HomeMy WebLinkAboutOrdinance 7432 CITY OF DALLAS ORDINANCE
CITY OF FORT WORTH ORDINANCE
NO.
AN ORDINANCE
ADOPTED CONCURRENTLY BY THE CITY COUNCILS , RESPECTIVELY,
OF THE CITIES OF DALLAS AND FORT WORTH AUTHORIZING
THE EXECUTION AND DELIVERY OF THE SERIES 1968 DALLAS-
FORT WORTH REGIONAL AIRPORT JOINT REVENUE BONDS
REDEMPTION AGREEMENT, THE DALLAS-FORT 17RTH REGIONAL
AIRPORT SERIES 1970A JOINT REVENUE BONDS ESCROW
AGREEMENT AND THE DALLAS-FORT WORTH REGIONAL AIR-
PORT SERIES 1973 JOINT REVENUE BONDS ESCROW AGREEMENT.
WHEREAS, concurrently herewith the City Councils ,
respectively, of the Cities of Dallas and Fort Worth have
passed the Seventh Supplemental Regional Airport Concurrent
Bond Ordinance authorizing the issuance of the Dallas-Fort
Worth Regional Airport Joint Revenue Refunding Bonds , Series
1976, in the aggregate principal amount of $93 , 500, 000
(the "Series 1976 Bonds") for the purpose of refunding the
Series 1968, the Series 1973 and part of the Series 1970A
Regional Airport Joint Revenue Bonds ; and
WHEREAS, the Series 1968 Bonds are to be redeemed
and retired on the date the Series 1976 Bonds are delivered
to the purchasers thereof pursuant to the terms of the Series
1968 Dallas-Fort Worth Regional Airport Joint Revenue Bonds
Redemption Agreement (the "1968 Agreement") by and between
the Cities of Dallas and Fort Worth, the First National Bank
in Dallas (the bank of payment for the Series 1968 Bonds) ,
and the holders of the outstanding Series 1968 Bonds ; and
WHEREAS, the Series 1970A Bonds to be refunded are
to be paid and retired on November 1, 1981 , the redemption
date for said Bonds , pursuant to the terms of the Dallas-
Fort Worth Regional Airport Series 1970A Joint Revenue Bonds
Escrow Agreement (the "1970A Agreement") between the Cities
of Dallas and Fort Worth and The Fort Worth National Bank
(the bank of payment for the Series 1970A Bonds) ; and
WHEREAS, the Series 1973 Bonds to be refunded are
to be paid and retired on December 1, 1976, the redemption
date for said Bonds, pursuant to the terms of the Dallas-
Fort Worth Regional Airport Series 1973 Joint Revenue Bonds
Escrow Agreement (the "1973 Agreement") between the Cities
of Dallas and Fort Worth and the Mercantile National Bank
of Dallas (the bank of payment for said Bonds) ; and
WHEREAS, it is deemed necessary and desireable that
the Cities authorize and execute such agreements .
WHEREAS, the City Councils have each found and de-
termined as to each that the matters to which this Ordinance
relates are matters of imperative public need and necessity
in the protection of the health, safety and morals of the
citizens of each of the Cities , and, as such, that this
Ordinance is an emergency measure and shall be effective as
to each City respectively upon its adoption by its City
Council, and the meetings were open to the public as required
by law; and that public notices of the time, place and pur-
pose of said meetings were given as required by Article
6252-17 , V.A. C. S . , as amended.
NOW, THEREFORE , BE IT ORDAINED BY THE CITY COUNCIL
OF THE CITY OF DALLAS, TEXAS:
NOW, THEREFORE , BE IT ORDAINED BY THE CITY COUNCIL
OF THE CITY OF FORT WORTH, TEXAS:
That the 1968 Agreement in the form and substance
attached hereto and made a part hereof as Exhibit A, the
1970A Agreement in the form and substance attached hereto and
made a part hereof as Exhibit B and the 1973 Agreement in
the form and substance attached hereto and made a part hereof
as Exhibit C, each respectively providing the terms upon
which the respective bonds to be redeemed shall be retired, are
hereby accepted, approved and authorized to be delivered
in executed form to the respective parties set forth in each
of said Agreements . Each said Agreement shall be executed
on behalf of the City of Dallas by the City Manager with its
corporate seal impressed thereon, attested by the City Secre-
tary, countersigned by the City Auditor and approved as to
form by the City Attorney. Each said Agreement shall be
executed on behalf of the City of Fort Worth by the City
Manager with its corporate seal impressed thereon, attested
by the City Secretary, and approved as to form and legality
by the City Attorney.
PASSED AND CORRECTLY ENROLLED October 1976.
owl
(Seal)
a r, ity of Dallas , Texas
ATTEST:
, .
�
i y Secretary, City of Dal a
Texas
APPROVED AS TO FORM:
City Vtorney, City of Dallas ,
Texas
Passed October W_, 1976
May r, City of Fort Worth, Texas
(Seal)
ATTEST:
,A
y
City Secretary, City of Fort
Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
07"0'0*F/
City Attorney, City of Fort
Worth, Texas
EXHIBIT A
SERIES 1968 DALLAS-FORT WORTH REGIONAL AIRPORT
JOINT REVENUE BONDS REDEMPTION AGREEMENT
THE STATE OF TEXAS
COUNTIES OF DALLAS/TARRANT
THIS AGREEMENT dated as of the 14th day of October,
1976 , made by and between the City of Dallas , Texas , a munici-
pal corporation acting by and through its duly authorized City
Manager, and the City of Fort Worth, Texas , a municipal corpora-
tion acting by and through its duly authorized City Manager
(hereinafter collectively referred to as the "Cities" ) , and
First National Bank in Dallas , Dallas, Texas, a national banking
association, organized and existing under the laws of the United
States of America, having its principal office in Dallas , County
of Dallas, Texas , (hereinafter referred to as the "Escrowee"
when reference is made to said bank as acting in the capacity
of the Escrowee) and the following national banking associations,
organized and existing under the laws of the United States of
America, or banking associations or corporations organized and
existing under the laws of a state or states of the United States
of America, each with its principal office in the city as
indicated, to-wit:
1
........... ........................ ............... ...................... .....11111.... ...... ............
BANK CITY
Republic National Bank
of Dallas Dallas, Texas
First National Bank
in Dallas Dallas, Texas
Bank of America,
N. T. & S. A. San Francisco, California
Mercantile National Bank
at Dallas Dallas, Texas
The Fort Worth National
Bank Fort Worth, Texas
The First National Bank
of Fort Worth Fort Worth, Texas
Texas Bank & Trust Company
of Dallas Dallas , Texas
National Bank of Commerce
of Dallas Dallas , Texas
Oak Cliff Bank & Trust Co. Dallas, Texas
Continental National Bank
of Fort Worth Fort Worth, Texas
(hereinafter collectively referred to as the "Banks" ) .
W I T N E S S E T H :
WHEREAS , the Cities have heretofore authorized,
issued and sold and there are presently outstanding and unpaid
their Dallas-Fort Worth Regional Airport Joint Revenue Bonds,
Series 1968, dated November 1, 1968, in the aggregate principal
2
amount of $35 , 000 , 000 (hereinafter referred to as the "Series
1968 Bonds" ) ; and
WHEREAS , pursuant to the terms of the ordinance
authorizing the Series 1968 Bonds , the Series 1968 Bonds are
subject to redemption for any purpose prior to their scheduled
maturities at the option of the Cities , in whole or in part by
lot, on the first 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, plus
a premium computed in accordance with the terms provided in such
ordinance; and
WHEREAS, the Banks are the holders of all of said
Series 1968 Bonds in the respective principal amount as follows :
PRINCIPAL
BANK AMOUNT
Republic National Bank
of Dallas $12 , 900 , 000
First National Bank
in Dallas 5, 000 , 000
Bank of America,
N. T. & S . A. 5, 000 , 000
Mercantile National Bank
at Dallas 4 , 500, 000
The Fort Worth National
Bank 2 , 600 , 000
The First National Bank
of Fort Worth 2 , 200 , 000
3
PRINCIPAL
BANK - AMOUNT
Texas Bank & Trust Company
of Dallas $1, 000 , 000
National Bank of Commerce
of Dallas 750 , 000
Oak Cliff Bank & Trust Co. 650 , 000
Continental National Bank
of Fort Worth 400, 000
and have each agreed with the Cities to deposit said bonds
with the Escrowee in order to permit the Cities to refund
the Series 1968 Bonds; and
WHEREAS, the Banksas holders of all of the Series
1968 Bonds have agreed to waive the provisions requiring the
redemption to be on the first day of any month, the premium as
stated in said ordinance and the necessity for published notice
as required by said ordinance; and
WHEREAS, the Cities are proceeding with the issuance
and sale of their Dallas-Fort Worth Regional Airport Joint
Revenue Refunding Bonds for the purpose inter alia of refunding
the Series 1968 Bonds,
NOW, THEREFORE, in consideration of the conditions
herein set forth and subject to the stipulations herein con-
tained, the Cities, the Escrowee and the Banks agree as follows ;
4
1. That each of the Banks waives the requirements
and the prerequisites set forth in the ordinance authorizing
the Series 1968 Bonds for the redemption of such bonds prior
to stated maturities except for the payment of the principal
amount thereof and interest thereon to date of redemption.
2 . That each of the Banks will deposit with
Escrowee prior to close of business October 19 , 1976 , all of
the Series 1968 Bonds held by it in the aggregate principal
amount set forth above.
3 . That the Escrowee will accept the Series 1968
Bonds and hold same for disposition as herein provided.
4 . That the Cities will deliver or cause to be
delivered to the Escrowee concurrently with its delivery of
its Dallas-Fort Worth Regional Airport Joint Revenue Refunding
Bonds, Series 1976 , (hereinafter called the "Refunding Bonds" )
to the purchasers thereof, $35 , 000 , 000 representing the principal
of the Series 1968 Bonds together with the interest accrued
thereon from November 1 , 1976, to such date of delivery (herein-
after called the "Redemption Date" ) .
5. That on the day of receipt of said principal and
accrued interest, the Escrowee shall (a) remit by the fastest
means available to each of the Banks the amount representing
5
... .... ..... ........
the aggregate principal of the Series 1968 Bonds deposited
with the Escrowee by said Bank, together with the accrued
interest thereon to the Redemption Date and (b) cancel the
Series 1968 Bonds and deliver same to the Director of Finance
of the Dallas-Fort Worth Regional Airport Board.
6. That the obligations of the Cities hereunder
are subject to the sale and delivery of the Refunding Bonds for
the purpose -inter alia of refunding the Series 1968 Bonds.
7 . That if the Escrowee has not received the funds
in the aggregate amount required by Section 4 hereof by the
close of business January 1 , 1977, this Agreement shall be
terminated and the escrowee shall return the Series 1968 Bonds
to the Banks in the respective amounts delivered to the Escrowee
in accordance with the terms hereof.
8. That the Escrowee shall not be liable for any
act done or step taken or omitted by it or any mistake of fact
or law or for anything which it may do or refrain from doing,
except for its negligence or its default in the performance of
any obligation imposed upon it hereunder. The Escrowee shall
not be responsible in any manner whatsoever for the recitals or
statements contained in the Series 1968 Bonds or the Refunding
Bonds or any proceedings taken in connection therewith.
9. That the Escrowee shall have no responsibility
to any persons in connection herewith except those specifically
6
provided herein and shall not be responsible for anything done
or omitted to be done by it except for its own gross negligence
or willful default. The parties hereto will not commence any
action against the Escrowee at law, in equity or otherwise as
a result of any action taken or thing done by the Escrowee
pursuant to this Agreement or pursuant to any written demand or
authorization for which provision is herein made.
10 . That the Escrowee, except as heretofore indicated,
is not a party to, nor is it bound by nor need it give considera-
tion to the terms or provisions of any other agreement or under-
taking between the Cities, between the Cities and the Banks, or
between the Cities or the Banks and other persons , or any agree-
ment or undertaking which may be evidenced by or disclosed by
any items included among the deposited property, and the
Escrowee assents to and is to give consideration only to the
terms and provision of this Agreement. Unless it is specially
provided, Escrowee has no duty to determine or inquire into the
happening or occurrence of any event or contingency or the
performance or failure of performance of the Cities or the Banks
with respect to arrangements or contracts with each other or
with others , the Escrowee ' s sole duty hereunder being to safe-
guard the deposited property and to dispose of and deliver the
same in accordance with instructions herein.
7
If, however, the Escrowee is called upon by the terms
of this Agreement to determine the occurrence of any event or
contingency, the Escrowee shall be obligated, in making such
determination, only to exercise reasonable care and diligence,
and in event of error in making such determination the Escrowee
shall be liable only for its own willful misconduct or its
gross negligence in the light of all the circumstances , taking
into consideration the time and facilities available to the
Escrowee in the ordinary conduct of its business . In determining
the occurrence of any such event or contingency the Escrowee
may request from the undersigned or any other person such
reasonable additional evidence as the Escrowee in its discretion
may deem necessary to determine any fact relating to the
occurrence of such event or contingency , and in this connection
may inquire and consult, among others , with the Cities at any
time and the Escrowee shall not be liable for any damages
resulting from its delay in acting hereunder pending its examina-
tion of the additional evidence requested by it.
11. That the Escrowee shall not be responsible or lia-
ble to any person in any manner whatever for the sufficiency,
correctness, genuineness , effectiveness or validity of the
deposited property, or for the form or execution thereof , or
for the identity or authority of any person executing or
depositing it. This Agreement is a personal one between the
8
Cities , the Banks , and the Escrowee and in connection therewith
the Escrowee is authorized by the Cities and 'the Banks to rely
upon the representations, both actual and implied, of the Cities
and the Banks and all other persons connected with this Agree-
ment and the deposited property as to authority to execute and
deliver this Agreement, notifications , receipts , or instructions
hereunder, and relationships among persons , including persons
authorized to receive delivery hereunder , and the Escrowee
shall not be liable to any person in any manner for such
reliance. The duty of the Escrowee' hereunder shall only be
to the Cities and the Banks.
12. That the Escrowee may act upon any written notice,
request, waiver, consent, certificate, receipt, authorization,
power of attorney, or other instrument or document which the
Escrowee in good faith believes to be genuine and to be what it
purports to be.
13. That whenever under the terms of this Agreement
the performance date of any provision hereof shall fall on a
holiday of the Escrowee, the performance thereof on the next
successive business day of Escrowee shall be deemed to be in
full compliance. Whenever time is referred to in this Agreement
it shall be the time recognized by Escrowee in the ordinary
conduct of its normal business transactions.
9
14 . That time shall be of the essence in the perfor-
mance of obligations from time to time imposed upon the Escrowee
by this Agreement.
15. That the Escrowee shall be deemed to have proper-
ly delivered any items deposited hereunder upon placing them in
the United States mails in suitable package or envelope with
first class prepaid postage affixed, addressed to the address
shown on this Agreement or such other address as may be fur-
nished to Escrowee in writing, unless delivery is made in person
at Escrowee ' s offices or Escrowee 15 properly instructed here-
under in writing to make delivery in some other manner .
16. That in the event of any disagreement or con-
troversy hereunder or if conflicting demands or notices are
made upon Escrowee growing out of or relating to this Agreement
or in the event that Escrowee in good faith is in doubt as to
what action it should take hereunder, the Escrowee shall have the
absolute right at its election to do either or both of the
following things :
(a) Withhold and stop all further proceedings in,
and performance of, this Agreement and of all instructions
received hereunder;
(b) File a suit in interpleader and obtain an order
from a court of appropriate jurisdiction requiring all persons
involved to interplead and litigate in such court their several
10
claims and rights among themselves .
17 . That any notice , authorization, request, or demand
required or permitted to be given hereunder shall be in writing
and shall be deemed to have been duly given when mailed by
registered or certified mail, postage prepaid addressed as
follows :
City of Dallas
Main and Harwood Streets
Dallas, Texas 75201
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Dallas-Fort Worth Regional Airport Board
P. O. Drawer DFW
Dallas-Fort Worth Airport, Texas 75261
Republic National Bank of Dallas
P. O. Box 5961
Dallas , Texas 75222
First National Bank in Dallas
P . O. Box 6031
Dallas, Texas 75283
Bank of America, N. T. & S. A.
P. O. Box 37003
San Francisco, California 94137
Mercantile National Bank at Dallas
P. O. Box 5415
Dallas , Texas 75222
The Fort Worth National Bank
500 Throckmorton Street
Fort Worth, Texas 76102
The First National Bank of Fort Worth
P. O. Box 2260
Fort Worth, Texas 76101
11
Texas Bank & Trust Company of Dallas
P. O. Box 50688
Dallas , Texas 75250
National Bank of Commerce of Dallas
1525 Elm
Dallas , Texas 75201
Oak Cliff Bank & Trust Co.
P . O. Box 4068
Station A
Dallas, Texas 75208
Continental National Bank of Fort Worth
P. O. Box 910
Fort Worth, Texas 76101
The United States Post Office registered or certified mail
receipt showing delivery of the aforesaid shall be conclusive
evidence of the date in fact of delivery.
Any party hereto may change the address to which
notices are to be delivered by giving to the other parties not
less than ten (10) days prior notice thereof .
18 . That upon the taking of all the actions as des-
cribed herein by the Escrowee the Escrowee shall have no further
obligations or responsibilities to any of the parties hereto or
to any other person or persons in connection with this Agreement.
19 . That this Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective
successors and assigns.
20 . That this Agreement may be executed in any
number of counterparts with all executed counterparts taken
together to constitute one instrument.
12
IN WITNESS WHEREOF, the City Councils of the Cities
of Dallas and Fort Worth have caused these presents to be
executed by the respective officers of the Cities hereunder
authorized and sealed with the corporate seals of the respec-
tive Cities and the Escrowee and each of the Banks has caused
these presents to be signed in its corporate name by its
President or one of its Vice Presidents , sealed with its
corporate seal, attested by its Trust Officer or Cashier or
one of its Assistant Trust Officers or Assistant Cashiers,
all as of the date and year above written.
CITY OF DALLAS
ATTEST: City Manager
City Secretary
COUNTERSIGNED:
City Auditor
(SEAL) APPROVED AS TO FORM:
City Attorney
13
CITY OF FORT WORTH
ATTEST: City Manager
City Secretary
(SEAL) APPROVED AS TO FORM:
City Attorney
FIRST NATIONAL BANK IN DALLAS
Dallas, Texas, as Escrowee
By
ATTEST: Title
Title
(BANK SEAL)
REPUBLIC NATIONAL BANK OF DALLAS
Dallas, Texas
By
ATTEST: Title
Title
(BANK SEAL)
14
FIRST NATIONAL BANK IN DALLAS
Dallas , Texas
By
ATTEST: Title
Title
(BANK SEAL)
BANK OF AMERICA, N. T. & S . A.
San Francisco, California
By
ATTEST: Title
Title
(BANK SEAL)
MERCANTILE NATIONAL BANK AT DALLAS
Dallas , Texas
By
ATTEST: Title
Title
(BANK SEAL)
15
THE FORT WORTH NATIONAL BANK
Fort Worth, Texas
By
ATTEST: Title
Title
(BANK SEAL)
THE FIRST NATIONAL BANK OF FORT WORTH
Fort Worth, Texas
By
ATTEST: Title
Title
(BANK SEAL)
TEXAS BANK & TRUST COMPANY OF DALLAS
Dallas, Texas
By
ATTEST: Title
Title
(BANK SEAL)
16
NATIONAL BANK OF COMMERCE OF DALLAS
Dallas, Texas
By
ATTEST: Title
Title
(BANK SEAL)
OAK CLIFF BANK & TRUST CO.
Pallas, Texas
By
ATTEST: Title
Title
(BANK SEAL)
CONTINENTAL NATIONAL BANK OF FORT WORTH
Fort Worth, Texas
By
ATTEST: Title
Title
(BANK SEAL)
17
EXHIBIT B
DALLAS-FORT WORTH REGIONAL AIRPORT
SERIES 1970A JOINT REVENUE BONDS
ESCROW AGREEMENT'
THE STATE OF TEXAS 1
COUNTIES OF DALLAS/TARRANT Jj
THIS AGREEMENT dated as of the first day of November, 1976, made by and between the
City of Dallas, Texas, a municipal corporation acting by and through its duly authorized City
Manager, and the City of Fort Worth, Texas, a municipal corporation acting by and through
its duly authorized City Manager (hereinafter collectively referred to as the "Cities"), parties
of the first part, and The Fort Worth National Bank, Fort Worth, Texas, a national banking
association, organized and existing under the laws of the United States of America, having its
principal office in Fort Worth, County of Tarrant,Texas;'�(hereinafter referred to as the `Bank"),
party of the second part (collectively, the parties of the first part and the party of the second
part hereinafter referred to as the "Parties").
WITNESSETH :
WHEREAS, the following bonds of the Cities are presently legally issued and outstanding,
to-wit: Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1970A, dated Novem-
ber 1, 1970, numbered 1 to 10,000, both inclusive, in the denomination of $5,000 each, aggre-
gating $50,000,000 in principal amount (hereinafter referred to as the "Series 1970A Bonds");
and
WHEREAS, the Series 1970A Bonds were issued pursuant to the 1968 Regional Airport Con-
current Bond Ordinance authorizing the Dallas-Fort Worth Regional Airport Joint Revenue
Bonds, Series 1968, adopted by the City Councils of the Cities on November 11 and 12, 1968
(hereinafter referred to as the "1968 Ordinance"), and the Second Supplemental Regional Air-
port Concurrent Bond Ordinance authorizing the Series 1970A Bonds, adopted by the City
Councils of the Cities on November 2, 1970 (hereinafter referred to as the "1970A Ordinance");
and
WHEREAS, the 1970A Ordinance provides that the Series 1970A Bonds maturing Novem-
ber 1, 1999, being bonds numbers 2,001 to 10,000, both inclusive, aggregating $40,000,000, in
principal amount, and bearing interest at the rate of 7.90% per annum (hereinafter referred to
as the "Underlying Bonds") may be redeemed prior to stated maturity as a whole on May 1,
1980, and on the first day of any month thereafter and that if due provision for payment is made
on or before the date specified for redemption and the notice therein provided for shall have been
given such bonds thereby automatically shall be redeemed prior to maturity, shall not bear
interest after the date fixed for redemption and shall no longer be regarded as being outstanding
under the 1970A Ordinance except for the purpose of receiving the funds so provided for such
payment; and
WHEREAS, the Cities are authorized by Article 1269j5.1,V.A.C.S., ("Article 1269j5.1") to sell
its bonds for the purpose of refunding the Underlying Bonds and to place the proceeds from the
sale of such refunding bonds in escrow with the place of payment of the Bonds to be refunded
to be held and applied to the payment of said bonds; and
WHEREAS, concurrently herewith the Cities, by adoption of the Seventh Supplemental
Regional Airport Concurrent Bond Ordinance on October 20, 1976 (the "1976 Ordinance"),
have duly authorized to be issued and sold the Dallas-Fort Worth Regional Airport Joint
Revenue Refunding Bonds, Series 1976 (the "Series 1976 Bonds") in the aggregate principal
amount of $93,500,000, for the purpose, among others, of providing funds to redeem the Under-
lying Bonds in the aggregate principal amount of $40,000,000, and to pay the required redemp-
tion premium thereon and interest thereon to the redemption date; and
WHEREAS, said 1976 Ordinance provides that the Cities will immediately upon the delivery
of the Series 1976 Bonds to the purchasers thereof deposit from the proceeds of the sale of said
Series 1976 Bonds into a special escrow fund to be held in accordance with this Agreement
sufficient funds to provide for the purchase of direct obligations of the United States of
America in the face amount of $57,400,000 for the payment of the principal of, the redemption
premium on and the interest to come due on the Underlying Bonds to November 1, 1981, the
redemption date for said Underlying Bonds; and
WHEREAS, the Underlying Bonds have been called for redemption on November 1, 1981,
in accordance with the terms of the 1970A Ordinance; and
WHEREAS, it is the desire of the Cities to provide for this Agreement as required by the
1976 Ordinance; and
WHEREAS, the monies in the special escrow fund are to be invested in the obligations listed
on Exhibit "A", attached hereto and made a part hereof (said obligations listed on Exhibit "A"
being hereinafter referred to as the "Federal Securities"); and
WHEREAS, the Federal Securities have maturities payable at times to insure the existence
of monies, together with other funds lawfully available therefor, sufficient to pay the interest on,
the premium on and the principal of the Underlying Bonds to be refunded as the same shall
come due and be redeemed in accordance with their terms; and
WHEREAS, the Cities have made arrangements to purchase the Federal Securities with part
of the proceeds from the sale of the Series 1976 Bonds to be deposited herein; and
WHEREAS, the Bank is a commercial bank, located in the State of Texas, and is a qualified
depository which possesses and is exercising full trust powers and is otherwise qualified and
empowered to enter into this Agreement.
Now, THEREFORE, in consideration of the mutual agreements herein contained and in con-
sideration of Ten Dollars ($10.00) duly paid by the Cities to the Bank concurrently herewith, the
receipt whereof is hereby acknowledged, and in order to secure the payment of the principal of,
the premium on and the interest on the Underlying Bonds as the same mature and become due,
the Parties hereto mutually undertake, promise and agree for themselves and their respective
representatives and successors, as follows:
Section 1. (a) There is hereby created by the Cities with the Bank a special trust fund
designated "The Dallas-Fort Worth Regional Airport Series 1970A Joint Revenue Bonds Special
Escrow Fund" (hereinafter sometimes referred to as the "Special Escrow Fund"). The Bank
hereby accepts and acknowledges the receipt of and the deposit to said Special Escrow Fund of
the amount of from the proceeds of the sale of the Series 1976 Bonds. The
Bank does further acknowledge that said monies in said Special Escrow Fund have been used
to purchase the Federal Securities and that the Bank is in receipt of said Federal Securities.
2
(b) The successive maturing of the Federal Securities deposited pursuant to this Section
together with monies initially deposited pursuant to this Section will assure that the monies to
be on deposit from time to time from the sale or maturity of the principal of the Federal
Securities, plus such initially deposited monies, will be at all times sufficient to timely pay the
interest on the Underlying Bonds as such interest comes due and to pay the principal of, and
the premium, on the Underlying Bonds as the Underlying Bonds are redeemed prior to maturity,
all as reflected in Exhibit'T",attached hereto and made a part hereof.
Section 2. The principal, interest and premium on the Series 1970A Bonds numbers
2,001 to 10,000,both inclusive,shall be paid in the following manner:
Interest—Interest coming due on May 1, 1977, and semi-annually thereafter until
each of said bonds is redeemed on November 1, 1981.
Principal—Bonds numbers 2,001 to 10,000, both inclusive, in the principal amount of
$40,000,000, on November 1, 1981, the date said bonds are called for redemption.
Premium—Premium in the amount of $1,600,000, due on the redemption of bonds
numbers 2,001 to 10,000, both inclusive, on November 1, 1981, the date said bonds
are called for redemption.
Section 3. If, for any reason, at any time, the funds on hand in the Special Escrow Fund
shall be insufficient to make the payments set forth in Section 2, the Cities shall timely deposit
in the Special Escrow Fund, from lawfully available funds, additional funds in the amounts
required to make such payments. Notice of any such insufficiency shall be given as hereinafter
provided, but the Bank shall in.no manner be responsible for the Cities' failure to make such
deposits.
Section 4. The Bank shall hold said Federal Securities and monies at all times in the
Special Escrow Fund, wholly segregated from other funds and securities on deposit with it;
shall never commingle such deposit or Federal Securities with other funds or securities of the
Bank; and shall hold and dispose of the assets therein only as set forth herein. Nothing herein
contained shall be construed as requiring the Bank to keep the identical monies, or any part
thereof, in said Special Escrow Fund, if it is impractical, but monies of an equal amount, except
to the extent such are represented by Federal Securities, must always be maintained on deposit
in the Special Escrow Fund as trust funds belonging to the Cities and held by the Bank as
trustee; and a special account thereof evidencing such fact shall at all times be maintained on
the books of the Bank.
Section 5. The Bank shall from time to time present for payment the Federal Securities
in the Special Escrow Fund as they respectively mature. As set forth in Exhibit "B", the proceeds
received on the maturity of the Federal Securities shall be made available to pay the interest
on the Underlying Bonds as such interest comes due and to pay the principal of and the premium
on the Underlying Bonds on the redemption date.
Section 6. Monies in the Special Escrow Fund will be invested only in the securities listed
in Exhibit "A", and neither the Cities nor the Bank shall reinvest any monies in the Special
Escrow Fund. The Bank shall maintain the Special Escrow Fund until the date upon which
said Underlying Bonds are fully paid as to principal, premium, and interest whereupon the Bank
shall sell or redeem any Federal Securities remaining in the Special Escrow Fund and shall
remit to the Cities the proceeds thereof, together with all other monies, if any, then remaining
in the Special Escrow Fund.
Section 7. The Bank shall continuously secure the monies in the Special Escrow Fund not
so invested, if any, by investment in obligations of the United States of America, or obligations
unconditionally guaranteed by the United States of,America, at least equal to said uninvested
monies.
Section 8. The Bank shall not be liable or responsible for any loss resulting from any
investment made in the Federal Securities.
Section 9. In the event of the Bank's failure to account for any funds or securities
received by it for the account of the Cities, the same funds and securities shall be and remain
the property of the Cities and the Cities shall be entitled to the preferred claim upon such funds
and securities enjoyed by a trust beneficiary. The funds received by the Bank shall not be
considered as a banking deposit by the Cities and the Bank shall have no right or title with
respect thereto. The funds so received by the Bank shall not be subject to checks or drafts
drawn by the Cities.
Section 10. As the Series 1970A Bonds are presented for payment the Bank shall, from
time to time, timely forward to the respective Paying Agents for the Underlying Bonds for
deposit in separate funds and trust accounts for the payment thereof the amount of interest
coming due on each interest payment date for the Underlying Bonds and the amount of prin-
cipal and premium due on the date of redemption of such Underlying Bonds. The amount so
forwarded to the Paying Agents shall be forwarded in sufficient time to permit such payments on
each interest payment date or on the date of redemption, as the case may be, without default.
Section 11. On the first day of January of each calendar year, commencing in the year 1977,
and so long as the Special Escrow Fund is maintained, and on each occasion when any Federal
Securities therein are sold or redeemed or when any deposits or withdrawals are made from said
fund, the Bank shall forward by letter to the Cities, to the attention of the Executive Director
of the Dallas-Fort Worth Regional Airport Board, a statement in detail of the income, invest-
ments, maturities and withdrawals of monies from the Special Escrow Fund for the immediately
preceding year, or for that portion of the current year, including in said statement a balance sheet
as of the time of the statement and a statement regarding the manner in which it has carried
out the requirements of this Agreement.
Section 12. The Bank shall not be liable for any act done or step taken or omitted by it
or any mistake of fact or law or for anything which it may do or refrain from doing, except for
its negligence or its default in the performance of any obligation imposed upon'it hereunder.
The Bank shall not be responsible in any manner whatsoever for the recitals or statements
contained in the Underlying Bonds or the Series 1976 Bonds or any proceedings taken in
connection therewith.
Section 13. The Bank shall have no responsibility to any persons in connection herewith
except those specifically provided herein and shall not be responsible for anything done or
omitted to be done by it except for its own gross negligence or willful default. The Cities will not
commence any action against the Bank at law, in equity or otherwise as a result of any action
taken or thing done by the Bank pursuant to this Agreement or pursuant to any written demand
or authorization for which provision is herein made.
Section 14. The Bank, except as heretofore indicated, is not a party to, nor is it bound by
nor need it give consideration to the terms or provisions of any other agreement or undertaking
between the Cities or between the Cities and other persons, or any agreement or undertaking
which may be evidenced by or disclosed by any items included among the deposited property,
and the Bank assents to and is to give consideration only to the terms and provision of this
Agreement. Unless it is specially provided, Bank has no duty to determine or inquire into the
happening or occurrence of any event or contingency or the performance or failure of perfor-
4
mance of the Cities with respect to arrangements or contracts with each other or with others,
the Bank's sole duty hereunder being to safeguard the deposited property and to dispose of and
deliver the same in accordance with instructions herein.
If, however, the Bank is called upon by the terms of this Agreement to determine the occur-
rence of any event or contingency, the Bank shall be obligated, in making such determination,
only to exercise reasonable care and diligence, and in event of error in making such determination
the Bank shall be liable only for its own willful misconduct or its gross negligence in the light of
all the circumstances, taking into consideration the time and facilities available to the Bank in
the ordinary conduct of its business. In determining the occurrence of any such event or contin-
gency the Bank may request from the undersigned or any other person such reasonable addi-
tional evidence as the Bank in its discretion may deem necessary to determine any fact relating
to the occurrence of such event or contingency, and in this connection may inquire and consult,
among others, with the Cities at any time and the Bank shall not be liable for any damages
resulting from its delay in acting hereunder pending its examination of the additional evidence
requested by it.
Section 15. The Bank shall not be responsible or liable to any person in any manner what-
ever for the sufficiency, correctness,genuineness, effectiveness or validity of the deposited property,
or for the form or execution thereof, or for the identity or authority of any person executing or
depositing it. This Agreement is between the Cities and the Bank only and in connection
therewith the Bank is authorized by the Cities to rely upon the representations, both actual
and implied, of the Cities and all other persons connected with this Agreement and the
deposited property as to authority to execute and deliver this Agreement, notifications, receipts,
or instructions hereunder, and relationships among persons, including persons authorized to
receive delivery hereunder, and the Bank shall not be liable to any person in any manner for
such reliance. The duty of the Bank hereunder shall only be to the Cities and the holders of
the Underlying Bonds. Neither the Cities nor the Bank shall assign or attempt to assign or
transfer their interest hereunder or any part hereof. Any such assignment or attempted assign-
ment shall be in direct conflict with this Agreement and without effect
Section 16. The reasonable fees and expenses of the Bank incurred in the administration of
this Agreement shall be paid by the Cities out of lawfully available funds consistent with the
Contract and Agreement between the Cities dated as of April 15, 1968 and the Bank shall have
no lien or charge against the moneys in the Special Escrow Fund for payment of such fees and
expenses.
Section 17. The Bank may act upon any written notice, request, waiver, consent, certificate,
receipt, authorization, power of attorney, or other instrument or document which the Bank in
good faith believes to be genuine and to be what it purports to be.
Section 18. Whenever under the terms of this Agreement the performance date of any
provision hereof shall fall on a holiday of the Bank, the performance thereof on the next succes-
sive business day of Bank shall be deemed to be in full compliance. Whenever time is referred to
in this Agreement it shall be the time recognized by Bank in the ordinary conduct of its normal
business transactions.
Section 19. Time shall be of the essence in the performance of obligations from time to
time imposed upon the Bank by this Agreement.
Section 20. The Bank shall be deemed to have properly delivered any items deposited here-
under upon placing them in the United States mails in suitable package or envelope with first
class prepaid postage affixed, addressed to the address shown on this Agreement or such other
5
address as may be furnished to Bank in writing, unless delivery is made in person at Bank's
offices or Bank is properly instructed hereunder in writing to make delivery in some other manner.
Section 21. In the event of any disagreement or controversy hereunder or if conflicting
demands or notices are made upon Bank growing out of or relating to this Agreement or in
the event that Bank in good faith is in doubt as to what action it should take hereunder, the
Cities expressly agree and consent that the Bank shall have the absolute right at its election
to do either or both of the following things:
a. Withhold and stop all further proceedings in, and performance of, this Agreement
and of all instructions received hereunder;
b. File a suit in interpleader and obtain an order from a court of appropriate jurisdiction
requiring all persons involved to interplead and litigate in such court their several claims
and rights among themselves.
Section 22. Any notice, authorization, request, or demand required or permitted to be
given hereunder shall be in writing and shall be deemed to have been duly given when mailed
by registered or certified mail,postage prepaid addressed as follows:
City of Dallas
Main and Harwood Streets
Dallas, Texas 75201
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
The Fort Worth National Bank
500 Throckmorton Street
Fort Worth, Texas 76102
Dallas-Fort Worth Regional Airport Board
P. O. Drawer DFW
Dallas-Fort Worth Airport, Texas 75261
The United States Post Office registered or certified mail receipt showing delivery of the aforesaid
shall be conclusive evidence of the date and fact of delivery.
Any party hereto may change the address to which notices are to be delivered by giving
to the other parties not less than ten (10) days prior notice thereof.
Section 23. Upon the taking of all the actions as described herein by the Bank the Bank shall
have no further obligations or responsibilities to any of the parties hereto or to any other person
or persons in connection with this Agreement.
Section 24. This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors.
IN WrrNEss WHEREOF, the City Councils of the Cities of Dallas and Fort Worth have
caused these presents to be executed by the respective officers of the Cities hereunder authorized
and sealed with the corporate seals of the respective Cities and The Fort Worth National Bank,
Fort Worth, Texas,has caused these presents to be signed in its corporate name by its President or
one of its Vice Presidents, sealed with its corporates seal, attested by its Trust Officer or Cashier
or one of its Assistant Trust Officers or Cashiers, all as of the date and year above written.
6
CITY OF DALLAS
ATTEST:
City Manager
City Secretary
COUNTERSIGNED:
City Auditor
APPROVED AS TO FORM:
(SEAL)
City Attorney
CITY OF FORT WORTH
ATTEST:
City Manager
City Secretary
APPROVED AS TO FORM:
(SEAL)
City Attorney
THE FORT WORTH NATIONAL BANK
Fort Worth, Texas
By
Title
ATTEST:
Title
(BANS Ste)
7
EXHMff A
Principa Purchase
Federal Securities Maturity Amount Price
United States Treasury Certificates
of Indebtedness—State and
Local Government Series
May 1, 1977 $ 1,580,000 $ 1,544,393
November 1, 1977 1,580,000 1,503,016
United States Treasury Note—
State and Local Government Series
May 1,1978 1,580,000 1,458,095
November 1, 1978 1,580,000 1,414,104
May 1, 1979 1,580,000 1,370,710
November 1,1979 1,580,000 1,328,532
May 1,1980 1,580,000 1,283,880
November 1, 1980 1,580,000 1,239,198
May 1,1981 1,580,000 1,197,757
November 1, 1981 43,180,000 31,385,979
TMAL $57,400,000 $43,725,655
EXH[BIT B
Federal Securities Underlying Bonds
Principal
Type Maturity Date Amount Interest Principal Premium Due Date
Certificate May 1,1977 $ 1,580,000 $ 1,580,000 May 1,1977
Certificate November 1,1977 1,580,000 11580,000 November 1,1977
Note May 1,1978 1,580,000 1,580,000 May 1,1978
Note November 1,1978 11580,000 1,580,000 November 1,1978
Note May 1,1979 11580,000 1,580,000 May 1,1979
Note November 1,1979 1,580,000 1,580,000 November 1,1979
Note May 1,1980 1,580,000 11580,000 May 1,1980,
Note November 1,1980 1,580,000 1,580,000 November 1,1980
Note May 1,1981 1,580,000 1,580,000 may 1.1981
Note November 1,1981 43,180,000 1,580,000 $40,000,000 $1,600,000 November 1,1981
TOTAL $57,400,000 $15,800,000 $40,000,000 $1,600,000
EXHIBIT C
DALLAS-FORT WORTH REGIONAL AIRPORT
SERIES 1973 JOINT REVENUE BONDS
ESCROW AGREEMENT
THE STATE OF TEXAS
COUNTIES OF DALLAs/TARRANT
THIS AGREEMENT dated as of the first day of November, 1976, made by and between the
City of Dallas, Texas, a municipal corporation acting by and through its duly authorized City
Manager, and the City of Fort Worth, Texas, a municipal corporation acting by and through its
duly authorized City Manager (hereinafter collectively referred to as the "Cities"), parties of
the first part, and Mercantile National Bank at Dallas, Dallas, Texas, a national banking asso-
ciation, organized and existing under the laws of the United States of America, having its prin-
cipal office in Dallas, County of Dallas, Texas, (hereinafter referred to as the "Bank"), party of
the second part (collectively, the parties of the first part and the party of the second part herein-
after referred to as the "Parties").
WITNESSETH :
WHEREAS, the following bonds of the Cities are presently legally issued and outstanding,
to-wit: Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1973, dated October 1,
1973, numbered I to 3,630, both inclusive, in the denomination of $5,000 each, aggregating
$18,150,000, in principal amount (hereinafter referred to as the "Series 1973 Bonds" or the
"Underlying Bonds"); and
WHEREAS, the Series 1973 Bonds were issued pursuant to the 1968 Regional Airport Con-
current Bond Ordinance authorizing the Dallas-Fort Worth Regional Airport Joint Revenue
Bonds, Series 1968, adopted by the City Councils of the Cities on November 11 and 12, 1968
(hereinafter referred to as the "1968 Ordinance"), and the Sixth Supplemental Regional Airport
Concurrent Bond Ordinance authorizing the Series 1973 Bonds, adopted by the City Councils
of the Cities on October 1, 1973 (hereinafter referred to as the "1973 Ordinance"); and
WHEREAS, the 1973 Ordinance provides that the Series 1973 Bonds may be redeemed prior
to stated maturity as a whole on May 1, 1974, and on the first day of any month thereafter and
that if due provision for payment is made on or before the date specified for redemption and
the notice therein provided for shall have been given such bonds thereby automatically shall be
redeemed prior to maturity, shall not bear interest after the date fixed for redemption and shall
no longer be regarded as being outstanding under the 1973 Ordinance except for the purpose of
receiving the funds so provided for such payment; and
WHEREAS, the Cities are authorized by Article 1269j5.1, V.A.C.S., ("Article 1269j5.1") to
sell its bonds for the purpose of refunding the Series 1973 Bonds and to place the proceeds from
the sale of such refunding bonds, together with other funds lawfully available therefor, in escrow
with the place of payment of the Series 1973 Bonds to be held and.applied to the payment of
the Series 1973 Bonds; and
WHEREAS, concurrently herewith the Cities, by adoption of the Seventh Supplemental
Regional Airport Concurrent Bond Ordinance on October 20, 1976 (the "1976 Ordinance"),
have duly authorized to be issued and sold the Dallas-Fort Worth Regional Airport Joint
Revenue Refunding Bonds, Series 1976 (the "Series 1976 Bonds") in the aggregate principal
amount of $93,500,000, for the purpose, among others, of providing funds, together with other
lawfully available funds, to redeem the Underlying Bonds in the aggregate principal amount of
$18,150,000, and to pay interest thereon to the redemption date; and
WHEREAS, said 1976 Ordinance provides that the Cities will immediately upon the delivery
of the Series 1976 Bonds to the purchasers thereof deposit into a special escrow fund to be
established and held pursuant to this Agreement (i) $13,000,000 from the proceeds of the sale
of the Series 1976 Bonds, (ii) $5,150,000 from the 1973 Bonds Mandatory Redemption Reserve
Fund established by the 1973 Ordinance and (iii) $105,875, representing accrued interest on
the Underlying Bonds to their redemption date, from the Interest and Sinking Fund established
by the 1968 Ordinance; and
WHEREAS, the Underlying Bonds have been called for redemption on December 1, 1976,
in accordance with the terms of the 1973 Ordinance; and
WHEREAS, it is the desire of the Cities to provide for this Agreement as required by the
1976 Ordinance; and
WHEREAS, it is desirable that this Agreement provide for the monies so escrowed to be
secured by direct obligations of, or obligations unconditionally guaranteed by the United States
of America; and
WHEREAS, the Bank is a commercial bank, located in the State of Texas, and is a qualified
depository which possesses and is exercising full trust powers and is otherwise qualified and
empowered to enter into this agreement.
Now, THEREFORE, in consideration of the mutual agreements herein contained and in con-
sideration of Ten Dollars ($10.00) duly paid by the Cities to the Bank concurrently herewith, the
receipt whereof is hereby acknowledged, and in order to secure the payment of the principal of
and interest on the Underlying Bonds as the same mature and become due, the Parties hereto
mutually undertake, promise and agree for themselves and their respective representatives and
successors, as follows:
Section 1. (a) There is hereby created by the Cities with the Bank a special trust fund,
designated "The Dallas-Fort Worth Regional Airport Series 1973 Joint Revenue Bonds Special
Escrow Fund" (hereinafter sometimes referred to as the "Special Escrow Fund"). The Bank
hereby accepts and acknowledges the receipt of and the deposit to said Special Escrow Fund
of the amount of $13,000,000, from the proceeds of the sale of the Series 1976 Bonds, $5,150,000
from the Series 1973 Bonds Mandatory Redemption Reserve Fund and $105,875 from the Interest
and Sinking Fund.
Section 2. The principal of and interest on the Series 1973 Bonds shall be paid in the
following manner:
Interest—Interest coming due on December 1, 1976.
Principal—Bonds numbers 1 to 3,630, both inclusive, in the principal amount of
$18,150,000'6n December 1, 1976, the date said bonds are called for redemption.
Section 3. If, for any reason, at any time, the funds on hand in the Special Escrow Fund
shall be insufficient to make the payments set forth in Section 2, the Cities shall timely deposit
in the Special Escrow Fund, from lawfully available funds, additional funds in the amounts
required to make such payments. Notice of any such insufficiency shall be given as hereinafter
2
provided, but the Bank shall in no manner be responsible for the Cities' failure to make such
deposits.
Section 4. The Bank shall hold said monies at all times in the Special Escrow Fund, wholly
segregated from other funds and securities on deposit with it; shall never commingle such deposit
with other funds or securities of the Bank; and shall hold and dispose of the assets therein only
as set forth herein. Nothing herein contained shall be construed as requiring the Bank to keep
the identical monies, or any part thereof, in said Special Escrow Fund, if it is impractical, but
monies of an equal amount must always be maintained on deposit in the Special Escrow Fund as
trust funds belonging to the Cities and held by the Bank as trustee; and a special account thereof
evidencing such fact shall at all times be maintained on the books of the Bank.
Section 5. Monies in the Special Escrow Fund will not be invested. The Bank shall maintain
the Special Escrow Fund until the date upon which said Underlying Bonds are fully paid as to
principal and interest whereupon the Bank shall remit to the Cities the proceeds thereof,
together with all other monies,if any,then remaining in the Special Escrow Fund.
Section 6. The Bank shall continuously secure the monies in the Special Escrow Fund by
investment in obligations of the United States of America or obligations unconditionally guar-
anteed by the United States of America at least equal to said monies.
Section 7. In the event of the Bank's failure to account for any funds received by it for the
account of the Cities, the same funds shall be and remain the property of the Cities and the
Cities shall be entitled to the preferred claim upon such funds enjoyed by a trust beneficiary.
The funds received by the Bank shall not be considered as a banking deposit by the Cities and
the Bank shall have no right or title with respect thereto. The funds so received by the Bank as
Escrow Agent shall not be subject to checks or drafts drawn by the Cities.
Section 8. As the Series 1973 Bonds are presented for payment, the Bank shall timely
forward to the respective Paying Agents for the Underlying Bonds for deposit in separate funds
and trust accounts for the payment thereof the amount of interest and principal due on the date
of redemption of such Underlying Bonds to permit such payments without default.
Section 9. On the first day of January of each calendar year, commencing in the year 1977,
and so long as the Special Escrow Fund is maintained, and when any deposits or withdrawals
are made from said fund, the Bank shall forward by letter to the Cities, to the attention of the
Executive Director of the Dallas-Fort Worth Regional Airport Board, a statement in detail of
the withdrawals of monies from the Special Escrow Fund for the immediately preceding year,
or for that portion of the current year, including in said statement a balance sheet as of the
time of the statement, and a statement regarding the manner in which it has carried out the
requirements of this Agreement.
Section 10. The Bank shall not be liable for any act done or step taken or omitted by it
or any mistake of fact or law or for anything which it may do or refrain from doing, except for
its negligence or its default in the performance of any obligation imposed upon it hereunder.
The Bank shall not be responsible in any manner whatsoever for the recitals or statements
contained in the Underlying Bonds or the Series 1976 Bonds or any proceedings taken in
connection therewith.
Section 11. The Bank shall have no responsibility to any persons in connection herewith
except those specifically provided herein and shall not be responsible for anything done or
omitted to be done by it except for its own gross negligence or willful default. The Cities will not
commence any action against the Bank at law, in equity or otherwise as a result of any action
taken or thing done by the Bank pursuant to this Agreement or pursuant to any written demand
or authorization for which provision is herein made.
Section 12. The Bank, except as heretofore indicated, is not a party to, nor is it bound by
nor need it give consideration to the terms or provisions of any other agreement or undertaking
between the Cities or between the Cities and other persons, or any agreement or undertaking
which may be evidenced by or disclosed by any items included among the deposited property,
and the Bank assents to and is to give consideration only to the terms and provision of this
Agreement. Unless it is specially provided, Bank has no duty to determine or inquire into the
happening or occurrence of any event or contingency or the performance or failure of perfor-
mance of the Cities with respect to arrangements or contracts with each other or with others,
the Bank's sole duty hereunder being to safeguard the deposited property and to dispose of and
deliver the same in accordance with instructions herein.
If, however, the Bank is called upon by the terms of this Agreement to determine the occur-
rence of any event or contingency, the Bank shall be obligated, in making such determination,
only to exercise reasonable care and diligence, and in event of error in making such determination
the Bank shall be liable only for its own willful misconduct or its gross negligence in the light of
all the circumstances, taking into consideration the time and facilities available to the Bank in
the ordinary conduct of its business. In determining the occurrence of any such event or contin-
gency the Bank may request from the undersigned or any other person such reasonable addi-
tional evidence as the Bank in its discretion may deem necessary to determine any fact relating
to the occurrence of such event or contingency, and in this connection may inquire and consult,
among others, with the Cities at any time and the Bank shall not be liable for any damages
resulting from its delay in acting hereunder pending its examination of the additional evidence
requested by it.
Section 13. The Bank shall not be responsible or liable to any person in any manner what-
ever for the sufficiency, correctness, genuineness, effectiveness or validity of the deposited
property, or for the form or execution thereof, or for the identity or authority of any person
executing or depositing it. This Agreement is between the Cities and the Bank only and in con-
nection therewith the Bank is authorized by the Cities to rely upon the representations, both
actual and implied, of the Cities and all other persons connected with this Agreement and the
deposited property as to authority to execute and deliver this Agreement, notifications, receipts,
or instructions hereunder, and relationships among persons, including persons authorized to
receive delivery hereunder, and the Bank shall not be liable to any person in any manner for
such reliance. The duty of the Bank hereunder shall only be to the Cities and the holders of
the Underlying Bonds. The Cities shall not assign or attempt to assign or transfer their interest
hereunder or any part hereof. Any such assignment or attempted assignment by the Cities shall
be in direct conflict with this Agreement and the Bank shall not be bound thereby.
Section 14. The reasonable fees and expenses of the Bank incurred in the administration
of this Agreement shall be paid by the Cities out of lawfully available funds consistent with the
Contract and Agreement between the Cities dated as of April 15, 1968 and the Bank shall have
no lien or charge against the moneys in the Special Escrow Fund for payment of such fees and
expenses.
Section 15. The Bank may act upon any written notice, request, waiver, consent, certificate,
receipt, authorization, power of attorney, or other instrument or document which the Bank in
good faith believes to be genuine and to be what it purports to be.
4
Section 16. Whenever under the terms of this Agreement the performance date of any
provision hereof shall fall on a holiday of the Bank, the performance thereof on the next succes-
sive business day of Bank shall be deemed to be in full compliance. Whenever time is referred to
in this Agreement it shall be the time recognized by Bank in the ordinary conduct of its normal
business transactions.
Section 17. Time shall be of the essence in the performance of obligations from time to
time imposed upon the Bank by this Agreement.
Section 18. The Bank shall be deemed to have properly delivered any items deposited here-
under upon placing them in the United States mails in suitable package or envelope with first
class prepaid postage affixed, addressed to the address shown on this Agreement or such other
address as may be furnished to Bank in writing, unless delivery is made in person at Bank's
offices or Bank is properly instructed hereunder in writing to make delivery in some other
manner.
Section 19. In the event of any disagreement or controversy hereunder or if conflicting
demands or notices are made upon Bank growing out of or relating to this Agreement or in
the event that Bank in good faith is in doubt as to what action it should take hereunder, the
Cities expressly agree and consent that the Bank shall have the absolute right at its election
to do either or both of the following things:
a. Withhold and stop all further proceedings in, and performance of, this Agreement
and of all instructions received hereunder;
b. File a suit in interpleader and obtain an order from a court of appropriate juris-
diction requiring all persons involved to interplead and litigate in such court their several
claims and rights among themselves.
Section 20. Any notice, authorization, request, or demand required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given when mailed by
registered or certified mail, postage prepaid addressed as follows:
City of Dallas
Main and Harwood Streets
Dallas, Texas 75201
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Mercantile National Bank at Dallas
P. 0. Box 5415
Dallas, Texas 75222
Dallas-Fort Worth Regional Airport Board
P. 0. Drawer DPW
Dallas-Fort Worth Airport, Texas 75261
The United States Post Office registered or certified Mau receipt showing delivery of the aforesaid
shall be conclusive evidence of the date in fact of delivery.
Any party hereto may change the address to which notices are to be delivered by giving
to the other parties not less than ten (10) days prior notice thereof.
5
00"
Section 21. Upon the taking of all the actions as described herein by the Bank the Bank
shall have no further obligations or responsibilities to any of the parties hereto or to any other
person or persons in connection with this Agreement.
Section 22. This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors.
IN WITNESS WHEREOF, the City Councils of the Cities of Dallas and Fort Worth have caused
these presents to be executed by the respective officers of the Cities hereunder authorized and
sealed with the corporate seals of the respective Cities and the Mercantile National Bank at
Dallas, Dallas, Texas, has caused these presents to be signed in its corporate name by its Presi-
dent or one of its Vice Presidents, sealed with its corporates seal, attested by its Trust Officer or
Cashier or one of its Assistant Trust Officers or Cashiers, all as of the date and year above written.
CITY or DALLm
City Manager
ATTEST:
City Secretary
COUNTERSIGNED:
City Auditor
APPROVED As To FoRm:
(SEAL)
City Attorney
CITY OF FORT WORTH
ATTEST:
City Manager
City Secretary
APPROVED As To FORM:
(SEAL)
City Attorney
6
MERCANTILE NATIONAL BANK AT DALLAS
Dallas, Texas
By
Title
ATTEST:
Title
(BANS, SEAL)
7
THE STATE OF TEXAS
COUNTIES OF DALLAS AND TARRANT CITY SECRETARIES ' CERTIFICATE
CITIES OF DALLAS AND FORT WORTH
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-witt:
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 196
...........
..........
Harold G. Shank, City Secretary,
City of Dallas , Texas
(SEAL)
Bateman, City Secretary,
City of Fort Worth, Texas
(SEAL)