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HomeMy WebLinkAboutOrdinance 7722 LAW OFFICES -7 7� MC-CALL,PARKHURST & HORTON 1400 MERCANTILE BANK BUILDING HOBBY H. MCCALL PAUL B. HORTON DALLAS,TEXAS 75201 JOHN D. MCCALL(1893-1962) ROBERT T. LEWIS MILLARD PARKHURST(1906-1973) PETER M. TART AREA CODE 214746-9501 CLARENCE E. CROWE (1903-1962) ROY M. POIN SETT RICHARD C. PORTER G. CHARLES KOBDISH April 12, 1978 Mr. Jack Green City Secretary City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE BONDS, SERIES 1978 , $30 ,000,000 Dear Jack: In accordance with our commitment to you, transmitted herewith is a copy of the duly executed Ninth Supplemental Regional Airport Concurrent Bond Ordinance which was passed by the City Council of the City of Fort Worth on April 4 and the City Council of the City of Dallas on April 5. Prior to the Council meeting on April 4 we delivered to your acting City Attorney, Mr. Arthur Peterson, copies of each of the resolutions adopted by the Airport Board on April 4 . By copy of this letter we are transmitting at this time to the City Attorney' s office a copy of the General Certificate execu- ted by the officials of the City of Fort Worth. Your continued cooperation is appreciated. With best wishes, Sincerely, MCCALL, PARKHURST & HORTON BY: HHM:am enclosure cc: Mr. S. G. Johndroe, Jr. City Attorney THE STATE OF TEXAS COUNTY OF TARRANT CITY OF FORT WORTH On the 4th day of April, 1978 , the Citv Council of the City of Fort Worth, Texas, convened in Regular meeting with the following members present, to-wit: Hugh Parmer, Mayor Jim Bradshaw, Mayor Pro Tem Mrs. Walter B. Barbour, Louis J. Zapata, Jeff Davis, Mrs. Shirley Johnson, Woodie W. Woods , Council Members Jim A. Bagsby, Richard C. Newkirk, Morris Matson, Acting City Manager S. G. Johndroe, Jr. , City Attorney Jack W. Green, City Secretary with the following members absent: Q.) <n.,/L) z- , , with more than a quorum present, at which time the following, among other things was transacted, to-wit: Councilman R vis introduced an ordinance and moved that it be passed. The motion was seconded by Councilman O<C) The ordinance was read by the City Secretary. The motion, carrying with it the passage of the ordinance , prevailed by the following vote : AYES: NOES : ABSENT: The ordinance, as passed, is as follows: THE STATE OF TEXAS COUNTY OF DALLAS CITY OF DALLAS The City Council convened in Regular Meeting on this the 5th day of April, 1978, with the following present: Mayor Bob Folsom Mayor Pro Tem Bill Blackburn Deputy Mayor Pro Tem William E. Cothrum Councilman Don Hicks Councilwoman Juanita Craft Councilman John N. Leedom Councilman William F. Nicol Councilwoman Lucy Patterson Councilman John A. Walton Councilman Richard F. Smith Councilman Steve Bartlett with the following absent: None , constituting a quorum, at which time the following, among other business, was transacted: Councilman Smith introduced an .Ordinance and moved its passage. The motion was seconded by Councilman Blackburn. The motion was carried unanimously. ROLL CALL ON MOTION: AYES: Folsom, Blackburn, Cothrum, Hicks, Craft, Leedom, Nicol, Patterson, Walton, Smith and Bartlett NAYS: None ABSENT: None Motion carried--Ordinance passed. The Ordinance as adopted is as follows : NINTH SUPPLEMENTAL ORDINANCE CITY OF DALLAS ORDINANCE NO. 15792 CrTY OF FORT WORTH ORDINANCE NO. 7722 An ordinance passed concurrently by the City Councils, respectively, of the Cities of Dallas and Fort Worth, authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1978, in the aggregate principal amount of $30,000,000, bearing interest at the rates specified, for the purpose of paying in part the cost of constructing, equipping and otherwise improving the jointly owned Dallas-Fort Worth Regional Airport of the Cities; providing for the form of said bonds and the coupons appertaining thereto; awarding the sale of such bonds to the purchasers thereof; authorizing the Dallas-Fort Worth Regional Airport Board to deliver said bonds as herein directed; providing that such bonds are on a parity with the outstanding Dallas- Fort Worth Regional Airport Joint Revenue Bonds heretofore issued; adopting pertinent provisions of and supplementing the 1968 Regional Airport Concurrent Bond Ordinance and the Supplemental Regional Airport Concurrent Bond Ordinances which authorized the issuance of outstanding bonds; providing for the deposit of the proceeds of the Series 1978 Bonds into certain funds of the Joint Airport Fund; and directing that due observance of the covenants herein contained be made by the Board; providing methods of amending this ordinance; providing for severability; ordaining other matters incident and relating to the subject and purpose hereof; and declaring an emergency. WHEREAS, pursuant to applicable laws and a certain contract and agreement, dated April 15, 1968 (the "Contract and Agreement"), the City Councils, respectively, of the Cities of Dallas and Fort Worth, by an ordinance passed concurrently on November 11, 1968, and November 12, 1968, authorized the issuance of and sold their Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1968, and by ordinances passed concurrently on April 14, 1970, November 2, 1970, February 10, 1971, August 23, 1971, March 6, 1972, October 20, 1976, as amended November 8, 1976, and concurrently on August 30, and August 31, 1977, authorized the issuance of and sold their Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1970, Series 1970A, Series 1971, Series 1971A, Series 1972, Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1976, and Dallas-Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Series 1977, respectively, authorized to be outstanding in the aggregate amount of $525,030,000 (herein collectively defined as the "Out- standing Bonds"), for the purpose of paying the costs of the Dallas-Fort Worth Regional Airport and for the purpose of refunding certain bonds issued pursuant to the 1968 Ordinance as supplemented; and WHEREAS, the Cities are empowered by statutes of the State of Texas, viz. 1269]-5.1, and 46d V.A.C.S. to issue their bonds for the purposes of extending and improving the Regional Airport; and WHEREAS, said ordinances authorizing the Outstanding Bonds permit the issuance of Additional Parity Bonds for the purpose of improving, constructing, replacing or otherwise extending the Regional Airport; and WHEREAS, in accordance with the Contract and Agreement said City Councils have been requested by the Dallas-Fort Worth Regional Airport Board to issue additional joint revenue bonds for the purpose of improving and extending the Regional Airport by constructing additional hotel facilities at the Regional Airport; and WHEREAS, it is deemed by said City Councils to be desirable, appropriate and necessary to issue such additional negotiable revenue bonds; and NINTH SUPPLEMENTAL ORDINANCE 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 pro- tection 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 purpose 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: ARTICLE I TITLE, PREAMBLES AND RATIFICATION Section 1.1. SHORT TITLE. This Ordinance may be cited by the short title, "Ninth Supplemental Regional Airport Concurrent Bond Ordinance". Section 1.2. ADOPTION OF PREAMBLES. All of the declarations and findings contained in the preambles of this Ordinance are made a part hereof and shall be fully effective as a part of the ordained subject matter of this Ordinance. Section 1.3. RATIFICATION. All action heretofore taken (not inconsistent with the pro- visions hereof) by the Cities, by the Board and by the employees and officers of each directed toward the Regional Airport and the issuance of the bonds herein authorized is hereby ratified, approved and confirmed. ARTICLE II DEFINITIONS AND CONSTRUCTION Section 2.1. ADOPTION OF DEFINITIONS. The definitions set forth in Article II of the 1968 Regional Airport Concurrent Bond Ordinance passed, respectively, by the Cities of Dallas and Fort Worth on November 11 and November 12, 1968, are made a part hereof and shall be as fully effective as part of the subject matter of this Ordinance as if repeated in full herein. Section 2.2. ADDITIONAL DEFINITIONS. In addition to the definitions set forth in the said 1968 Regional Airport Concurrent Bond Ordinance, the terms defined in this Section for all purposes of this Ordinance and of any ordinance amendatory hereof, supplemental or relating hereto, and of any instruments or documents appertaining hereto, except where the context by clear implication shall otherwise require, shall have the respective meanings herein specified as follows, to-wit: "AIRLINE AGREEMENTS" shall mean the Letters of Agreement, dated February 9, 1970, as supplemented and amended, between the Board and eight commercial air carriers (Ameri- can Airlines, Inc.; Braniff Airways, Inc.; Continental Air Lines, Inc.; Delta Air Lines, Inc.; Eastern Air Lines Incorporated; Frontier Airlines, Inc.; Ozark Air Lines, Inc.; and Texas International Airlines, Inc., (collectively called the "Signatory Carriers")), and the Airport Use Agreements entered into between the Board and American Airlines, Inc., Delta Air Lines, Inc., Braniff Airways, Inc. and Ozark Air Lines, Inc. and any Airport Use Agreement in substantially the form entered into with American Airlines, Inc., Delta Air Lines, Inc., 2 NINTH SUPPLEMENTAL ORDINANCE Braniff Airways, Inc. and Ozark Air Lines, Inc. which the Board may hereafter enter into with one or all the remaining Signatory Carriers superceding the Letters of Agreement. "BOND REGISTRAR" shall mean the state or national bank charged with the responsi- bility of maintaining the bond registration books for the Series 1978 Bonds, initially desig- nated as First National Bank in Dallas, Dallas, Texas. "COSTS OF THE 1978 PROJECT" shall mean the Costs of the Airport related to the construction of the 1978 Project and the financing related thereto. "MASTER PLAN" shall mean and refer to the Airport's Master Plan of Development adopted on September 30, 1969, as amended from time-to-time. "1968 ORDINANCE" shall mean and refer to the 1968 Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities, respectively, on November 11, 1968 and November 12, 1968. "1970 ORDINANCE" shall mean and refer to the First Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on April 14, 1970. "1970A ORDINANCE" shall mean and refer to the Second Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on November 2, 1970. "1971 ORDINANCE" shall mean and refer to the Third Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on February 10, 1971. "1971A ORDINANCE" shall mean and refer to the Fourth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on August 23, 1971. "1972 ORDINANCE" shall mean and refer to the Fifth Supplemental Regional Airport Con- current Bond Ordinance passed by the City Councils of the Cities on March 6, 1972. "1976 ORDINANCE" shall mean and refer to the Seventh Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 20, 1976, as amended November 8, 1976. "1977 ORDINANCE" shall mean and refer to the Eighth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on August 30, 1977 and August 31, 1977. "1978 PROJECT" shall mean those additional hotel facilities conforming to the Master Plan to be constructed with part of the proceeds of the Series 1978 Bonds. "OUTSTANDING BONDS" shall mean the outstanding Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1970, authorized by the 1970 Ordinance, the Dallas- Fort Worth Regional Airport Joint Revenue Bonds, Series 1970A, authorized by the 1970A Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1971, authorized by the 1971 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1971A, authorized by the 1971A Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1972, authorized by the 1972 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1976,authorized by the 1976 Ordinance, and the Dallas-Fort Worth Regional Airport Joint Revenue Construc- tion and Refunding Bonds, Series 1977, authorized by the 1977 Ordinance. "PAYING AGENT" or "PAYING AGENTS" shall mean with respect to the Series 1978 Bonds, First National Bank in Dallas, Dallas, Texas, Continental National Bank of Fort Worth, Fort Worth, Texas and Citibank, N.A., New York, New York. 3 NINTH SUPPLEMENTAL ORDINANCE "REFUNDING BONDS" shall mean any refunding bonds issued pursuant to Section 8.6 of the 1968 Ordinance for the purpose of refunding any Bonds outstanding. "SERIES 1970 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1970,authorized by the 1970 Ordinance. "SERIES 1970A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Reve- nue Bonds, Series 1970A, authorized by the 1970A Ordinance. "SERIES 1971 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Reve- nue Bonds, Series 1971,authorized by the 1971 Ordinance. "SERIES 1971A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Reve- nue Bonds, Series 1971A, authorized by the 1971A Ordinance. "SERIES 1976 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1976, authorized by the 1976 Ordinance. "SERIES 1977 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Series 1977, authorized by the 1977 Ordinance. "SERIES 1978 BONDS"shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1978, herein authorized to be issued and sold. ARTICLE III THE BONDS Section 3.1. AUTHORIZATION. So as to protect the public safety and in order to pro- mote and advance the general welfare of the citizens of Dallas and Fort Worth and the North Central Texas Region, it is hereby declared necessary that the Cities issue, and the Cities hereby authorize and- direct the issuance of the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1978, in the aggregate principal amount of $30,000,000, pursuant to the provisions of Article 46d and Article 1269j-5.1, V.A.C.S. for the purpose of paying Costs of the 1978 Project. Section 3.2. DATE, DENOMINATION AND MATURITIES. The Series 1978 Bonds shall be dated April 1, 1978, shall be in the denomination of $5,000 each, shall consist of coupon bonds numbered in direct numerical order from 1 through 6000, shall be registrable as to principal only and shall mature on November 1, 2007. Section 3.3. INTEREST RATE; PAYING AGENTS. A. The Series 1978 Bonds shall bear interest from their date to their stated maturity, or redemption dates, at the rate of 6.10% per annum, such interest to be evidenced by coupons payable on November 1, 1978, and semiannually thereafter on each May 1 and November 1. B. The principal of the Series 1978 Bonds, unless registered as to principal, and the interest thereon shall be payable to bearer in lawful money of the United States of America without deduction for exchange or collection charges at the principal office of First National Bank in Dallas, Dallas, Texas, or at the option of the holder, at Continental National Bank of Fort Worth, Fort Worth, Texas or Citibank, N.A., New York, New York, and if registered as to principal, the principal thereof shall be payable to the registered owner at the principal office of First National Bank in Dallas, Dallas, Texas. Section 3.4. PRIOR REDEMPTION. A. The 1978 Bonds shall be redeemable at the election of the Cities from any available moneys other than moneys on deposit in the Interest and Sinking Fund, hereinafter described, on 4 NINTH SUPPLEMENTAL ORDINANCE or after November 1, 1988 as a whole at any time, or in part by lot on any interest payment date, at the respective Redemption Prices (expressed as percentages of the principal amount) set forth below, together with accrued interest to the redemption date: Period during which redeemed Redemption (both dates inclusive) Price November 1, 1988—October 31, 1989 .................................................. 103 % November 1, 1989—October 31, 1990 .................................................. 102 Y2 November 1, 1990—October 31, 1991 .................................................. 102 November 1, 1991 —October 31, 1992 .................................................. 101 Y2 November 1, 1992—October 31, 1993 .................................................. 101 November 1, 1993 —October 31, 1994 .................................................. 100Y2 November 1, 1994 and thereafter ............................................................ 100 B. The Series 1978 Bonds shall be redeemed prior to stated maturity in part by lot on November 1 in each of the years 1998 through 2006, from moneys required by Section 6.3B to be deposited to the credit of the Interest and Sinking Fund at the principal amount thereof and accrued interest to date of redemption, without premium. C. At least thirty (30) days before the date fixed for any such redemption, the Board, acting on behalf of the Cities, shall cause a written notice of such redemption to be published at least once in a newspaper and a financial publication published in the City of New York,New York. A similar notice shall be mailed by the Board, postage prepaid, not less than 30 days prior to the redemption date, to the registered owner of each of the Series 1978 Bonds to be redeemed which is registered as to principal alone, addressed to such owner at the address appearing on the bond registration books maintained by the Bond Registrar, but failure to mail or receive such notice, or any defect therein or in the mailing thereof, shall not affect the validity of the proceed- ings for the redemption of such Series 1978 Bonds. By the date fixed for any such redemption, due provision shall be made with the Paying Agents for the payment of the principal amount of the Series 1978 Bonds to be so redeemed, plus any applicable premium thereon, and accrued interest thereon to the date fixed for redemption. If the written notice of redemption is published, and if due provision for payment is made, all as provided above, the Series 1978 Bonds, which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear interest after the date fixed for redemption, and shall not be regarded as being outstanding except for the purpose of receiving the funds so provided for such payment. Section 3.5. FORMS. The form of the Series 1978 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 Series 1978 Bonds, the form of the interest coupons to be attached thereto, and the form of the Bond registration provision for registration as to principal alone, shall be respec- tively, substantially as follows, with such necessary and appropriate variations, omissions and insertions as permitted or required by this Ordinance, to-wit: (FORM OF BOND) UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE BOND SERIES 1978 NO. $5,000 5 NINTH SUPPLEMENTAL ORDINANCE On the 1st day of November, 2007, the Cities of Dallas and Fort Worth (herein collec- tively called the "Cities"), municipal corporations duly incorporated under the laws of the State of Texas, for value received, hereby jointly promise to pay to bearer hereof, or, if this bond be registered as to principal, then to the registered owner hereof solely from the revenues and funds described herein, the principal sum of FIVE THOUSAND DOLLARS and to pay interest thereon from the date hereof to the maturity or earlier redemption of this bond at the rate of 6.10% per annum, payable November 1, 1978, and semiannually there- after on each May 1 and November 1. The principal of this bond, unless this bond be registered as to principal alone,and the interest coupons appertaining hereto shall be payable in lawful money of the United States of America upon surrender of this bond or the proper coupons, as they severally become due at First National Bank in Dallas, Dallas, Texas, or at the option of the holder at the Continental National Bank of Fort Worth, Fort Worth,Texas or at Citibank, N.A., New York, New York, without exchange or collection charges to the bearer hereof. If this bond be registered as to principal, such principal shall be paid to the registered owner shown on the bond registration books of the Cities kept by the Bond Registrar (hereinafter defined), without exchange or collection charges to the owner hereof, upon the presentation and surrender of this bond to First National Bank in Dallas, Dallas, Texas. The bonds of this series shall be redeemable at the option of the Cities from any available moneys other than moneys on deposit in the Interest and Sinking Fund, on or after November 1, 1988 as a whole at any time, or in part by lot on any interest payment date, at the respective Redemption Prices (expressed as percentages of the principal amount) set forth below, together with accrued interest to the redemption date: Period during which redeemed Redemption (both dates inclusive) Price November 1, 1988—October 31, 1989 .................................................. 103 November 1, 1989—October 31, 1990 .................................................. 102% November 1, 1990—October 31, 1991 .................................................. 102 November 1, 1991—October 31, 1992 .................................................. 1011h November 1, 1992—October 31, 1993 .................................................. 101 November 1, 1993—October 31, 1994 .................................................. 100% November 1, 1994 and thereafter ............................................................ 100 The bonds shall be redeemed prior to stated maturity in part by lot on November 1 in each of the years 1998 through 2006, from moneys required to be deposited to the credit of the Interest and Sinking Fund at the principal amount thereof and accrued interest to date of redemption, without premium. At least thirty (30) days before the date fixed for any such redemption, the Dallas-Fort Worth Regional Airport Board (the "Board"), acting on behalf of the Cities, shall cause a written notice of such redemption to be published at least once in a newspaper and a financial publication published in the City of New York, New York. A similar notice shall be mailed by the Board, postage prepaid, not less than 30 days prior to the redemption date, to the registered owner of each of the bonds to be redeemed which is registered as to principal alone, addressed to such owner at the address appearing on the bond registration books maintained by the Bond Registrar, but failure to mail or receive such notice, or any defect therein or in the mailing thereof, shall not affect the validity of the proceedings for the redemption of such bonds. By the date fixed for any such redemption, 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 accrued interest thereon to the date fixed for redemption. If the written notice of redemption 6 NINTH SUPPLEMENTAL ORDINANCE 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 out- standing except for the purpose of receiving the funds so provided for such payment. The bonds of this series are issued under and pursuant to the laws of the State of Texas and an ordinance passed concurrently on November 11 and November 12, 1968, respectively, by the City Councils of the Cities of Dallas and Fort Worth entitled "1968 Regional Airport Concurrent Bond Ordinance" (the "1968 Ordinance") and, together with the outstanding Dallas- Fort Worth Regional Airport Joint Revenue Bonds, Series 1970, Series 1970A, Series 1971, Series 1971A, Series 1972, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1976, and the Dallas-Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Series 1977 (herein collectively called the "Outstanding Bonds") are equally and ratably secured by the revenues herein described. This bond is one of a duly authorized series of bonds dated April 1, 1978, of like tenor and effect, except as to number, numbered from 1 through 6000 of the denomination of $5,000 each, aggregating $30,000,000, issued by the Cities for the purpose of paying part of the Costs of the 1978 Project, such term contemplating and relating to the construction of the improvements to the Regional Airport, pursuant to the Ninth Supplemental Regional Airport Concurrent Bond Ordinance adopted by the City Councils of said Cities supplemental to the 1968 Ordinance. For the purpose of providing for and securing the payment of the Outstanding Bonds and this series 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. Such Pledged Revenues will be on deposit from time to time in various funds created by the 1968 Ordinance and Ordinances supplemental thereto. Pledged Revenues are defined in the 1968 Ordinance to-be the "Gross Revenues" of said Airport less the amount required to pay the Senior Lien Bonds mentioned next below. The lien on the revenues securing this series of bonds and the Outstanding Bonds is subordinate to the lien securing outstanding bonds of the City of Fort Worth defined in said Ordinance as "Senior Lien Bonds." Reference is made to the 1968 Ordinance and the ordinance authorizing this series of bonds for the definition of Gross Revenues and for a description of the revenues and funds charged with and pledged to the payment of the interest on and principal of the Outstanding Bonds and the series of bonds of which this bond is one, the nature and extent of the security thereof, a statement of the rights, duties and obli- gations of each of the Cities, respectively, the rights and remedies of bondholders in the event of default thereunder, and the rights and priorities of the holders of said bonds, to all the pro- visions of which the holder hereof by the acceptance of this bond assents and agrees. As provided in the 1968 Ordinance, the obligations of the Cities to pay money hereon out of Pledged Revenues are joint, and not several, and except as otherwise provided therein no claim, demand, suit or judgment shall ever be asserted, entered or collected against or from one City without the other and no individual liability shall ever exceed in the case of Dallas 7/11ths of the total amount thereof, and in the case of Fort Worth 4/11ths of the total amount thereof, and, except as in the 1968 Ordinance otherwise provided, such sums shall be payable and col- lectible solely from the funds in which Pledged Revenues shall from time to time be on deposit. The 1968 Ordinance, as supplemented, provides that, to the extent therein stated, the Board, acting on behalf of the Cities, shall fix and shall from time to time revise the rate of compensation for use of and for services rendered by or at the Dallas-Fort Worth Regional Airport which will be fully sufficient to produce Pledged Revenues adequate to pay the operation and maintenance expenses thereof plus 1.25 times the amounts required to be deposited to the credit of the Interest and Sinking Fund (established by the 1968 Ordinance) for the payment of the principal of and interest on the parity bonds from time to time outstanding 7 NINTH SUPPLEMENTAL ORDINANCE thereunder as the same shall become due and payable and to timely purchase or redeem such bonds prior to maturity as required therein. It is further provided in said Ordinance that to the extent Pledged Revenues are not adequate for said purposes and for the additional purpose of properly and adequately maintaining and operating said Airport, the Cities pledge and obligate themselves to levy and collect the ad valorem tax defined therein as the "Maintenance Tax," and to devote the proceeds thereof to the purpose of operating and main- taining 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 default of the other, each City's respective obligation being limited to the collection of its proportionate amount required from said tax for such purposes, all as specified in said Ordinance. 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. This bond, until and unless registered as to principal, shall he transferable by delivery and, at the option of the bearer may be registered as to principal alone on the bond registration books of the Cities kept by First National Bank in Dallas, Dallas, Texas, or its successor as Bond Registrar, upon presentation hereof to the Bond Registrar, which shall make notation of such registration in the registration blanks provided on the back of this bond, and there- after this bond may be transferred only upon a duly executed assignment in such form as shall be satisfactory to the Bond Registrar, such transfer to be made on such bond registration books and endorsed hereon by the Bond Registrar. Any transfer may be to bearer and thereby transferability by delivery shall be restored, but this bond shall again be subject to successive registration and transfers as before. The principal of this bond, if registered, unless registered to bearer, shall be payable only to or upon the order of the registered owner or his legal representa- tive. Notwithstanding the registration of this bond as to principal, the interest coupons apper- taining hereto shall remain payable to bearer and shall continue to be transferable by delivery. For every transfer, the Bond Registrar may make a charge to the owner of this bond sufficient to reimburse it for any tax, fee, or governmental charge required to be paid with respect thereto. Registration of the principal of this bond shall not affect or impair the negotiability of this bond or the interest coupons appertaining thereto, which shall at all times be negotiable instruments within the meaning of the Texas Uniform Commercial Code. 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 series of which it is one have been done, do exist and have been performed as so required. IN WITNESS WHEREOF, the City Council of the City of Dallas, Texas,has caused the facsimile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor and countersigned by the facsimile signature of its City Auditor; and the City of Fort Worth, Texas, has caused the facsimile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor, countersigned by the facsimile signature of its City Secretary, and approved as to form and legality by its City Attorney; and each said City Council has caused the attached coupons to be signed by the facsimile signatures of the Mayor and City Auditor of the City of Dallas and the Mayor and City Secretary of the City of Fort Worth. COUNTERSIGNED: Mayor, City of Dallas, Texas City Auditor, City of Dallas, Texas 8 NINTH SUPPLEMENTAL ORDINANCE COUNTERSIGNED: Mayor, City of Fort Worth, Texas City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY: City Attorney, City of Fort Worth, Texas (FORM OF COMPTROLLER'S CERTIFICATE) OFFICE OF COMPTROLLER STATE OF TEXAS I hereby certify that this bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas in accordance with his written approving certificate on file in my office; and that this bond has been by me this day registered as required by law. Witness my signature and seal this Comptroller of Public Accounts of (SEAL) the State of Texas (FORM OF COUPON) No. .................... $................ ON THE 1st DAY OF .................................. .. ....... unless due provision has been made for the redemption prior to maturity of the below numbered bond to which this coupon appertains, 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 First National Bank in Dallas, Dallas, Texas, or at the option of the holder at Continental National Bank of Fort Worth, Fort Worth, Texas or at Citibank, N.A., New York, New York, without 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 1978", dated April 1, 1978. The holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. Bond No. ................................... Mayor, City of Dallas, Texas COUNTERSIGNED: City Auditor, City of Dallas, Texas Mayor, City of Fort Worth, Texas COUNTERSIGNED: City Secretary, City of Fort Worth, Texas 9 NINTH SUPPLEMENTAL ORDINANCE (FORM OF CERTIFICATE OF REGISTRATION) (NO WRITING TO BE MADE HEREON EXCEPT BY THE REGISTRAR DESIGNATED FOR THIS SERIES OF BONDS) CERTIFICATE OF REGISTRATION IT IS HEREBY CERTIFIED that, at the request of the holder of the within bond, I have this day registered it as to principal in the name of such holder as indicated in the registration blank below, on the books kept by me for such purpose. The principal of this bond shall be payable only to the registered holder hereof named in the below registration blank or his legal representative and this bond shall be transferable only on the bond registration books kept by the Bond Registrar and by an appropriate notation in such registration blank. If the last transfer recorded on said bond registration books and in the below registration blank shall be to bearer, the principal of this bond shall be payable to bearer and it shall be in all respects negotiable. In no case shall negotiability of the coupons attached hereto be affected by any registration as to principal. Date of Name of Registered Holder Registration Signature of Registrar ARTICLE IV EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF SERIES 1978 BONDS Section 4.1. METHOD OF EXECUTION. Each of the Series 1978 Bonds shall be signed and executed on behalf of the City of Dallas by the facsimile signature of its Mayor and counter- signed 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 1978 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 and legality by the facsimile signature of the City Attorney of the City, and its corporate seal shall be impressed or printed or lithographed upon each bond. The respective signatures of the Mayor and City Auditor of the City of Dallas and of the Mayor and City Secretary of the City of Fort Worth shall be lithographed or printed upon the coupons attached to the Series 1978 Bonds. All facsimile signatures placed upon the Series 1978 Bonds and their coupons shall have the same effect as if manually placed thereon, all as provided in Article 717j-1, V.A.C.S., as amended. Section 4.2. APPROVAL AND REGISTRATION. The Board is hereby authorized to have control and custody of the Series 1978 Bonds and all necessary records and proceedings pertain- ing thereto pending their delivery, and the Chairman and officers and employees of the Board 10 NINTH SUPPLEMENTAL ORDINANCE and of the Cities are hereby authorized and instructed to make such certifications and to execute such instruments as may be necessary to accomplish the delivery of said bonds and to assure the investigation, examination, and approval thereof by the Attorney General of the State of Texas and their registration by the State Comptroller of Public Accounts. Upon registration of the Series 1978 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 Series 1978 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. A. THE SALE OF THE BONDS. The Series 1978 Bonds are hereby sold in accordance with law and shall be delivered to the Underwriters (listed in Schedule I to the Underwriting Agreement dated April 5, 1978) for whom Goldman, Sachs&Co., Merrill Lynch, Pierce, Fenner& Smith, Incorporated and Blyth Eastman Dillon & Co., Incorporated are acting as managers, at the price of $29,250,000, plus accrued interest on the Series 1978 Bonds from April 1, 1978 to and through the day preceding the date of delivery and in accordance with the terms and con- ditions set forth in said Underwriting Agreement. B. UNDERWRITING AGREEMENT. The Underwriting Agreement setting forth the terms of the sale of the Series 1978 Bonds to the purchasers thereof referred to in A above is hereby accepted, approved and authorized to be delivered in executed form to the said pur- chasers. The Underwriting 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 Secretary, coun- tersigned by the City Auditor and approved as to form by the City Attorney. The Underwriting Agreement shall be executed on behalf of the City of Fort Worth by the Acting City Manager with its corporate seal impressed thereon, attested by the City Secretary, and approved as to form and legality by the City Attorney. ARTICLE V DISPOSITION OF BOND PROCEEDS Section 5.1. From the proceeds from the sale of the Series 1978 Bonds, there shall be deposited to the Reserve Fund, in accordance with the requirements of the 1970 Ordinance, $2,350,000, an amount sufficient to cause the total amount in the Reserve Fund to be equal to not less than the average total annual deposits required for the payment of the principal of and interest on the Series 1978 Bonds and the Outstanding Bonds. Section 5.2. CONSTRUCTION FUND. Except as otherwise provided in Section 5.1, all proceeds derived from the sale of the Series 1978 Bonds shall be deposited promptly upon the receipt thereof to the credit of the Construction Fund and said proceeds shall be used solely for the purpose of defraying a part of the Costs of the 1978 Project in accordance with the 1968 Ordinance and the Airline Agreements, and shall be accounted for and expended for said purposes at the times, in the order and as provided in the 1968 Ordinance. 11 NINTH SUPPLEMENTAL ORDINANCE ARTICLE VI ADOPTION OF PROVISIONS OF 1968, 1970, 1970A, 1971, 1971A, 1972, 1976 AND 1977 ORDINANCES, PLEDGE, INTEREST AND SINKING FUND Section 6.1. ADOPTION. The Series 1978 Bonds are authorized as "Additional Parity Bonds" as the terms are defined and as permitted to be issued in the 1968 Ordinance, and in addition to the definitions set forth in Article II of the 1968 Ordinance heretofore adopted, for purposes of this Ordinance, Section 2.2 of Article II and Articles V through XI, both inclusive, of the 1968 Ordinance, Sections 7.2 and 7.3 of the 1970 Ordinance, Sections 7.2 and 7.4 of the 1976 Ordinance and Sections 6.4 and 7.2 of the 1977 Ordinance are hereby adopted by reference and shall be applicable to the Series 1978 Bonds for all purposes, except to the extent herein- after specifically modified or supplemented. Section 6.2. PLEDGE. The principal of and the interest on the Series 1978 Bonds and the Outstanding Bonds are and shall be secured by and payable from a first lien on and pledge of the Pledged Revenues and the funds in which they shall from time to time be on deposit. Such revenues are hereby irrevocably pledged to the payment of the Outstanding Bonds, the Series 1978 Bonds and any other Bonds hereafter issued in accordance with the terms of the 1968 Ordinance. Section 6.3. INTEREST AND SINKING FUND. In addition to all other amounts required by the 1970 Ordinance, the 1970A Ordinance, the 1971 Ordinance, the 1971A Ordinance, the 1972 Ordinance, the 1976 Ordinance and the 1977 Ordinance, so long as any of the Series 1978 Bonds remain outstanding and unpaid the Board shall transfer on or before the 1st day of each month, from the Operating Revenue and Expense Fund to the Interest and Sinking Fund, after taking into account unexpended investment earnings on deposit in the Interest and Sinking Fund, A. beginning on April 1, 1980, in equal monthly installments an amount necessary to provide 1/6th of the amount of interest to become due on the Series 1978 Bonds on November 1, 1980 and on each succeeding interest payment date thereafter; and B. beginning on October 1, 1997, and on the 1st day of each month thereafter through September 1, 2007, for each twelve month period ending on September 30, 1/12th of the amounts indicated, as follows: 1998 ........................................................................................ $2,000,000 1999 ........................................................................................ 2,300,000 2000 ........................................................................................ 2,300,000 2001 ........................................................................................ 2,400,000 2002 ........................................................................................ 2,600,000 2003 ........................................................................................ 3,000,000 2004 ........................................................................................ 3,000,000 2005 ........................................................................................ 3,800,000 2006 ........................................................................................ 4,100,000 2007 ........................................................................................ 4,500,000 The sinking fund payments required by this sub-paragraph B may be used to purchase Series 1978 Bonds as permitted in Section 7.4 of the 1968 Ordinance, and to the extent not so used, shall be used to redeem prior to stated maturity by lot or to pay at final maturity, on November 1 in each of the years 1998 through 2007, both inclusive, the Series 1978 Bonds maturing on November 1,2007, at the principal amount thereof and accrued interest to date • 12 NINTH SUPPLEMENTAL ORDINANCE of redemption or maturity without premium. If it shall be determined that the annual trans- fers to the Interest and Sinking Fund required by this sub-paragraph B will produce a surplus in the Interest and Sinking Fund at maturity of the Series 1978 Bonds, the annual sinking fund payments required by this sub-paragraph B on account of the Series 1978 Bonds may be reduced in approximately equal amounts. Section 6.4. The Director of Finance shall make transfers of funds on deposit in the Interest and Sinking Fund for payment of the principal of and interest on the Series 1978 Bonds to The First National Bank in Dallas, Dallas, Texas, on behalf of the Paying Agents at least five (5) days prior to the due dates and redemption dates. ARTICLE VII MISCELLANEOUS COVENANTS AND PROVISIONS Section 7.1. USE OF BOND PROCEEDS. A. The Cities covenant to and with the purchasers of the Series 1978 Bonds that they will make no use of the proceeds of such Bonds at any time throughout the term of such Bonds which, if such use had been reasonably expected on the date of delivery of such Bonds to and payment for such Bonds by the purchasers,would have caused such Bonds to be arbitrage bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, or any regulations or rulings pertaining thereto; and by this covenant the Cities are obligated to comply with the requirements of the aforesaid Section 103(c) and all applicable and pertinent Department of the Treasury regulations relating to arbitrage bonds. The Cities further covenant that the proceeds of such Bonds will not otherwise be used directly or indirectly so as to cause all or any part of such Bonds to be or become arbitrage bonds within the meaning of the aforesaid Section 103(c), or any regulations or rulings pertaining thereto. B. The Cities covenant to and with the purchasers of the Series 1978 Bonds that they will make no use of the proceeds of such Bonds at any time throughout the term of such Bonds which use is inconsistent with Section 103(b) (4) of the Internal Revenue Code of 1954, as amended, And any regulations or rulings pertaining thereto, and would or will cause the interest to be paid on the Series 1978 Bonds to not be exempt from all present federal income taxes under existing statutes, regulations, rulings and court decisions except possibly as provided by Section 103(b)(7) of said Code,with respect to any Series 1978 Bond for any period during which such Bond is held by a person who is a substantial user of the 1978 Project, or by a "related person" as defined in Section 103(b) (6)(C) of said Code. Section 7.2. OBSERVANCE OF COVENANTS. The Board, the officers, employees and agents are hereby directed to observe, comply with and carry out the terms and provisions of this Ordinance. ARTICLE VM AMENDMENT'S TO ORDINANCE This Ordinance may be amended by concurrent ordinances adopted by the City Councils, in the same manner as provided in the 1968 Ordinance for the amendment of the 1968 Ordinance. 13 NINTH SUPPLEMENTAL ORDINANCE ARTICLE IX SEVERABILITY, REPEAL AND COUNTERPARTS Section 9.1. ORDINANCE IRREPEALABLE. After any of the Series 1978 Bonds shall be issued, this Ordinance shall constitute a contract between the Cities and the Holder or Holders of the Series 1978 Bonds from time to time outstanding, and this Ordinance shall be and remain irrepealable until the Series 1978 Bonds and the interest thereon shall be fully paid, cancelled, refunded or discharged or provision for the payment thereof shall be made. Section 9.2. SEVERABILITY. If any Section, paragraph, clause or provision of this Ordi- nance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforce- ability 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 unen- forceability 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 dependent directly for effectiveness upon the provision of the Contract and Agreement thus declared to be invalid and unenforceable. Section 9.3. REPEALER. All orders, resolutions and ordinances, or parts thereof, incon- sistent herewith are hereby repealed to the extent of any such inconsistency. Section 9.4. COUNTERPARTS. This Ordinance may be executed in counterparts, and when duly passed by both Cities, and separate counterparts are duly executed by each City, the Ordinance shall be in full force and effect. 14 NINTH SUPPLEMENTAL ORDINANCE PASSED AND CORRECTLY ENROLLED April 5, 1978. 0-lVrrayor, ltity of D311as, Texas (SEAL) ATTEST: City Secretary, City of Dallas, Texas APPROVED AS TO FORM: ity Attorney, Ci y of Dallas, Texas Passed April 4, 1978. AM or, City?ofFKrT Worth, Texas (SEAL) ATTEST: Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY: i ity Attor , Cit. o Fort Worth, exas $0 45 i NINTH SUPPLEMENTAL ORDINANCE THE .STATE OF TEXAS COUNTY OF DALLAS CITY OF DALLAS I, ROBERT S. SLOAN, City Secretary of the City of Dallas, Texas, do hereby certify: 1. That the above and foregoing is a true and correct copy of an excerpt from the minutes of the City Council of the City of Dallas, had in regular meeting, April 5, 1978, authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1978 in the aggregate principal amount of $30,000,000, which ordinance is duly of record in the minutes of said City Council. 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Vernon's Ann. Civ. St. Article 6252-17, as amended. WITNESS MY HAND and seal of the City of Dallas, Texas, this :s� day of .. ,�"::�..., 1978. 14455"�",00 City Secretary, City of Dallas, Texas (SEAL) THE STATE OF TEXAS COUNTY OF TARRANT CITY OF FORT WORTH I, JACK W. GREEN, City Secretary of the City of Fort Worth, Texas, do hereby certify: 1. That the above and foregoing is a true and correct copy of Ordinance No. 7722, duly presented and passed by the City Council of the City of Fort Worth, Texas, at a meeting held on April 4, 1978, as same appears of record in the Office of the City Secretary. 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Vernon's Ann. Civ. St. Article 6252-17, as amended. WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this the,./.�/:qday of 1978. Cit ecretary, City of Fort Worth, Texas (SEAL) 16