect thereat for similar
services), for the loss of such services and the gross Revenues
therefrom.
The Board's power under this paragraph shall not include the
power to order or direct that specific Aircraft uses be placed at
other specific airports unless the owner thereof shall consent to
such action or unless such other airport is, or airports are, at the
time subject to the control and jurisdiction of the Board.
B. In addition to the covenant of the Cities contained in para-
graph A, next above, regarding the transfer of Certificated Air Car-
rier Services, the Cities further agree that they will through every
legal and reasonable means promote the optimum development of
the lands and Facilities comprising the Regional Airport at the
earliest practicable date, thus to assure the receipt of Bross Rev-
Ah
51
enues therefrom to the maximum extent possible, and neither the
Cities nor the Board will undertake with regard to the Regional
Airport, Love Field, GSIA, Meacham Field or Redbird, any ac-
tion, implement any policy, or enter into any agreement or con-
tract which by its or their nature would be competitive with or
in opposition to the optimum development of the Regional Air-
port and the use of its lands and Facilities at the earliest practi-
cable date; and none of the airports of the Cities shall be put to
or developed for any use which by the nature thereof the optimum
use and development of the Regional Airport, including its air
and land space, at the earliest practicable date will be impaired,
diminished, reduced or destroyed. It is provided, however, that
nothing in this paragraph shall be construed to prohibit the pro-
motion and full development of the operation of reasonable Air-
craft uses (other than Certificated Air Carrier Services) at Love
Field, Redbird and Meacham Field, or Aircraft operations of any
type at GSIA if the same shall ever be made a part of the Regional
Airport. Otherwise, Aircraft uses at GSIA shall not be permitted
after the Regional Airport becomes operational.
SECTION 9.6. Transfers of Airport and Facilities.
A. So long as any Bonds are outstanding and unpaid, the Cities
shall not sell, transfer, or in any manner dispose of or otherwise
alienate, any part of the property comprising the Airport. It is
provided, however, that:
(1) the Cities may acquire additional property as an ex-
tension to the Airport additional to that reflected within the
preliminary boundaries contained in the Board's over -all pre-
liminary plan of the Airport and shall be authorized to grant
rights of foreclosure in connection with mortgages, pledges,
or other encumbrances of the land or revenues thereof fixed
in connection with such acquisition and the Special Facilities
to be placed therein, such mortgages and pledges being hereby
authorized subject to the restrictions applicable to Special
Facilities;
52
(2) the Cities shall have the right to sell or otherwise dis-
pose of any property, real or personal, which shall be no long-
er necessary, appropriate or required for the use of, profitable
to, or for the best interests of the Board in operation of the
Airport. The net proceeds of any sale pursuant to this pro-
vision shall be used for the purpose of replacing properties or
equipment at the Airport, if necessary, or shall be deposited
into the Capital Improvements Fund; except that the proceeds
from the sales of surplus land may be distributed to the
Cities as a return of capital under the Contract and Agree-
ment.
B. Notwithstanding the provisions of paragraph A, next above,
the Cities retain, reserve, and shall have the right and privilege
of transferring, selling, leasing or disposing of the entire properties
and Facilities constituting the Regional Airport to another political
body or political sub - division of the State of Texas which shall
be authorized by law to own and operate airports, subject to the
following conditions, to -wit:
(1) The governing body of such political entity by lawfully
adopted and effective ordinance, order, resolution or by other
appropriate action, shall expressly and unequivocally assume
each and every, all and singular, the covenants, obligations,
duties and responsibilities of the Cities and the Board im-
posed by this Ordinance and all ordinances supplemental here-
to or adopted in connection with the issuance of any future
issues of Bonds.
(2) If such properties and Facilities comprising the Region-
al Airport shall be sold to such political body and such sale
shall be on a deferred - payment basis, such deferred payments
shall be junior and subordinate to all payments required here-
in to be made to or on account of any Bonds from time to
time outstanding; or, if the purchase price is to be made in
cash at the time of sale, no part thereof shall be or shall have
been derived from Revenues.
(3) If the political body to which such assets are trans-
ferred or assigned shall have taxing power, then its governing
body by appropriate action shall levy and agree to impose
and collect a tax in an amount equivalent to the money which
53
can be derived from time to time by the Maintenance Tax
for the purpose of operating and maintaining the Regional
Airport; and, if such transferee is without taxing power, then
the Cities shall as a part of the terms and agreements of such
transfer or sale confirm by appropriate ordinance, order or
resolution the continuation of their obligation to impose or
collect the Maintenance Tax to the extent required by this
Ordinance.
(4) As a part of the details of any such transfer, the Cities,
either (a) shall also transfer supervision, control and jurisdic-
tion over Love Field, GSIA, Redbird and Meacham Field and
any other airports under their supervision, ownership or con-
trol so that such transferee shall be equipped to fulfill and
honor the commitments against competition contained in this
Ordinance; or (b) as a part of the terms and conditions of
such transfer, by ordinance, order, resolution or other ap-
propriate action, shall ratify and confirm themselves to be
bound by the covenants against competition with the Regional
Airport contained in this Ordinance.
SECTION 9.7. The Contract and Agreement. The Cities here-
by covenant and agree for the benefit of the holders of the
Bonds that they shall honor, fulfill, and enforce the Contract
and Agreement between themselves; except that the Cities
hereby amend the Contract and Agreement by deleting there-
from sub - paragraph (1) (d) (iii) of Paragraph C of Section 17
thereof, which deals with contributions on account of revenue
bonds issued for land acquisitions; and from and after the
date hereof such provision shall be null and void. The Cities
reserve the right by mutual agreement to additionally amend
or supplement the Contract and Agreement from time to time
in such respects as they shall consider appropriate so long as
the effect of such amendment will not be to impair or diminish
the rights of the holders of Bonds; and they shall have the
right to dissolve the Contract and Agreement upon transfer
of the Regional Airport in accordance with Section 9.6.B
hereof.
54
SECTION 9.8. Refunding Senior Lien Bonds, Other Contracts. To
every extent they legally may do so, the Cities covenant and agree
to use their best efforts to retire or refund all outstanding Senior
Lien Bonds prior to the date upon which the Regional Airport
becomes operational and to satisfy or settle on reasonable bases
any contractual commitments of the Cities which by their nature
inhibit or restrict the Cities' ability to honor completely the cove-
nants against competition contained in this Ordinance.
SECTION 9.9. Standard of Operation. The Regional Airport shall
be maintained in an efficient, operating condition; and such im-
provements, enlargements, extensions, repairs and betterments
shall be made thereto as shall be necessary or appropriate in the
prudent management thereof to insure its economic and efficient
operation at all times, to maintain it in good repair, working order
and operating condition; and such standards shall be maintained
as may be required in order that the same will be approved
by all proper and competent agencies of the Federal Government
for the landing and taking -off of Aircraft operating in scheduled
service, and as a terminal point of the Cities for the receipt and
dispatch of passengers, property and mail by Aircraft.
SECTION 9.10. Rules and Regulations. The Board, shall establish
and enforce reasonable rules and regulations for the use and oc-
cupancy, management, control, operation, care, repair and main-
tenance of the Airport. The Board will comply with all valid acts,
rules, regulations, orders and directives of any executive, adminis-
trative or judicial body applicable to the Airport, unless the same
shall be contested in good faith, all to the end that it will remain
operative at all times.
SECTION 9.11. Federal Financial Assistance. The Board, will,
insofar as they may legally do so, maintain, preserve, keep, and
55
operate the Airport in such manner as will qualify the Airport to
receive maximum financial aid from Federal or State sources,
which aid may be sought and procured if available on fair and
reasonable terms (in the sole opinion of the Board) which are
not inconsistent with the provisions of this Ordinance and when
in the best interests of the overall financial and operating condi-
tions of the Airport and the Joint Airport Fund.
SECTION 9.12. Books, Audits, Inspection.
A. So long as any Bonds remain outstanding, proper books of
record and account will be kept by the Board, separate and apart
from all other records and accounts of the Cities, showing com-
plete and correct entries of all transactions relating to the Airport.
B. The Board shall, after the close of each Fiscal Year, cause an
audit of such books and accounts to be made by an Independent
Accountant. Each such audit will be available for inspection by
any Holder of any of the Bonds. Each such audit, in addition to
whatever matters may be thought proper by the accountant to be
included therein, shall include the following:
(1) the year's total cost of preparing, constructing, other-
wise acquiring and improving Airport Facilities;
(2) the revenues derived from the leasing or other opera-
tion or use of the Airport and of the disposition thereof for
such year;
(3) the amount of Gross Revenues during the period cov-
ered;
(4) the total amount of Operation and Maintenance Ex-
penses for the period;
(5) the Net Revenues for the period, including a statement
as to whether or not the requirements of Section 9.4 have been
met;
(6) a balance sheet and financial statement as of the end
of such Fiscal Year, including the amount on hand, both cash
and investments, in each of the accounts and funds created
within the Joint Airport Fund, together with a listing of all
obligations payable from Gross Revenues or Net Revenues;
(7) the Accountant's comment regarding the Board's meth-
ods of operation and accounting practices and the manner in
which the Cities and the Board have carried out the require-
ments of this Ordinance and any other ordinance and other
proceedings authorizing the issuance of outstanding Bonds
or other obligations payable from the Revenues of the Air-
port, and the Accountant's recommendation for any change
or improvements in the operation of the Airport as relates to
such books and accounts; and
(8) a list of the insurance policies in force at the end of
the Fiscal Year, setting out as to each policy the amount of
the policy, the risks covered, the name of the insurer, and the
expiration date of the policy.
C. All expenses incurred in the making of the audits and re-
ports required by this Section shall be regarded and paid as Oper-
ation and Maintenance Expenses except during construction of the
Project when it shall be treated as a Cost of the Project. The Board
shall furnish forthwith (and in any event within sixty (60) days
from the time the audit and report is filed with the Cities) a copy
of each of such audits and reports to any Holder of at least 2%
of the Bonds at his request.
D. Subject to security and safety regulations of the Board, a
representative of any Holder or Holders of two percentum (2 %) in
aggregate principal amount of the Bonds at the time outstanding
shall have the right at reasonable times to inspect the Airport and
the records, accounts and data of the Board relating thereto.
SEMON 9.13. Casualty Insurance.
A. From and after the time when the contractors, or any of
them, engaged in constructing, improving, extending or equipping
the Airport, or any part thereof, shall cease to be responsible pur-
suant to the provisions of their respective contracts for such work
57
or construction for loss or damage thereto occurring from any
cause, the Board will insure and at all times keep the Facilities
of the Airport insured to the extent insurable in a responsible in-
surance company, companies or carriers authorized and qualified
under the laws of the State of Texas to assume the risk thereof
against direct physical damage or loss from fire and so -called ex-
tended coverage perils in an amount not less than eighty per cen-
tum (80 %) of the replacement value of the property so insured
and to the extent not insured by others; provided, however, that
if at any time the Board shall be unable to obtain such insurance
to the extent above required, the Board will maintain such insur-
ance to the extent reasonably obtainable. The Board shall be
authorized to obtain insurance against any other risks or type of
loss as are or shall be customarily covered or obtained at other
major airports.
B. Immediately after any loss or damage to any property of
the Airport which is covered by insurance, the Board shall cause
plans and specifications for repairing, replacing or reconstructing
the damaged or destroyed property to be prepared and an esti-
mate of the cost thereof obtained. The proceeds of all insurance
referred to in this Section shall be available for, and to the extent
necessary applied to, the repair, replacement and reconstruction
of the damaged or destroyed property. If such proceeds are more
than sufficient for such purpose, the balance remaining shall be
paid —
(1) into the Capital Improvements Fund to the extent nec-
essary to bring the amount on deposit therein up to the then
minimum requirement;
(2) into the Operating Revenue and Expense Fund as
Gross Revenues.
If such proceeds shall be insufficient to repair, replace or recon-
struct the damaged or destroyed property, the deficiency may be
supplied from moneys in Capital Improvements Fund or any other
funds legally available for such purposes. If the cost of repairing,
replacing or reconstructing the damaged or destroyed property as
estimated shall not exceed the proceeds of insurance and other
moneys legally available for such purpose, the Board will forthwith
commence and diligently prosecute the repair, replacement or re-
construction of the damaged or destroyed property. The proceeds
of any insurance not applied within eighteen (18) months after
receipt by the Board to the repairing, replacing or reconstructing
of the damaged or destroyed property shall be transferred to the
Capital Improvements Fund.
SECTION 9.14. Use and Occupancy, Liability, and Other Insur-
ance.
A. The Board, subject to the approval of the City Attorneys of
the Cities, may carry with a responsible insurance company
or companies authorized and qualified under the laws of the State
of Texas insurance covering the risk of loss of revenues during
necessary interruptions, total or partial, due to damage or destruc-
tion of the Airport, however caused, upon and subject to the fol-
lowing conditions, to -wit:
(1) Such requirement shall be only to the extent not pro-
vided for in leases and agreements with the Board, and in
any event shall be in such amount as the Executive Director
shall estimate as being sufficient to provide a full normal in-
come during the period of interruption.
(2) Such insurance shall cover a reasonable period of re-
construction, as estimated by the Executive Director; and the
same may exclude losses sustained by the Cities during the
first fourteen (14) days of any total or partial interruption of
use.
(3) If at any time the Board shall be unable to obtain such
insurance to the extent above required, at reasonable prices,
it shall carry such insurance to the extent reasonably obtain-
able.
C
59
In ascertaining a full normal income for such insurance, the Exe-
cutive Director shall give consideration to the expected, as well as
current and prior revenues, from the leasing or other operation or
use of such facilities or from other sources, and may also make
allowances for any probable decrease in operation and maintenance
costs while use is interrupted. Any proceeds of such insurance
shall be deposited to the credit of the Operating Revenue and Ex-
pense Fund and shall be subject to the uses and shall be applied
as provided for moneys in said Fund.
B. Insurance in the form and amount recommended by the City
Attorneys of the Cities shall be obtained insuring against liability
to any person sustaining death, bodily injury or property damage
by reason of material defects or want of repair in or about the
Airport, or by reason of the negligence of any employee, and
against such other liability to persons and property to the extent
attributed to the ownership and operation of the Airport.
SECTION 9.15. Land Title and Rights. No funds from the pro-
ceeds of Bonds shall be paid for labor or to contractors, builders
or materialmen on account of the construction, improvement or
enlargement of the Airport unless such improvements or enlarge-
ments are located on lands good and marketable title to which
shall be owned or can be acquired by the Cities in fee simple, or
over which the Cities shall have acquired or can acquire easements
or rights sufficient for the purposes of such improvements and en-
largements. Additionally, no payments shall ever be made from
the proceeds of any Bonds for the acquisition of real property or
any interest therein unless and until the Cities shall have received
an opinion of the City Attorneys of the Cities to the effect that
upon acquisition all necessary and good and sufficient title to such
property or the interest therein to be acquired, free and clear of
encumbrances, will be vested in the Cities and shall be subject
•1
to the control and jurisdiction of the Board pursuant to the terms
of the Contract and Agreement.
SECTION 9.16. Encumbrances by Cities, Board, or Others. The
Cities shall not hereafter issue any bonds or other obligations pay-
able from the Gross Revenues or Net Revenues and having alien
on a parity with or senior to the Bonds, except as provided in Ar-
ticle VIII hereof, and it is covenanted and agreed that no mort-
gages or other liens of any kind shall be permitted to be attached
or imposed upon any lands constituting a part of the Airport, ex-
cept as expressly provided otherwise herein. Additionally the
Board shall require the inclusion in all Net Rent Leases and
Ground Leases provisions to the effect that the same are taken
subject to the terms and provisions of this Ordinance; that the
lessee shall not enter into any contracts of a nature such that liens
of any nature or kind are permitted to become attached to the
remainder interests of the Board and the Cities thereunder; that
the holders of such leasehold interests, when rendering or other-
wise declaring the fair market value thereof, within the taxing
jurisdictions in which situated and when required by law, shall
render the fair market value of the lessee's interest, irrespective of
the term thereof, based upon the value of a comparable facility
situated on private property. All or other interest in the
Board as Airport and publicly owned property, including the re-
mainder or other interest, shall be and remain always exempt from
and not subject to ad valorem taxation. The holders of such leases
shall never suffer or permit to be imposed or attached to any such
leasehold interests any liens for taxes. No action or default on the
part of such lessees shall be construed to create a lien on the in-
terests of the Cities in such Facilities or land.
SECTION 9.17. Warranties. The Cities hereby covenant and war-
rant that they presently have the legal right, power and authority
9
61
to construct the Airport in accordance with the terms of the Con-
tract and Agreement and this Ordinance and that other than as
provided by this Ordinance there are no liens or encumbrances of
any nature whatsoever on or against the Airport, any Facilities
thereof, or the Gross Revenues and that none shall be permitted
to exist, except as herein provided or recited.
ARTICLE X
EVENTS OF DEFAULT
SECTION 10.1. Description. Each of the following occurrences or
events for the purposes of this Ordinance shall be and is hereby
declared to be an "Event of Default," to -wit:
A. The failure to make payment of the principal of any of
the Bonds when the same shall become due and payable;
B. The failure to pay any installment of interest when
the same shall become due and payable and such failure shall
continue for a period of thirty (30) days after the due date
thereof;
C. Default in any covenant, undertaking or commitment
contained in the Contract and Agreement, the failure to per-
form which materially affects the rights of the holders of the
Bonds, including but not limited to their prospect or ability
to be repaid in accordance with the terms and provisions of
this Ordinance, and the continuation thereof for a period of
sixty (60) days after notice of such default by any Holder of
any Bonds;
D. The Cities or the Board shall discontinue or unreason-
ably delay or fail to carry out with reasonable dispatch the
reconstruction of any part of the Airport which shall be des-
troyed or damaged and which shall materially affect the rev-
enue producing capacity thereof;
E. An order or decree shall be entered by a Court of com-
petent jurisdiction with the consent or acquiescence of the
Cities appointing a receiver or receivers for the Airport or for
or of the rentals, rates, revenues, fees or charges derived there-
62
from; or if any order or decree having been entered without
the consent or acquiescence of the Cities shall not be vacated
or discharged or stayed on appeal within ninety (90) days
after entry;
F. The Cities shall default in the due and punctual per-
formance of any other of the covenants, conditions, agree-
ments and provisions contained in the Bonds or in this Ordi-
nance on their part to be performed, and if such default shall
continue for thirty (30) days after written notice specifying
such default and requiring the same to be remedied shall have
been given to the Cities, or to the Board by the holders of not
less than two percentwu (2 %) in aggregate principal amount
of the Bonds then outstanding.
SECTION 10.2. Remedies for Defaults.
Upon the happening and continuance of any of the Events of
Default as provided in Section 10.1 hereof, then and in every case
any Bondholder, including but not limited to a trustee or trustees
therefor, may proceed against the Cities and the Board, for the
purpose of protecting and enforcing the rights of the Holders of
Bonds or coupons under this Ordinance, by mandamus or other
suit, action or special proceeding in equity or at law, in any court
of competent jurisdiction, for any relief permitted by law, includ-
ing the specific performance of any covenant or agreement con-
tained herein, or thereby to enjoin any act or thing which may be
unlawful or in violation of any right of the Bondholders hereunder
or any combination of such remedies. It is provided, however, that
all such proceedings at law or in equity shall be instituted, strictly
subject to the provisions of Article II hereof and to Section 6.3
hereof, and shall be had and maintained for the equal benefit of
all holders of the Bonds and the coupons then outstanding. Each
right or privilege of any Bondholders (or trustee thereof) shall be
in addition to and cumulative of any other right or privilege and
63
the exercise of any right or privilege by or on behalf of any Holders
shall not be deemed a waiver of any other right or privilege thereof.
ARTICLE XI
AMENDMENTS TO ORDINANCE
SECTION 11.1. Limitations.
A. This Ordinance may be amended by concurrent ordinances
adopted by the City Councils, without receipt by the Cities of
additional consideration, but with the written consent of the
Holders of sixty -six and two - thirds percent (66- 2 /a %o) of the Bonds
outstanding hereunder at the time of the adoption of such
amendatory ordinance (not including in any case any Bonds
which may then be held or owned for the account of Cities, but
including such refunding bonds as may be issued for the purpose
of refunding any of the Bonds if not owned by the Cities); pro-
vided, however, that no such concurrent ordinance shall have the
effect of permitting—
(1) an extension of the maturity of any Bonds;
(2) a reduction in the principal amount of any Bonds, the
rate of interest thereon, or the redemption premium payable
thereon;
(3) the creation of a lien upon or a pledge of revenues rank-
ing prior to the lien or pledge created hereby except as ex-
pressly permitted herein;
(4) a reduction of the principal amount of bonds required
for consent to such amendatory ordinance; or
(5) the establishment of priorities as among Bonds; or
(6) the modification of or otherwise affecting the rights of
the holders of less than all of the Bonds then outstanding.
It is provided, however, that the Cities may, in connection with
the issuance of any future Bonds, or additional ordinance of any
r� ,
type, impose upon themselves, without the consent of the Bond-
holders, additional, more restrictive covenants than as may herein
be contained.
B. Notice of Amendment. Whenever the Cities shall propose
to amend or modify this Ordinance under the provisions of this
Section, the Board shall cause notice of the proposed amendment
to be published one time in a Newspaper, and published one time
in a financial newspaper or journal published in the City of New
York, New York. Such notice shall briefly set forth the nature
of the proposed amendment and shall state that a copy of the
proposed amendatory ordinance is on file in the office of the Board
for public inspection.
C. Time for Amendment. Whenever at any time within one (1)
year from the date of the first publication of said notice there
shall be filed in the office of the Board an instrument or instruments
executed by the Holders of at least sixty -six and two - thirds per -
centum (662/3 %0) in aggregate amount of the Bonds then out-
standing, as in this Section required, which instrument or
instruments shall refer to the proposed amendatory ordinance
described in said notice, and shall specifically consent to and
approve the adoption thereof, the Cities may adopt such
amendatory ordinance and the same shall become effective.
D. Binding Consent. If the Holders of at least sixty -six and
two - thirds percentum (662 /3 %) in aggregate principal amount of
the Bonds outstanding, as in this Section required, at the time of
the adoption of such amendatory ordinance, or the predecessors
in title of such Holders, shall have consented to and approved
the adoption therein as herein provided, no Holder of any Bond,
whether or not such Holder shall have consented to or shall have
0
65
revoked any consent as in this Section provided, shall have any
right or interest to object to the adoption of such amendatory
ordinance or to object to any of the terms or provisions therein
contained or to the operation thereof or to enjoin or restrain the
Cities from taking any action pursuant to the provisions thereof.
E. Time Consent Binding. Any consent given by the Holder
of a Bond pursuant to the provisions of this Section shall be
irrevocable for a period of six (6) months from the date of the
first publication of the notice above provided for and shall be
conclusive and binding upon all future holders of the same Bond
during such period. At any time after six (6) months from the
date of the publication of such notice, such consent may be re-
voked by the Holder who gave such consent or by a successor
in title by filing notice of such revocation with the Board, but
such revocation shall not be effective if the Holders of sixty -six
and two - thirds percentum (662/3 %) in aggregate principal amount
of the Bonds outstanding, prior to the attempted revocation, con-
sented to and approved the amendatory ordinance referred to
in such revocation.
F. Proof of Instruments. The fact and date of the execution of
any instrument under the provisions of this Section may be proved
by the certificate of any officer in any jurisdiction, who by the laws
thereof is authorized to take acknowledgments of deeds within
such jurisdiction, that the person signing such instrument acknow-
ledged before him the execution thereof; or such facts may be
proved by an affidavit of a witness to such execution sworn to
before such officer.
G. Proof of Ownership. The amount and numbers of the Bonds
held by any person executing such instrument and the date of
66
his holding the same may be proved by a certificate executed by
a responsible bank or trust company showing that upon the date
therein mentioned such person had on deposit with such bank
or trust company the bonds described in such certificate.
ARTICLE XII
SEVERABILITY AND REPEAL
SECTION 12.1. Ordinance Irrepealable. After any of the Bonds
shall be issued, this Ordinance shall constitute a contract between
the Cities and the Holder or Holders of the Bonds from time to
time outstanding, and this Ordinance shall be and remain irrepeal-
able 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 Pay-
ing Agent or another National Banking Association equal in
amount to the aggregate principal amount of Bonds outstanding
plus interest and any applicable premium to their earliest redemp-
tion date, or, if none, to their maturity.
SECTION 12.2. Severability. 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.
67
SEMON 12.3. Repealer. All orders, resolutions and ordinances,
or parts thereof, inconsistent herewith are hereby repealed to the
extent of any such inconsistency.
ADOPTED AND CORRECTLY ENROLLED November 11, 1968.
...........
(SEAL) May , City of Dallas, Texas
ATTEST•
vr� L i
................................................. ...............................
City Secretary, City of Dallas, Texas
As RM:
.y ...........y'. y.... .. .
i Attorne C t o Dallas Texad
ADOPTED November 12, 1968.
I1- 1
(SEAT.) Mayor, City
01
47.,f
... ........ .................
retary, City of Fort Worth, Texas
APPROVED As TO FORM AND LEGALITY:
�..... /.... .... ............................... 1
900!
City Attorney, City of Fort Worth, Texas
IC
THE STATE OF TEXAS
COUNTIES OF DALLAS AND TARRANT
CITIES OF DALLAS AND FORT WORTH
CITY SECRETARIES' CERTIFICATE
The undersigned, Harold G. Shank, City Secretary of the
City of Dallas, Texas, and Roy A. Bateman, City Secretary of the
City of Fort Worth, Texas, do hereby certify, each with respect
to the matters pertaining to the official records of his City,
as follows:
1. That the above and foregoing is a true and correct
copy of an ordinance adopted by the City of Dallas as Ordinance
No. 12352, at a regular meeting of the City Council thereof on
November 11, 1968; and by the City of Fort Worth as Ordinance
No. 6021, at a regular meeting of the City Council thereof on
November 12, 1968;
2. That on the date of said Council meeting of the City
of Dallas, the following were the duly elected members and officers
of said Council, to -wit:
J. Erik Jonsson, Mayor
Frank A. Hoke, Mayor Pro -Tem
William E. Cothrum
Charles G. Cullum
Mrs. C. F. Hamilton Councilmen
Jack F. McKinney
Abe Meyer
Jack Moser
Jesse Price
Harold G. Shank City Secretary;
that all of said members were present at said meeting except
Mayor Pro -Tem Frank A. Hoke, and that upon motions duly made and
seconded on three separate readings and a suspension of the rules
of the Council, said Ordinance was unanimously adopted finally
by the Council and was effective as to said City immediately upon
its adoption, all in accordance with the Charter of the City;
3. That on the date of said Council meeting of the City
of Fort Worth, the following were the duly elected members and
officers of said Council, to -wit:
0 Is I
N
DeWitt McKinley,
Mayor
William R. Sarsgard,
Mayor Pro -Tem
Frank G. Dunham, Jr.
Dr. Edward W. Guinn
Harris P. Hoover
W. S. Kemble, Jr.
Councilmen
Ira Kersnick
.
R. M. Stovall
.
Vaughn Wilson
.
Roy A. Bateman
City Secretary;
that all of said members were present at said meeting except
Ccuncilmen Dunham and Wilson; and that upon motion duly made
and seconded, said Ordinance was unanimously adopted by the
Council, and was effective as to said City immediately upon its
adoption, all in accordance with the Charter of the City.
EXECUTED this November Sr , 1 8.
(SEAL)
(SEAL)
Harold G. Shank, City Secretary,
City of Dallas, Texas
lye
R y V Bateman, City Secretary,
City of Fort Worth, Texas